Terms & Conditions
NourishDoc [BETA RELEASE] Member Terms and Conditions
1. Introduction
1.1 These Member Terms and Conditions (this “Agreement”) apply to all users (“you”, “User” or “Member”) who access and/or use the platform for educational services in wellness, complementary, alternative and holistic medicine therapies (“Wellness Platform”) available at www.nourishdoc.com, local.nourishdoc.com, heal.nourishdoc.com, store.nourishdoc.com (each a “Site” and collectively the “Sites”). This Site is owned and/or operated by Design Dolce LLC (“Site Provider”, “NourishDoc”, “us” or “we”). The Wellness Platform facilitates discovery, learning, and communication with Wellness Experts, researchers, and all other professionals in wellness, complementary, alternative and holistic medicine therapies (“Wellness Expert”) via online classes, workshops, videos, tutorials, messages, text, audio or video chats, among other online services. The Terms govern your use of the services we make available on this Site (“Services”).
1.2 The Wellness Platform is a technology platform that provides online holistic therapies education to consumers, Wellness Experts, businesses, students, and anyone interested in wellness. All classes, workshops, consultations, wellness plans, videos, webinars and other forms of sessions are for educational and informational purposes only. Holistic medicine, complementary medicine, alternative medicine, functional medicine, integrative medicine, naturopathic medicine, lifestyle medicine, herbal medicine, diet, exercise, food, nutrition, yoga, meditation, and all other forms of holistic therapies are for education purposes only. The case studies, testimonials, member stories and other articles on this website represent the anecdotal experience of individual consumers.
1.3 This Agreement applies with respect to a Member’s access and/or use of the Wellness Platform regardless of where such Wellness Platform is made available. In addition to the Sites, the Wellness Platform, or a portion thereof, may also be made available via third party websites. If you have accessed the Wellness Platform, or any portion thereof, via a website operated, managed, maintained, or controlled by a third party, your use of such website may be subject to terms and conditions imposed by such third party. Site Provider is not responsible or liable for any terms, conditions, policies, acts, or omissions of any such third parties.
1.4 YOU AGREE THAT BY USING THE WELLNESS PLATFORM YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
1.5 This Agreement sets forth and contains the terms and conditions between you and the Site Provider. By using any portion of any Site you agree to be legally bound by this Agreement. You should, therefore, read this Agreement carefully. IF YOU DO NOT AGREE TO BE BOUND BY ANY TERM OF THIS AGREEMENT, DO NOT CONTINUE TO USE ANY PORTION OF ANY SITE. In such a case you will not be able to register as a Member or otherwise use the Wellness Platform.
1.6 Site Provider may modify this Agreement or any part hereof at any time as may be required for the provisions of Services on the Sites and for other legitimate business purposes. Site Provider will use commercially reasonable efforts to inform you of any material changes to this Agreement. However, the Member is encouraged to check the terms of this Agreement frequently. By using the Wellness Platform or a Site (including maintaining your account) after any modifications to this Agreement have been made, Member agrees to be bound by such modified Agreement.
2. The Wellness Platform and Content Made Available via the Wellness Platform
2.1 The Wellness Platform allows Members to find a Wellness Expert, classes, workshops, consultations, wellness plans, videos, webinars and other forms of sessions and ask questions or request advice and/or Services directly from such a Wellness Expert. Site Provider, via the Wellness Platform, enables a Member to communicate directly with the Wellness Expert and pay for the Services purchased by the Member from such a Wellness Expert (each a “Transaction”). Each Member is solely responsible for every Transaction occurring under his or her account. See also User Name and Password
2.2 Member acknowledges and agrees that Wellness Experts are neither employees nor agents nor representatives of Site Provider, and Site Provider assumes no responsibility for any act or omission of any such Wellness Expert.
2.3 Any statements for products sold on the Wellness Platform have not been evaluated by the Food and Drug Administration. Any product sold on the Wellness Platform is not intended to diagnose, treat, cure, or prevent any disease.
2.4 As further described in this Agreement, Site Provider makes no representation or warranty whatsoever as to (a) the accuracy or availability of the Wellness Platform or the Sites, (b) the willingness or ability of any Wellness Expert to give advice, (c) whether the Member shall find an Wellness Expert’s advice relevant, useful, accurate or satisfactory, (d) whether the advice of the Wellness Expert will be responsive or relevant to the Member’s question, or (e) whether the Wellness Expert’s advice will otherwise be suitable to the Member’s needs. Site Provider takes no responsibility for verifying the skills, degrees, qualifications, credentials or background of any Wellness Experts. It is strongly recommended that the Member independently verify the skills, degrees, qualifications, credentials and background of each Wellness Expert from whom he or she receives or contemplates to receive advice or Services. A complementary text, audio or video call may be provided by some Wellness Experts to the Member to further establish the direct verification and suitability of the Wellness Expert.
2.5 The Wellness Platform and Sites may contain financial information provided by third parties. Such content is provided for informational purposes only and is not intended, and should not be used, for trade or investment purposes. Furthermore, the Wellness Platform and Sites may include bulletin boards which allow Members to post questions to Wellness Experts regarding various topics and allow Wellness Experts to volunteer answers to such questions. AS NOTED IN THIS AGREEMENT, SITE PROVIDER DOES NOT WARRANT THE VALIDITY, ACCURACY, OR AVAILABILITY OF ANY CONTENT OR Wellness Expert ADVICE PROVIDED AND SITE PROVIDER WILL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY MEMBER DUE TO RELIANCE ON ANY SUCH INFORMATION OR ADVICE.
2.6 Via the Services, Users can select from a variety of options to create customized holistic wellness classes. User can also use the paid functionality of the Services to utilize the enhanced functionality of the Services or purchase items that are offered for sale through the Services (the “Products”), as described in further detail under the Section titled “Purchases” below.
2.7 User understands and agrees that the Services, Products and any other information User learns from Site Provider are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of User health, or to be a substitute for professional medical care. Not all activities described on the Services or Products are suitable for everyone. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. User understands and agrees that User is solely responsible for User’s use of the Services.
2.8 User will consult with User’s physician before beginning any live or on demand class on Site Provider. If User engages in this exercise or exercise program, User agrees that User does so at User’s own risk and agrees to release and discharge Site Provider from any and all claims or causes of action, known or unknown, arising out of using Site Provider.
3. Relationships
3.1 Between Member and Wellness Expert. The Services to be performed by the Wellness Expert are between a Member and a Wellness Expert. Upon booking confirmation, the Member agrees to purchase, and the Wellness Expert agrees to perform the Services in accordance with the following agreements: (a) any agreement directly between Member and Wellness Expert, (b) these Terms, and (c) any other content uploaded to the Site by Site Provider (collectively, the “Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms. Any other provision of an Agreement in conflict with these Terms is void. Member is responsible for managing, inspecting, accepting and paying for satisfactory Services in accordance with the Agreement in a timely manner. Member and Wellness Expert each covenant and agrees to act with good faith and fair dealing in performance of the Agreement.
3.2 Between Registered Users and Site Provider.
3.2.1 General. Site Provider is not a party to the dealing, contracting and fulfillment of any Services between a Member and a Wellness Expert. Site Provider has no control over and does not guarantee the quality, safety or legality of any Services performed, advertised, the truth or accuracy of Wellness Expert listings, the qualifications, background, or abilities of Registered Users, the ability of Wellness Experts to perform Services, the ability of Members to pay for Services, or that a Member or Wellness Expert can or will actually complete the Services. Site Provider is not responsible for and will not control the manner in which a Wellness Expert operates and is not involved in the hiring, firing, discipline or working conditions of the Wellness Expert. All rights and obligations for the purchase and sale of Services are solely between a Member and a Wellness Expert. Site Provider will not provide any Wellness Expert with any materials, equipment, or facility to complete any Services. Members and Wellness Expert must look solely to the other for enforcement and performance of all the rights and obligations arising from Agreement and any other terms, conditions, representations, or warranties associated with such dealings. Member acknowledges and agrees that Site Provider does not supervise, direct or control a Wellness Expert’s Services or the Services in any manner. Member and Wellness Expert each acknowledges and agrees that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Agreement. Members and Wellness Experts further agree that Site Provider has the right to take such actions with respect to the Agreement or their Site Provider accounts, including without limitation, suspension, termination, or any other legal actions, as Site Provider in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site. Wellness Expert AND Member ASSUME ALL RISK IN CONNECTION WITH THE SERVICES BETWEEN Wellness Expert AND Member, INCLUDING THE SAFETY AND CONDUCT OF ANY Wellness Expert OR ANY Member. SITE PROVIDER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTS OR OMISSIONS OF THE Member OR Wellness Expert OR BOTH, AS APPLICABLE.
3.2.2 Background, Certification and Reference Checks. Site Provider does not employ, recommend or endorse any Wellness Expert or Member, nor is it responsible for the conduct of any Wellness Expert or Member. Site Provider provides a tool to connect Wellness Expert and Members. Member acknowledges and agrees that Member is responsible for determining if the Wellness Expert they hire is qualified to perform the Services at hand and for complying will all applicable laws in connection with the relationship the Services. Nothing contained herein shall be construed as an obligation by Site Provider to perform background checks, or verification checks on any Registered Users. To the extent Site Provider performs such checks on certain Registered Users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Services.
3.2.3 Agency. These Terms and any registration for or subsequent use of this Site by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Site Provider, except and solely to the extent expressly stated.
4. Additional Terms Related To Interactions With Medical Professionals, Mental Health Professionals, And Other Wellness Experts In Fields Requiring Licensure And/Or Certification.
4.1 This section contains terms that are in addition to (and not in lieu of) any other terms appearing in this Agreement.
PROFESSIONAL ADVICE AND MEDICAL DISCLAIMER: THE INFORMATION AND MATERIALS POSTED ON AND ACCESSIBLE THROUGH THE SITE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, OR PROFESSIONAL FINANCIAL OR INVESTMENT ADVICE. SITE PROVIDER DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PRODUCTS, PROCEDURE, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SITE OR ON MATERIALS OBTAINED FROM THE SITE. RELIANCE ON ANY INFORMATION PROVIDED BY SITE PROVIDER, CONTRIBUTORS TO THE SITE, OR OTHER USERS OF THE SITE IS SOLELY AT YOUR OWN RISK.
4.2 YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE STARTING ANY EXERCISE PROGRAM. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING. DO NOT USE SITE SERVICES IF YOU ARE PREGNANT UNLESS YOU HAVE RECEIVED PERMISSION FROM YOUR PHYSICIAN. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE!
4.3 If a Member chooses to interact on or through the Wellness Platform with any Wellness Expert in a field requiring licensure and/or certification, the Member relationship (as with all other Wellness Experts) is strictly with the Wellness Expert. Site Provider is not involved in any way with the substance of that relationship or the advice or information given therein, and Site Provider does not validate the information or advice provided to you by such a Wellness Expert.
4.4 The advice or information provided by a Wellness Expert is provided for educational and informational purposes only and cannot be considered a substitute for a face-to-face physical examination of the Member by a doctor or other health professional. Members should not rely on or make health decisions based on advice provided by any Wellness Expert on the Wellness Platform. Site Provider strongly recommends that a Member seeking medical or mental health advice make an appointment for an examination in person with a qualified medical professional.
4.5 Site Provider does not review, endorse, recommend, verify or evaluate, or otherwise provide any warranty or guarantee with respect to any Wellness Expert on the site. The Member understands that it is his or her responsibility to check the certification and/or licensing of the Wellness Expert with the applicable state licensing board or authorities in the Wellness Expert’s state or country.
4.6 Member understands and agrees that, although a Wellness Expert may have been accessed through the Wellness Platform or a Site, Site Provider cannot predict or assess the competence of, or appropriateness for Member’s needs, of the professional or other Wellness Expert. Member also acknowledges and agrees that Member takes full responsibility for the decision to access the Wellness Expert through the Site and to continue to interact with the Wellness Expert, and that the role of Site Provider is strictly limited to providing access to such professionals and other Wellness Experts for Member’s consideration.
4.7 Member hereby releases and agrees to hold harmless Site Provider and its affiliated companies and the directors, officers, employees, agents, successors, advisors, consultants and assigns of any of the foregoing from any and all causes of action and claims of any nature resulting from any act, omission, opinion, response, advice, suggestion, information and/or service of any Wellness Expert in a field requiring licensure and/or certification, who may be accessed through the Wellness Platform or any Site. (See Medical Disclaimer)
5. Additional Terms Related To Interactions With Holistic Therapy Professionals, And Other Wellness Experts In Fields Requiring Licensure And/Or Certification.
5.1 Many holistic therapies such as Functional Medicine, Integrative Medicine, Ayurveda, Acupuncture, Yoga, Meditation, Chiropractic, Naturopathic Medicine, Diet therapy, and others may be currently considered a form of complementary and alternative medicine in the United States. THESE THERAPIES MAY NOT BE RECOGNIZED OR LICENSED BY YOUR STATE AS A MEDICAL DISCIPLINE OR PRACTICE. All Services and treatments provided are complementary or alternative to health care Services provided by health care Wellness Experts currently licensed by your state. Holistic therapies are complementary to and supportive of traditional western medicine as practiced in the United States and do not replace medical diagnosis and treatment. (See Medical Disclaimer)
5.2 You have the right to complete and current information concerning the complementary and alternative health care Wellness Expert’s assessment and recommended complementary and alternative health care Services that are to be provided prior to commencement of service(s) for each appointment including: the expected duration of the complementary and alternative health care Services to be provided.
5.3 The Wellness Expert(s) may require additional health intake forms and waivers to comply within the state and country’s laws of practice.
5.4 Wellness Experts on NourishDoc offer a variety of programs on various platforms including online, social media, digital and retreats, classes, webinars, seminars and groups (programs). Online programs may include webinars, emails and videos. Member/member is responsible for taking time to participate in webinars, read emails and engage in programs to achieve success.
5.5 For Consultation: Before you purchase any session, and again before your consultation with your Wellness Expert, please read and understand the below legal disclaimers:
Wellness Experts may live and practice their trade in the USA in your state or outside your state, or any other country outside the USA. Wellness Experts may therefore not be registered with the Medical Boards of any US States. As such, the restrictions below apply.
Your Wellness Expert may require you to sign consent forms, health intake forms, and other forms needed for their practice in their country.
Your Wellness Expert can not legally ‘diagnose’ any medical condition or illnesses you may discuss. They will listen intently to you and analyze any issues you are facing, and they will inform you how traditional Holistic therapies and practice would interpret this, but this is clearly not a legal ‘diagnosis’.
Your Wellness Expert will not prescribe you any ‘drugs’ or ‘medicines’. Supplements may be a part of a traditional wellness response to temporary or ongoing wellness issues, but nothing your Wellness Expert may mention or recommend is to be interpreted as being meant to treat, cure, or prevent any disease.
Most conditions in Ayurvedic science and other holistic therapies will be addressed via simple home-level approaches or lifestyle adjustments, however, nutrition still plays a key element. Nature offers us an array of powerful solutions for keeping life-balance, however, although natural, all foods, herbs, and spices are not safe for all people under all conditions. Please ensure your intake forms are filled out with thoroughness and care, and please discuss with your Wellness Expert any proposed supplements’ risks and potential interactions with medications or vitamins you may be taking. Always discuss any change in the regiment with your Wellness Expert and your local physician
The same care and caution apply to many lifestyle changes as well. Allergies and physical conditions can render even the innocuous and apparently healthy activity dangerous.
Throughout your sessions, please keep in mind that this event is with Education in purpose and intent. We want you to understand how traditional health and wellness approaches can apply to your situation. We are enabling you to open up communications with some of the most knowledgeable people in the world about this ancient science, but there can still be rare health complexities that arise.
6. Additional Terms Related To Interactions With Wellness Experts In The Spirituality & Religion And Other Entertainment-Related Fields
6.1 This section contains terms that are in addition to (and not in lieu of) any other terms appearing in this Agreement.
6.2 If a Member chooses to interact with any Wellness Expert in the Spirituality & Religion, or other entertainment-related fields, the Member relationship (as with all other Wellness Experts) is strictly with the Wellness Expert. Any opinion, response, advice, suggestion, prediction, information and/or other service provided by any such Wellness Expert is provided for entertainment purposes only.
6.3 Member hereby releases and agrees to hold harmless Site Provider, its directors, officers, employees, agents, successors, advisors, consultants, and assigns from any and all causes of action and claims of any nature resulting from any act, omission, opinion, response, advice, suggestion, prediction, information and/or service of any Wellness Expert in the Spirituality & Religion or other entertainment-related fields.
7. Disclaimer of Warranty
7.1 Site Provider does not review, endorse, recommend, verify, evaluate, warrant or guarantee the qualifications, Wellness Expertise, claims or background of any Wellness Expert or any opinion, response, advice, prediction, recommendation, information or other service provided by any Wellness Expert. Nothing contained in this Agreement, on the Wellness Platform, on any Site, on any third party site or provided otherwise shall be considered as a referral, endorsement, recommendation, verification, warranty or guarantee with respect to (a) any Wellness Expert; (b) the Wellness Platform; (c) any opinion, response, advice, prediction, recommendation, information or other service provided by any Wellness Expert or otherwise made available on the Wellness Platform; or (d) the validity, accuracy, availability, completeness, safety, legality, quality or applicability of any content or anything otherwise said or written by any Wellness Expert, including any biographical information, qualifications, or other information spoken by any Wellness Expert or contained in or made available on the Wellness Platform, any Site, any blog or any other forum.
7.2 MEMBER ACKNOWLEDGES AND AGREES THAT THE SITES AND WELLNESS PLATFORM ARE PROVIDED “AS IS”, AND THEREFORE MEMBER WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST SITE PROVIDER, ITS AFFILIATES, OR ANY OF THE FOREGOING’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, REPRESENTATIVES OR AGENTS WITH RESPECT TO ANY SITE, THE Wellness Platform OR ANY Wellness Expert. THE USE OF A SITE AND THE WELLNESS PLATFORM IS AT THE MEMBER’S SOLE RISK. TO THE FULLEST EXTENT OF THE LAW, SITE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
7.3 Site Provider expressly disclaims all representations and warranties related to information posted or transmitted by Wellness Experts. If a Member decides to rely on information provided by a Wellness Expert, the Member must exercise a high level of care. The Member shall not have any claim or demand against Site Provider, its affiliates, and/or any of the foregoing’s officers, directors, shareholders, employees, sub-contractors and/or agents with respect to any service or advice Member receives, uses and/or relies on. Site Provider will not be deemed the provider of any Wellness Expert’s Services or other information acquired through the Wellness Platform or the sites. The purchase of the Services of any Wellness Expert is entirely at the Member’s sole risk.
7.4 Site Provider does not assume, and will not be liable for: (1) the accuracy or availability of any site or the Wellness Platform; or (2) any damages or injury arising from or related to any Site, the Wellness Platform and/or any opinion, response, advice, prediction, recommendation, information and/or other service provided or not provided by any Wellness Expert.
8. Additional Disclaimers
8.1 Site Provider will not be liable for enforcing any agreement that was made between a Wellness Expert and a Member, including a Member fee agreement. The Member will be solely responsible for any agreement made with a Wellness Expert.
8.2 In the event of a dispute regarding any Transaction conducted via the Wellness Platform or a Site, the Member hereby relieves Site Provider, its affiliates, their respective officers, directors, shareholders, employees, sub-contractors and agents from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including, without limitation, court costs and attorneys’ fees, which Member may have against one or more of the above.
9. Limitation of Liability
9.1 MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT SITE PROVIDER, ITS AFFILIATES, AND ANY OF THE FOREGOING’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS SHALL NOT BE LIABLE TO ANY MEMBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE). MEMBER FURTHER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) SITE PROVIDER, ITS AFFILIATES AND THE FOREGOING’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS’ AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE SITES WILL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT OF MONEY PAID BY MEMBER TO WELLNESS EXPERTS THROUGH THE APPLICABLE SITE IN THE ONE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE AND $100; AND (B) SITE PROVIDER DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY AN Wellness Expert IN CONNECTION WITH PAYMENT FOR SERVICES BY THE MEMBER AND MEMBER AGREES TO INDEMNIFY, DEFEND AND HOLD SITE PROVIDER HARMLESS IN CONNECTION WITH ANY SUCH CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, IN TORT OR OTHERWISE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR NEGLIGENCE.
9.2 In the event applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law, and the maximum liability to Site Provider will be capped at $10. This section (limitation of liability) shall survive termination or expiration of this Agreement.
10. Member Affirmation, Conduct and Use
10.1 By submitting the Member registration form, you, the Member, represent, warrant and agree to the following:
10.2 You are at least 18 years of age or a legally organized entity, and that you are authorized to submit a Member registration, or that you are authorized to represent the person who is submitting a Member registration, and that you are authorized to sign the Member registration form on behalf of yourself or on behalf of the person that you represent and bind him or her.
10.3 The information furnished by you in the registration form is accurate, true, current and complete, and you will maintain and update such information during the term of this Agreement so that it will remain accurate, true, current and complete.
10.4 You are solely and fully liable for all conduct, postings and transmissions that are made under your user name and password.
10.5 You are solely responsible for verifying the Wellness Expert’s identity, qualifications, credentials, biographic information, licenses held and other information.
10.6 Site Provider is not involved in any transactions between you and any Wellness Expert.
10.7 Site Provider takes no responsibility for verifying the identity, qualifications, credentials, biographic information, licensure, and/or any other information regarding any of the Wellness Experts.
10.8 Site Provider does not control the quality, relevance or accuracy of any advice provided by an Wellness Expert, and Site Provider does not determine whether any Wellness Expert is qualified to provide any specific advice, whether an Wellness Expert is categorized correctly or in the most appropriate category to provide the advice sought by a Member, or whether any postings on the Wellness Platform or a Site or any transmissions through the foregoing by a Member or an Wellness Expert is accurate, correct, relevant or appropriate.
10.9 You hereby grant Site Provider an unlimited, irrevocable, royalty-free license to use, reproduce, edit, copy, transmit, distribute, publicly display, publicly perform, create derivative works based on, on a world-wide basis, any information or content that you post, transmit, deliver or receive via the Wellness Platform, a Site or otherwise from or to an Wellness Expert.
10.10 All interactions between you and a Wellness Expert will be billed through the Wellness Platform membership plan in effect that you choose, regardless if the interaction is online or offline. You agree to abide by the pricing terms agreed upon in the Membership Plan with an Wellness Expert while using the Sites and to pay the Site Provider all fees for Services rendered to you by the Wellness Experts.
10.11 Member will not take any actions that may undermine, disrupt or manipulate the integrity of the Member feedback (rating) system on any Site. Site Provider also reserves the right to exclude without explanation any rating that we think may compromise the integrity of the Member feedback system.
10.12 Member will not interfere with or disrupt, or attempt to interfere with or disrupt, any Site Provider servers, networks or equipment connected to a Site.
10.13 Member will not transmit, upload, email, post or otherwise make available through the Service or any Site: (A) any “junk mail”, “spam”, or any other types of unsolicited email or bulletin board postings; or (B) any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind.
10.14 Member will not disobey or breach this Agreement or any other applicable agreements or instructions conveyed by Site Provider.
10.15 Member will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code.
10.16 Member will not transmit, upload, email, post or otherwise make available: (A) any information or material that infringes upon a third party right, especially intellectual property rights; (B) any third party advertisements, including banner exchange services; (C) any software viruses, Trojan horses, worms or any other malicious application or code; or (D) any information or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law.
10.17 Site Provider enables the transfer of files between Members and Wellness Experts. When opening such file attachments received from Wellness Experts it is the Member’s responsibility to scan them with an anti-virus software application prior to opening them.
10.18 Member will not impersonate any person or entity, or make any false statement regarding his or her employment, agency or affiliation with any person or entity.
10.19 Member will not stalk, threaten or harass any Wellness Expert or Member or infringe upon or attempt to infringe upon their privacy.
10.20 Site Provider may elect, but is not required, to review the Member’s personal profile and amend any typing or spelling errors. Site Provider does not examine the validity or accuracy of the details in the Member’s personal profile or in any of the Member’s postings or transmissions. Without derogating from the above or any other term of this Agreement, Site Provider may, in its absolute discretion, refuse to post, transmit or remove any content uploaded by the Member and/or remove any content violating this Agreement. The Member will bear all the risks associated with the uploading and transmitting of material while utilizing a Site and/or Site Provider’s Services, including reliance on its accuracy, reliability or legality.
11. Payments and Fees
11.1 PAYMENTS: You agree to pay all applicable fees related to your use of the Site or any part of the Site. We may suspend or terminate your account and/or access to our Services and this website if your payment is late and/or your offered payment method (e.g., credit card, PayPal account, etc.) cannot be processed. By providing a payment method, you expressly authorize us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services.
11.2 If you sign up for a paid subscription to use our Service (“Subscription”), we will charge your credit card for your first fee on the date that we process the order for your Subscription.
11.3 IMPORTANT NOTICE: Unless you cancel prior to the expiration of your current Subscription, we will automatically renew your Subscription on each monthly or yearly (depending on the Subscription you have chosen) anniversary of the date that we charged your credit card for the first Subscription fee. If you sign up for a Subscription that includes a free-trial period, unless you have canceled your membership prior to the expiration of the free-trial period, as authorized by you during the memberships sign-up process, we will automatically charge you for the first monthly or yearly membership fee upon the expiration of the free-trial period and each subsequent membership fee on the anniversary of the date of the first billing. We will charge your credit card with the applicable renewal Subscription fee and any Taxes (as defined below) that may be imposed on such fee payments. Subscriptions must be canceled prior to the applicable renewal date.
11.4 You may cancel your Subscription directly through your account on the site; provided that any Subscription fees charged prior to the effective date of cancellation will not be refunded, in whole or in part.
11.5 All fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your use of the Site (collectively, “Taxes”). You are solely responsible for the payment of any such Taxes. In the event we are required to pay Taxes on your behalf, you shall promptly reimburse us for all amounts paid.
11.6 We understand that you might cancel your account, but please know that we will not provide any refund(s) and you will be responsible for paying any balance due on the account. To make things less complicated, you agree that we may charge any unpaid fees to your provided payment method and/or send you a bill for such unpaid fees.
11.7 Member shall ensure that all PayPal or credit card and payment information presented by Member is accurate and correct and kept updated at all times and that Member is fully authorized to use such credit card and payment information for purposes of paying for Services made available via the Wellness Platform.
11.8 Member is solely responsible for paying all fees incurred for the use of the Wellness Platform, including each Transaction under the Member’s account. See also User Name and Password. Member shall also be responsible to reimburse Site Provider for any expenses incurred by Site Provider to collect fees, including but not limited to any fees resulting from incorrect credit card information or fees incurred under a Member’s account disputed in violation of this Agreement.
11.9 A Member may make payments by charging the fees to the credit or debit card or the PayPal account on file. Each Member hereby expressly authorizes payments for all fees for each Transaction occurring under the Member’s account. Additionally, Member may deposit amounts as reserved funds as part of the Member Account. Deposits may be made via a credit or debit card or PayPal account. Fees will then be deducted from the reserved funds as incurred, either as Services are rendered, or promptly after a session with an Wellness Expert ends. The reserve funds feature is offered by Site Provider to Members for their convenience and is free for active accounts. Site Provider reserves the right to charge an administrative fee of up to $ US 5.00 (the “Account Maintenance Fee”) each month for inactive reserve funds (i.e., account reserve funds that have not been added to, or used for Transactions) for three or more months, which amounts shall be deducted automatically from the reserve funds. Site Provider will use reasonable efforts to process the payments due from the Member according to the terms agreed upon between Member and a Wellness Expert within seven (7) working days from the execution date of each transaction. Due to credit card and debit card payment processes, there may be a delay in processing charges. Charges incurred over a several-day period may be consolidated and charged as a single charge to the Member’s credit card or debit card. As a result, it is recommended that Members keep track of their own usage.
11.10 Site Provider’s billing system is not fault-free; therefore Site Provider shall not be liable for any problems, miscalculations or malfunctions in processing the payments owed by the Member.
11.11 Members are solely responsible and liable for all uses of the Wellness Platform (including, but not limited to, the selection of Wellness Experts, communications with Wellness Experts and fee arrangements with Wellness Experts), and Members assume the risk that any communications with an Wellness Expert may or may not address a Member’s questions or otherwise be satisfactory, relevant or acceptable to the Member.
11.12 Fees: Site Provider offers certain enhanced features of the Services that User can purchase as a subscription (“Subscription”). A description of features associated with Subscriptions is available via the Services. When User purchases a Subscription or a Product (each, a “Transaction”), we may ask User to supply additional information relevant to User’s Transaction, such as User’s credit card number, the expiration date of User’s credit card and User’s address(es) for billing and delivery (such information, “Payment Information”). User represents and warrants that User has the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by User for a Transaction through the Services will be presented to User before User places any order. If User chooses to initiate a Transaction via the Services, User authorizes us to provide User Payment Information to third party service providers so we can complete User’s Transaction and agrees (a) to pay the applicable fees and any taxes; (b) that Site Provider may charge User’s credit card or third party payment processing account, including, but not limited to, User’s account with the app store or distribution platform (like the Apple App Store, Google Play, our web site or the Amazon Appstore, Slack App Store, Teams App Store or Zoom App Store) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that User’s App Provider, bank or other financial service provider may levy on User as well as any taxes or fees that may apply to User’s order.
11.13 User will receive a confirmation email after we confirm the payment for User’s order. User’s order is not binding on Site Provider until accepted and confirmed by Site Provider. All payments made are non-refundable and non-transferable except as expressly provided in these Terms. If User has any concerns or objections regarding charges, User agrees to raise them with us first and User agrees not to cancel or reject any credit card or third-party payment processing charges unless User has made a reasonable attempt at resolving the matter directly with Site Provider.
11.14 Site Provider reserves the right to not process or to cancel User’s order in certain circumstances, for example, if User’s credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Site Provider deems appropriate in its sole discretion. Site Provider also reserves the right, in its sole discretion, to take steps to verify User’s identity in connection with User’s order. User may need to provide additional information to verify User’s identity before completing User’s Transaction (such information is included within the definition of Payment Information). Site Provider will either not charge User or refund the charges for orders that we do not process or cancel.
11.15 Subscriptions Automatically Renew Until User Cancels & How to Cancel User Subscription: All amounts are payable and charged: (i) For one-off purchases, at the time User places your order; and (ii) Subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until User cancels it, at the time of each renewal until User cancels, using the Payment Information you have provided. User must cancel monthly or yearly Subscription before it renews to avoid billing of the fees for the next Subscription period.
11.16 If User purchases a Subscription via the Site, User can cancel the renewal of User’s subscription at any time by contacting us by email at [email protected] If User purchases Subscription via an App Provider (such as Apple App Store or Google Play), User can cancel the renewal of User’s subscription at any time with the App Provider. User will not receive a refund for the fees already paid for User’s current Subscription period and User will continue to receive the Services ordered until the end of the current Subscription period.
11.17 Feedback We welcome feedback, comments and suggestions for improvements to the Services or Products (“Feedback”). Users can submit Feedback by emailing us at [email protected] User grants to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that User owns or controls to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
11.18 Future Functionality: User agrees that purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Site Provider regarding future functionality or features.
12. User Name and Password
12.1 When you, the Member, create and open an account with Site Provider, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name and/or password. You may not use the account, username or password of someone else at any time. You will immediately notify Site Provider of any unauthorized use of Member’s password, user name, e-mail, or any other breach of security. Site Provider encourages Member to change their password at least once a month. Site Provider will not be liable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. Site Provider will hold you liable and responsible for any losses incurred by Site Provider due to someone else’s use of your account or password.
13. HIPAA Waiver for Digital Communication, De-Identified Data & Holistic Medicine
13.1 HIPAA Waiver for Digital Communication, Virtual Appointments and Program Participation: Member consents to voluntarily communicating with Wellness Expert through digital communication (i.e., email, video conference, SMS, video content messages and various other forms of digital and internet communication). Site Provider does its absolute best to maintain security using secure websites, but does not guarantee secure Text messaging, emails, audio or video calls.
13.2 Telemedicine and Remote Appointments: Remote appointments through video conference and/or phone meetings is standard practice among Wellness Experts with an online and digital platform.
13.3 Digital Meetings: Being a mobile/virtual practice, Wellness Experts standard practice for consultations and programs include video conferencing. Videos will not be released to the public without Member written consent.
13.4 De-identified anonymous data for Research/Publication: In addition to optimizing and improving health, Site Provider is also interested in conducting research on the science of food, personalized nutrition and its role in health and wellness. The use of Member’s anonymized or de-identified data is crucial to this research. De-identified data is information from which there is no reasonable basis to believe one could be identified as an individual. Names, phone numbers, street and email addresses, financial information, face photos and codes are removed from anonymized data. As such, you consent to data obtained during treatment by a Wellness Expert to be used for scientific research, including the presentation and publication of results on the condition that any/all data is de-identified to protect your anonymity.
13.5 Digital/Electronic Communication Agreement: The Member may be contacted by phone, voicemail, email, text or other digital forms of communication by Wellness Expert to consult or get any other information.
14. Insurance, Medicare, Workers Comp, Financial Responsibility & Claim Processing
14.1 Outside the Conventional Standard of Care: All of the recommended Wellness Expert Services fall “outside the conventional standard of care” and are not be approved/covered by health insurance carriers. As such, Member accepts full responsibility for all associated costs and fees.
14.2 Insurance: Site Provider Does Not Accept Insurance and requires payment in full with credit cards–Site Provider cannot accept cash–at time of service booking or program registration.
14.3 Insurance, Medicare and Workers Comp: Site Provider does not accept insurance, is not a medicare or workers comp provider.
14.4 Financial Responsibility: Member accepts full responsibility for all associated costs and fees associated with Site Provider’s Services.
14.5 Payment Due when booking Services, and/or when purchasing any related Site Provider products, such as supplements.
14.6 Processing Insurance Claims: Site Provider does not accept or process insurance claims.
14.7 Current Contact: Member is responsible for keeping billing information current with Site Provider. In addition, any changes to billing or contact information such as new/expired credit card, change in billing address and/or phone numbers must be submitted to [email protected] immediately.
14.8 Collection Account Fees: If Member’s account is sent to a collection agency and/or attorney, they will be responsible for all Site Provider collection agency and attorney fees and costs.
15. Links
15.1 The Sites may contain links or other content related to web sites, products and/or Services offered by third parties. Site Provider has no control over any such links, content, web sites, products or Services or any information provided or transmitted via such links, web sites, products or Services, or otherwise provided by any such third party. The Member acknowledges and agrees that Site Provider is not responsible for the availability of such third party links, content, web sites, products or Services and will not be responsible or liable for any content, advertising, products or other materials contained therein or the business practices or privacy practices related thereto. The Member warrants and agrees that Site Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such link, web site, content, product and/or service. Site Provider encourages the Member to, at a minimum, be aware when he or she leaves a Site and to review the privacy practices related to third party sites.
16. Advertisements
16.1 Site Provider may include on the Sites advertisements on its own behalf or paid advertisements on behalf of third parties. By clicking on the advertisements, the Member may be redirected to a web site of the advertiser or receive other messages, information or offers from the advertiser.
16.2 The Member acknowledges and agrees that the Site Provider is not liable or responsible for the content, products or Services of such advertisers or the web sites, links, information, messages, offers or privacy practices of such advertisers. The Member is wholly liable for all communications and transactions with advertisers.
17. Modifications and Termination of Services
17.1 Site Provider reserves the right to modify or discontinue, temporarily or permanently, any service in or on the Sites, with or without notice to Member. Member agrees that Site Provider shall not be liable to Member or to any third party for any modification or discontinuance of any service offered by Site Provider, or for any losses or damages that may result to Member or any third party from such discontinuation or interruption of service.
17.2 Site Provider’s Services depend on various factors such as software, hardware and communications networks of Site Provider, its contractors and suppliers. Site Provider does not guarantee that Site Provider’s service will be uninterrupted or that it will be timely, secure or error-free.
17.3 Site Provider, in its sole discretion and for any reason, may terminate Member’s participation in the Services and refuse any and all current or future use by Member of the Sites.
18. Site Provider Intellectual Property
18.1 The Sites contain copyrighted material, trade secrets and proprietary information owned by Site Provider or its licensors. This Agreement does not grant to the Member any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Sites or any material or information appearing on the Sites or any Services offered by Site Provider. The Member may not create any derivative work or technology based upon any trade secret, intellectual property, confidential or proprietary information of Site Provider or its licensors. Furthermore, the Member may not sub-license, assign, transfer, sell or make any other commercial use of his or her membership in the Sites.
18.2 The Member may not adapt or use any trademark, service mark, trade name, logo or domain name similar to or likely to be confused with those of Site Provider or its licensors, or take any other action that infringes upon or impairs Site Provider’s trademark or other intellectual property rights.
18.3 Site Provider or its suppliers are the sole owners of all intellectual property, and in particular the copyright, trademarks, database and patents, in the Sites and in any software, application, graphics, text and other materials used therein, including the organization and selection of the materials contained therein. In addition, except as otherwise expressly set forth or provided in this Agreement, Site Provider or its suppliers shall retain all ownership rights in and to all content displayed on the Sites, including copies of data transferred or received by Member through the Sites. This section shall survive expiration or termination of this Agreement.
19. Privacy Policy
19.1 We respect the information that you provide to us, and want to be sure you fully understand exactly how we use that information. By registering as a Member and agreeing to the terms and conditions of this Agreement, you are also agreeing to the terms of Site Provider’s Privacy Policy. So, please review our Privacy Policy (“Privacy Policy”) which explains everything available here.
20. Permitted and Required Disclosures
Site Provider may disclose Member information including, but not limited to, personal information, transcripts, surveys, and recordings, if Site Provider reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Site Provider’s liability in an actual or potential lawsuit, (iii) is necessary or appropriate to protect Site Provider’s rights or property, or the rights or property of any person or entity, (iv) is necessary to enforce this Agreement (including, but not limited to ensuring payment of fees by Members), or (v) is required or necessary to deter illegal behavior (including, but not limited to, fraud).
21. Contributions To Site
Any text, photographs, artwork, ideas, questions, reviews, comments, suggestions or other content that you submit or post to the Site or otherwise provide to us are referred to as “User Content”. The following terms apply to User Content:
21.1 License to Site Provider. By sharing, submitting or uploading any User Content, you grant Site Provider a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, display, publish, perform, sell, transmit, adapt, translate, modify, reverse-engineer, disassemble and create derivative works from your User Content in any manner existing now or created in the future. Subject to the license above, you retain ownership of User Content.
21.2 Waiver of Moral Rights. You irrevocably waive and agree not to assert any rights, including any “moral rights,” that you have to prevent us from exploiting the rights granted in Section 21.1.
21.3 Your Responsibility for User Content. You acknowledge and agree that you are solely responsible for all the User Content that you make available through the Site. Accordingly, you represent and warrant that: (1) you have all rights, licenses, consents and releases necessary to grant NourishDoc the required rights to disseminate any User Content and (2) neither your User Content nor your posting, uploading, publication, submission or transmittal of this User Content or Site Provider’s use of your uploaded User Content (or any portion thereof) on, through or by the means of the Site, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation.
21.4 No Obligations Regarding User Content. Site Provider will not have any obligation to hold any User Content in confidence or compensate you or anyone else for its use. Site Provider has the right to remove or edit any User Content for any reason or no reason at all.
22. Infringement
22.1 Infringement Notification. Site Provider respects the rights of others and we expect users of our Site and Services to do the same. These Terms prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.
22.2 How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by fax or regular mail to Site Provider’s designated Copyright Agent to receive notifications of claimed infringement by one of the following means:
DesignDolce LLC Copyright Agent
50 Woodside Plaza #612
Redwood City, CA 94061
[email protected]
and with the information that sets forth the items specified below:
Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.
Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit Site Provider. to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.
Include details of your claim to the material, or your relationship to the material’s copyright holder.
Provide your full name, address, and telephone number should we need to clarify your claim.
Provide a working email address where we can contact you to confirm your claim.
If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”
If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”
Sign the document, physically or electronically.
23. Limited License
Site Provider grants Member a limited, nonexclusive, revocable right to use the Sites provided that Member does not copy, modify, create a derivative work of, reverse engineer or otherwise attempt to discover any source code thereof, and provided further that you remain fully compliant with all terms and conditions of this Agreement and all other policies referenced herein or otherwise made available on the Sites.
24. Indemnification
Member shall defend, indemnify and hold Site Provider, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by Member according to this Agreement; (b) Member’s refusal to pay for Services provided by any Wellness Expert; (c) any content Member submits, posts or transmits through a Site and/or the Wellness Platform or otherwise provided by Member; (d) Member’s use of any Site and/or the Wellness Platform; and (e) Member’s participation in the Refer-a-Friend program. This section shall survive expiration or termination of this Agreement.
25. Notice
25.1 Site Provider may provide notices or other communications to you regarding changes to this Agreement and/or changes to any aspect of the Wellness Platform or Sites, by email to the email address that we have on record, by regular mail or by posting on the Site and/or the Wellness Platform. The date of receipt shall be deemed the date on which such notice is given. Notices sent to Site Provider must be delivered via express delivery or regular mail to:
Design Dolce LLC
50 Woodside Plaza
Ste 612
Redwood City, CA 94061
26. No Assignment
26.1 You shall not assign your rights or obligations pursuant to this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of the Site Provider. Any purported assignment without the prior written approval of Site Provider will be null and void and of no force or effect.
27. Miscellaneous
27.1 Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the State of California (excluding any rules governing choice of laws), and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in County of San Mateo, California. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Site Provider and Member with respect to the subject matter hereof, and Member has not relied upon any promises or representations by Site Provider with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States are not permitted to use or access the Wellness Platform or the Sites.
27.2 No amendment to this Agreement will be effective unless made in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
28. Violation
You may report any violation of this Agreement to the Site Provider at:
[email protected]
NourishDoc [BETA RELEASE] Expert Terms and Conditions
Design Dolce, LLC, (“Site Provider”, “us”, “our” or “we”), owns and operates this NourishDoc.com platform (“Site”, or “Platform”). These Terms of Use (“Terms”) constitute a legally binding agreement (“Agreement”) made by and between Site Provider and the user of this Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”, “Expert”, “User”, “Member”). The Terms of this Agreement govern your use of the services we make available on this Site (“Services”).
When you register as an Expert, you automatically become a site customer (“Member”); therefore, the Member Terms and Conditions are an integral part hereof and are incorporated herein.
BY ACCESSING OR USING ANY PART OF THE SITE OR SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS, WHICH CONTAIN AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS. YOU ALSO AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PRIVACY POLICY, WHICH DESCRIBES HOW WE COLLECT, USE AND DISCLOSE YOUR DATA AND WHICH IS INCORPORATED INTO THESE TERMS, AND YOU CONSENT TO SUCH COLLECTION, USE, AND DISCLOSURE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE OR ANY SERVICES.
If you have any questions about these Terms, please contact us by email at [email protected]
KEY TERMS
1.1. “Content” means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Expert Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
1.2. “Client Member” or “Client”, “Customer”, “Consumer”, or “Student”” means a Member who is registered to receive Expert Services, requests online health coaching, wellness quotes, classes, courses, workshops, packages, programs, consultations, or any other wellness service for Expert Services, or otherwise uses the Platform to receive, pay for, review, or facilitate the receipt of Expert Services.
1.3. “Member” means a person or entity who completes Site Provider’s account registration process or a person or entity who submits or receives a request through Site Provider, including but not limited to Expert Members and Client Members.
1.4. “Platform” means all Site Provider websites, mobile or other applications, software, processes and any other services provided by or through Site Provider. Site Provider provides a wellness marketplace and Expert platform that allows an Expert to present his or her expertise and sell online health coaching, wellness advice, courses, packages, consultations, and any other wellness services and products to interested Members. Site Provider, via the Expert platform, enables Members to communicate directly with Expert/Experts and for Expert/Experts to receive payments from Members.
1.5. “Expert Services” means the services listed, quoted, scheduled, offered or provided by Expert Members, or sought, scheduled or received by Client Members, through the Platform. Expert services provided by Experts on Platform can only occur as wellness education, wellness coaching, wellness consultation, spiritual direction/healing, goal achievement, holistic coaching, holistic consultation, Ayurvedic diet and/or lifestyle coaching, or some form of alternative, complementary, and integrative medicine consultation and/or coaching.
1.6. “Expert Member” or “Expert”, “Practitioner”, “Health Coach” or “Provider” means a Member who is registered to offer Expert Services, offer online health coaching, wellness advice, courses, packages, consultations, and any other wellness services or otherwise uses the Platform to offer, provide, receive payment for, or facilitate the provision of Expert Services. An Expert can be a physician, doctor, physical therapist, practitioner, researcher, professor, instructor, holistic or natural medical professional in Functional medicine, Yoga, Ayurveda, Acupuncture, Chiropractic, natural medicine, herbal medicine, alternative medicine, complementary medicine, or any form of integrative medicine professional, health coach, nutritionist, dietitian or any other professional
1.7. “Site Provider Content” means all Content Site Provider makes available on or through the Platform, including any Content licensed from a third party, but excluding User Content.
1.8. “Submitted Course Content” means all Content Expert makes available on or through the Platform for payment by Client Members. These include but are not limited to online classes, courses, workshops, wellness plans and any other paid service, including content you post for lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, and announcements.
1.9. “User Content” means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Member or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding Site Provider Content and Feedback.
1.10. “Collective Content” means User Content and Site Provider Content together.
GENERAL
2.1. . To use the Site you must be, and represent and warrant that you are, of legal age (18 years of age or older) and competence. By using the Site on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Site constitutes that third party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the website of any of our affiliates, you are not permitted to access the Site.
2.2. Permission to Use the Site. Subject to your compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, and revocable right to access the Site and use the Services for your use as we intend by these Terms. Site Provider reserves the right to monitor the Site for the purpose of determining that your usage complies with these Terms.
2.3. Prohibited Conduct. You may not use the Site or Services other than as expressly permitted by Section 2.2 above. Without limitation, you will not, directly or indirectly: (a) copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Site; (b) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Service or Site (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (c) interfere with or damage the Service, Site, or any underlying technology; (d) impersonate or misrepresent your identity or affiliation; (e) attempt to obtain unauthorized access to the Service or Site; (f) collect information about users of the Site or the Service without the users’ written approval except as provided herein; (g) violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms; (h) violate any law, rule, or regulation, or (i) interfere with any third party’s ability to use or enjoy, or our ability to provide, the Service or Site.
2.4. Additional Terms. Site Provider’s Privacy Policy (which describes how we collect, use and disclose your data and your consent to such collection, use, and disclosure) is incorporated into and is a part of these Terms.
ACCOUNT REGISTRATION; ACCOUNT USE
3.1. Account Registration. To access the Services through the Site, you must become a registered user of the Site (“Registered User”). To become a Registered User, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim).
3.2. Security of Your Account. You agree to notify the Site Provider immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge to the fullest extent permitted by applicable law. You will be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by the Site Provider or a third party due to someone else using your account.
3.3. No Obligation to Retain a Record of Your Account. Site Provider has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Services.
3.4. Membership. Site Provider provides Experts several different membership options. The features and availability of membership options and benefits may change from time to time at the sole discretion of Site Provider and upon reasonable notice posted in advance on the Site.
RELATIONSHIPS
4.1. Between Client and Expert. The Services to be performed by the Expert are between a Client and an Expert. Upon confirmation of a purchase of a wellness product, wellness service, wellness course, or any other wellness offering, the Client agrees to purchase, and the Expert agrees to perform the Services in accordance with the following agreements: (a) any agreement directly between Client and Expert, (b) these Terms, and (c) any other content uploaded to the Site by Site Provider (collectively, the “Agreement”). You agree not to enter into any contractual provisions in conflict with these Terms. Any other provision of an Agreement in conflict with these Terms is void. Client is responsible for managing, inspecting, accepting and paying for satisfactory Services in accordance with the Agreement in a timely manner. Client and Expert each covenant and agrees to act with good faith and fair dealing in performance of the Agreement.
4.2. Between Registered Users and Site Provider.
4.2.1. General. Site Provider is not a party to the dealing, contracting, and fulfillment of any Services between a Client and an Expert. Site Provider has no control over and does not guarantee the quality, safety or legality of any Services performed, advertised, the truth or accuracy of Expert listings, the qualifications, background, or abilities of Registered Users, the ability of Experts to perform Services, the ability of Clients to pay for Services, or that a Client or Expert can or will actually complete the Services. Site Provider is not responsible for and will not control the manner in which an Expert operates and is not involved in the hiring, firing, discipline or working conditions of the Expert. All rights and obligations for the purchase and sale of Services are solely between a Client and an Expert. Site Provider will not provide any Expert with any materials, equipment, or facility to complete any Services. Clients and Expert must look solely to the other for enforcement and performance of all the rights and obligations arising from Agreement and any other terms, conditions, representations, or warranties associated with such dealings. Client acknowledges and agrees that Site Provider does not supervise, direct or control an Expert’s Services or the Services in any manner. Client and Expert each acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements as set forth in their Agreement. Clients and Experts further agree that Site Provider has the right to take such actions with respect to the Agreement or their Site Provider accounts, including without limitation, suspension, termination, or any other legal actions, as Site Provider in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Site. EXPERT AND CLIENT ASSUME ALL RISK IN CONNECTION WITH THE SERVICES BETWEEN EXPERT AND CLIENT, INCLUDING THE SAFETY AND CONDUCT OF ANY EXPERT OR ANY CLIENT. SITE PROVIDER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTS OR OMISSIONS OF THE CLIENT OR EXPERT OR BOTH, AS APPLICABLE.
4.2.2. Background, Certification, and Reference Checks. Site Provider does not employ, recommend or endorse any Expert or Client, nor is it responsible for the conduct of any Expert or Client. Site Provider provides a tool to connect Expert and Clients. Client acknowledges and agrees that Client is responsible for determining if the Expert they hire is qualified to perform the Services at hand and for complying will all applicable laws in connection with the relationship with the Services. Notwithstanding the foregoing, Experts who have registered as “Site Provider Select” have completed a background, certifications and reference checks with Site Provider. Please click here to learn more about the guidelines to become a “Site Provider Select.” Nothing contained herein shall be construed as an obligation by Site Provider to perform background checks, or verification checks on any Registered Users. To the extent Site Provider performs such checks on certain Registered Users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Services.
4.2.3. Agency. These Terms and any registration for or subsequent use of this Site by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Site Provider, except and solely to the extent expressly stated.
4.2.4. Independent Contractors. Experts are independent contractors of Site Provider, and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee, or agency relationship between an Expert and Site Provider for any purpose. Neither party shall have or hold itself out to any third party as having any authority to make any statements, representations, or commitments of any kind or to take any action that shall be binding on the other, except as provided for in this Agreement or authorized in writing by the party to be bound.
4.2.5. As independent contractors, Experts shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Site Provider to its employees. Site Provider shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker’s compensation insurance on Experts’ behalf. As an independent contractor, each Expert shall be independently and solely responsible for any income, sales and use, or other tax which Expert may be or become obligated to pay by virtue of Expert’s receipt of any fees or other remuneration. Experts shall be responsible for, and shall indemnify Site Provider against all such taxes or contributions including penalties and interest.
FEES AND PAYMENTS
5.1. Fees.
5.1.1. Subscription and Services Fees. Site Provider assesses one or more of the following subscription and service fees to access and use the Site and/or Expert Services (“Service Fees”), as applicable, on payments made by Clients to Experts through the Site:
5.1.2. Interactions. All interactions between Experts and Members will be billed through the Platform, regardless of whether the interaction is online or offline. Site Provider will use reasonable efforts to process each Client’s chosen payment method for the amount of the purchase (subject to Site Provider’s fee structure below) within 7 business days after the Expert Service has concluded.
5.1.3. Subscription Fee: For a limited time, there is no Subscription Fee for Experts.
5.1.4. Transaction Fee: Site Provider’s present fee structure consists of a transaction fee for each Expert Service. Site Provider will assess a per-transaction “Transaction Fee” to offset its expenses, including but not limited to those related to promoting trust and safety on the Site platform as well as other operational costs of running the platform. In the event of non-performance of any Services by the Provider, the Transaction Fee is non-refundable.
5.1.4.1. Transaction Fees are applied after the Client has been invoiced, has paid, and completed the final session of the Expert Service as follows.
5.1.5. Types of Service Fees:
5.1.5.1. Group Expert Service: Expert Service for groups with more than one Client (including but not limited to group coaching, questions and answer sessions with Expert): 40% transaction fee from the net payment received. “Net payments” shall equal all gross sales of a course or plan, less all expenses paid for applicable Transaction Fees and Taxes to third party payment gateways and platforms during the corresponding period.
5.1.5.2. Individual Expert Service: Expert Service for one Client with one on one health coaching sessions (including but not limited to personal coaching, questions and answer sessions with Expert): 20% transaction fee from the net payment received. “Net payments” shall equal all gross sales of a course or plan, less all expenses paid for applicable Transaction Fees and Taxes to third party payment gateways and platforms during the corresponding period.
5.2. Change of Fees: Site Provider may modify the fees at any time without prior notice but will use reasonable efforts to provide advance notice. Administrative fees may apply for additional administrative functions such as cancelling checks or initiating wire transfers.
5.3. Marketing on Expert’s Business Website: Experts are allowed to market similar but not identical services on their own business websites (“Expert Business Website”) that are similar to services offered on the Site platform, but Expert warrants and represents that fees for such services shall not be less than the fees listed through the Site. Offering lesser fees on Expert Business Website for same or similar services to those offered on the Site Platform will be considered breach of this Agreement.
5.4. Non-Performance/Cancellation. In the event that an Expert does not perform any services for which it has taken payment through the Site Platform, and Client is entitled to a refund, Expert agrees to refund the full amount paid by Client to the Client including the costs of the Transaction Fee as well. Site Provider will not be responsible for Transfer Fee costs.
5.5. Promotions. Site Provider may, at its sole discretion, make available promotions with different features to any of our Clients or prospective Clients. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with the Site Provider.
5.6. Credit Card Authorization. Upon addition of a new payment method or each transaction request, Site Provider may seek authorization of your selected payment method to verify your payment method, and protect against unauthorized behavior.
PAYMENTS.
6.1. Payment Methods. Clients and Experts are charged a fee as described above. In order to use the Services, Client must provide account information for at least a valid PayPal account (“Payment Method”). By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When a Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under these Terms cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means. All financial transactions will be processed by our third-party payment processor, currently Paypal or Stripe Inc. and its affiliates. Please review their terms of use and privacy policies at their sites to better understand their practices.
(a) Taxes. Registered Users are responsible for payment and reporting of any taxes. Experts are solely responsible for the timely and accurate entry and submission of charges for the Services they provide to Clients (including all applicable sales, use and other taxes, for which Experts or Clients are responsible to calculate, request payment of, collect and remit to the appropriate tax authorities) utilizing the Services. Such invoices shall reflect that the sums due are solely for the Services provided by Experts, and not for any Services of Site Provider, and that Site Provider is not considered to be an agent, reseller or co-vendor with Practitioner with respect to the Services. Each Practitioner shall indemnify and hold Site Provider harmless from any and all claims by any tax authority that Site Provider is liable for sales tax on any sums paid for Practitioner’s Services. Each Practitioner agrees that to the extent Site Provider is assessed a tax for any Services to a Client, Site Provider is entitled to immediate reimbursement from Practitioner or Client of any such assessments.
(b) Authorized Payments are Final. Your use of the Site constitutes your agreement to pay for any amounts which you authorize us to charge to your payment card. Such payments, once authorized, are final. Client hereby releases Site Provider from any and all liability with respect to such Payment.
(c) Fraud and Error. Site Provider reserves the right to seek reimbursement from you, and you will reimburse Site Provider, if Site Provider discovers a fraudulent transaction, erroneous or duplicate transaction, or if Site Provider receives a chargeback or reversal from any Payment Method for any reason. You agree to and acknowledge Site Provider’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Site Provider in an effort to investigate fraud. You agree that Site Provider has the right to obtain such reimbursement by charging the Payment Method associated with your Site Provider account or obtaining reimbursement from you by any other lawful means, including using a third-party collection agency. Failure to pay for reimbursements of a charge back or a reversal of payment is cause for termination of your Site Provider account, without limitation of any other available rights or remedies.
(d) Currency. All invoices and Payments operate in US Dollars.
6.1.1. If a Client asks for a refund after we have paid the relevant Expert payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the Expert or (2) where no further payments are due to the Expert or the payments are insufficient to cover the refunded amounts, require the Expert to refund any amounts refunded to Members for the Expert’s Services.
6.1.2. Payment period. Within 30 days following the end of each month, the Site Provider will deliver payment of the Expert fee as calculated above via Paypal or Stripe online payments. You are solely responsible for reporting and paying any applicable tax or tariffs in connection with fees receivable or received from Site Provider.
6.1.3. Chargeback provision. Notwithstanding the above, Site Provider may withhold, in its discretion, amounts paid by Members by credit card until adequate time has passed to ensure that the payment will not be disputed or charged back or, if Site Provider reasonably believes that fraud may have occurred in connection with payment, until Site Provider is able to verify that no fraud has occurred. If a Client has not paid or has later charged back payment, no Expert fee will be paid to you for that transaction and if payment had already been made to you, you are required to prepay this amount immediately to Site Provider, and Site Provider may deduct this amount from your account or from future payments. If you simultaneously participate as a Client, Site Provider may transfer or set off payments from your pending earnings as an Expert to your outstanding balance as a Client.
6.1.4. Free Expert Service. Commission fees will not apply to any advice or information given for free in accordance with this Agreement.
6.1.5. Payment Errors: Site Provider’s billing system is not error-free, and Site Provider shall not be liable for any miscalculations or malfunctions in processing payments. If you think a mistake has occurred, you must submit a complaint to the Site Provider’s service department here within 30 days of discovery of such mistake.
INTELLECTUAL PROPERTY; LIMITED LICENSE; THIRD-PARTY CONTENT AND SERVICES
7.1. Intellectual Property Rights. All content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Site and/or Services (“Site Design”), and all software and other technology used to provide the Site and/or Services (“Technology”), are owned by or licensed to Site Provider and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.
7.2. Third-party Content. The Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party websites. Site Provider is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.
7.3. Third-party Services. Third parties may offer their services directly to you through the Site. In such a case, you may be required to agree to the third party’s terms of service and/or privacy policy to use the service. Site Provider will not be liable in any way for the acts or omissions of such third party, the terms of service or privacy policy of the third party or its failure to adhere to its terms of service or privacy policy, or any loss, damages, liability or expenses (including attorneys’ fees) that you may incur arising from or related to such third party’s services or products.
FEEDBACK
8.1. By sending us any feedback, comments, questions, or suggestions concerning Site Provider or our services, including the Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Site Provider and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account or the Platform.
COPYRIGHT POLICY
9.1. The Site Provider respects the intellectual property of others, and we ask our users to do the same. The Site Provider may, in appropriate circumstances and at its discretion, terminate the account or access of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Site’s Copyright Agent the following information:
9.1.1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
9.1.2. a description of the copyrighted work that you claim has been infringed, including the URL (Web page address) of the location where the copyrighted work exists or a copy of the copyrighted work
9.1.3. a description of where the material that you claim is infringing is located on the site, including the URL;
9.1.4. Your address, telephone number, and email address;
9.1.5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
9.1.6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
9.2. The Site’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows: By mail: Copyright Agent, Design Dolce LLC, 50 Woodside Plaza, Ste 612, Redwood City, CA 94061
9.3. Trademarks. While you are a published Expert and subject to the requirements below, you may use our trademarks where we authorize you to do so,
9.4. You must:
9.4.1. only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish;
9.4.2. only use our trademarks in connection with the promotion and sale of your Site Provider courses or your participation on our platform; and
9.4.3. immediately comply if we request that you discontinue use;
9.5. You must not:
9.5.1. use our trademarks in a misleading or disparaging way;
9.5.2. use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services; or
9.5.3. use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
EXPERT’S REPRESENTATIONS AND WARRANTIES
10.1. Expert Obligations For Expert Services. As an Expert, you are responsible for all Submitted Course Content and Expert Services.
10.2. The Submitted Course Content is the property of the Expert. After the termination of this agreement, no licensing or further use of Submitted Course Content by the Site Provider will be permitted unless agreed to by the Expert.
10.3. You represent and warrant that:
10.3.1. you will provide and maintain accurate account information;
10.3.2. you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Site Provider to use your Submitted Course Content as specified in these Terms and the Terms of Use;
10.3.3. your Submitted Course Content will not infringe or misappropriate any third party’s intellectual property rights;
10.3.4. you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Course Content and use of the Services; and
10.3.5. you will respond promptly to Members and ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
10.4. You warrant that you will not:
10.4.1. post your Submitted Course Content in the same form, format, title, duration, or any other package on platforms of third parties competing with Site Provider.
10.4.2. post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
10.4.3. post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
10.4.4. use the Services for business other than providing tutoring, teaching, and instructional services to Members;
10.4.5. engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
10.4.6. frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
10.4.7. impersonate another person or gain unauthorized access to another person’s account;
10.4.8. interfere with or otherwise prevent other Experts from providing their services or courses; or
10.4.9. abuse Site Provider resources, including support services.
10.5. License to Site Provider. You grant us the rights detailed in to offer, market, and otherwise exploit your Submitted Course Content, and to sublicense it to Members for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility.
10.5.1. You have the right to remove all or any portion of your Submitted Course Content from the Services with a 30 day notice. Except as otherwise agreed, Site Provider’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Course Content’s removal. However, (1) rights given to Members before the Submitted Course Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Site Provider’s right to use such Submitted Course Content for marketing purposes shall survive termination.
10.5.2. We may record all or any part of your Submitted Course Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant us permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Course Content, or our content, and you waive any rights of privacy, publicity, or other rights of a similar nature.
10.5.3. Submitted Course Content Branding & Enhancements. All Submitted Course Content will have Site Provider branding, logos, color, and Site Provider can make enhancements to the Submitted Course Content, including but not limited to translations, adaptations, captioning, encoding, or transcripts, or other similar enhancements (“Course Enhancements”), without Expert’s prior written consent. No advance consent from the Expert shall be required for Site Provider (1) to make Course Enhancements produced solely in response to accessibility requests, or (2) to make video annotations, or (3) to make Course Enhancements for purposes of indexing, tagging, making the Course Content searchable, or (4) to make the Course Content more appealing, professional, and apply any other enhancements to better suit the members, or other technical enhancements necessary or desirable to provide Content on the Platform. Site Provider shall have the ownership and the right to freely use the Course Enhancements created under the terms of this section. Experts shall not use Course Enhancements for commercial purposes or any other purpose and shall not place Course Enhancements on platforms of third parties competing with Site Provider.
10.6. Trust & Safety Policies. You understand that your use of the Services is subject to Site Provider’s approval, which we may grant or deny at our sole discretion. We reserve the right to remove courses, suspend payouts, and/or ban Experts for any reason at any time, without prior notice, including in cases where:
10.6.1. an Expert or course does not comply with our policies or legal terms;
10.6.2. a course falls below our quality standards or has a negative impact on the Client experience;
10.6.3. an Expert engages in behavior that might reflect unfavorably on Site Provider or bring us into public disrepute, contempt, scandal, or ridicule;
10.6.4. an Expert engages the services of a marketer or other business partner who violates Site Provider’s policies; or
10.6.5. as determined by the Site Provider in its sole discretion.
10.6.6. Co-Experts and Teaching Assistants. Site Provider may allow you to add other users as co-Experts or teaching assistants for courses that you manage. By adding a co-Expert or teaching assistant, you understand that you are authorizing them to take certain actions that affect your Site Provider account and courses.
10.6.7. We shall not advise on any questions or mediate any disputes between you and such users. If your co-Experts have an assigned revenue share, their share will be paid out of your earned revenue share based on the ratios you have specified in your course management settings as of the date of the purchase.
10.6.8. You agree that you will not use the data you receive for any purpose other than providing your services to those Members on the Site Provider platform and that you won’t solicit additional personal data or store Members’ personal data outside the platform. You will indemnify Site Provider against any claims arising from your use of Members’ personal data.
ADDITIONAL EXPERT REPRESENTATIONS AND WARRANTIES.
11.1. By submitting the Expert registration form, you represent, warrant, and agree to the following:
11.1.1. At all times, you will provide a correct and accurate representation of skills, degrees, qualifications, background, and other information as prompted by any form on the Site and will maintain and update all such information at all times while you are an Expert to keep it true, accurate, current and complete. You will maintain such skills, qualifications, and other information, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where you practice and/or your profession. You shall not perform services or offer advice in any jurisdiction where you are not authorized or licensed or in good standing to do so.
11.1.2. You will not provide any medical advice or other advice or information which may only be lawfully rendered or provided by a licensed professional who has established a physician-patient relationship, or other relationship. You will not provide any medical information unless you are a licensed professional in good standing in the relevant field of expertise and you abide by all relevant laws, rules, and regulations, including, without limitation rules of ethics and professional responsibility. Additional requirements for medical advisors are listed below.
11.1.3. You will not misrepresent yourself or create a misleading name or listing. The foregoing requirements are ongoing obligations for you to maintain and update on a regular basis.
11.1.4. IF YOU ARE A PHYSICIAN, MENTAL HEALTH PROFESSIONAL, OR ANY OTHER MEDICAL ADVISOR: THE ADVICE OR INFORMATION YOU PROVIDE TO MEMBERS IS FOR INFORMATIONAL PURPOSES ONLY AND CANNOT BE CONSIDERED A SUBSTITUTE FOR A FACE-TO-FACE PHYSICAL EXAMINATION OF THE CLIENT BY A MEDICAL PROFESSIONAL. YOU WILL PROVIDE INFORMATION AND ADVICE ONLY ABOUT NON-EMERGENCY MATTERS. FOR EMERGENCY MATTERS, YOU WILL INSTRUCT THE CLIENT TO IMMEDIATELY CALL 911 OR THEIR LOCAL EMERGENCY ASSISTANCE. IN ADDITION, YOU WILL NOT ENGAGE IN THE PRACTICE OF MEDICINE OR ENTER INTO A PHYSICIAN/PATIENT RELATIONSHIP WITH ANY CLIENT THROUGH THE SITE. IN ADDITION, YOU AGREE THAT YOU:
11.1.5. Will not diagnose, treat, test, recommend a course of treatment, or otherwise provide or perform services that require an in-person physical examination of a Client
11.1.6. Will not prescribe or dispense medicines;
11.1.7. Will recommend that Members seek the advice of a physician who can perform an in-person physical examination; and
11.1.8. Will advise Members that your advice is not a substitute for the advice of a physician after a physical examination and that your advice is for informational purposes only.
YOUR LICENSE TO USE THE PLATFORM
12.1. Subject to your compliance with these Terms, Site Provider grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Site Provider or its licensors, except for the licenses and rights expressly granted in these Terms.
USER CONTENT
13.1. There may be opportunities for you to post content to the Site or send feedback to us (User Content including but not limited to Case studies, Research, Testimonials, Client Member Stories, Recipes, Therapy Ideas, Treatment Plans, Wellness Plans, Events, Webinars, Videos, Articles, and all type of Expert-generated and Client-generated content). We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to Site Provider a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Pro Services, or for any other purpose in our sole discretion, except that the contents of private messaging through the Platform will not be used by Site Provider in public advertising. In the interest of clarity, the license granted to Site Provider shall survive termination of the Platform or your Account. Site Provider does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.
13.2. You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Site Provider the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Site Provider’s use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While it has no obligation to do so, you agree that Site Provider may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
13.3. Site Provider reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.
USER NAME AND PASSWORD
14.1. When you create and open an account with the Site, you will be asked to provide a “User Name” and “Password”. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, User Name or Password. You may not use the account, username or password of any other Expert or Client at any time. You will immediately notify the Site Provider of any unauthorized use of your password, user name, email or any other breach of security. The Site Provider encourages Experts to change their password at least once a month. The Site Provider will not be liable for any loss that you incur as a result of any breach of your account, either with or without your knowledge. You may be held liable for any losses incurred by the Site Provider due to someone else’s use of your account or password.
14.2. Expert Information. In order to use the Site, both Members and Experts must first complete the registration form. During registration, the Expert is requested to furnish contact information, such as name and email address. Expert is encouraged to provide additional personalized information (such as education, specialization, experience, and qualifications) and unique identifiers (such as a screen name), so the Site Provider may provide a more personalized experience on the Site. In such a case, you may decide whether you wish to provide such information or not.
14.3. Any information or content that you post or transmit through the Site will not be considered your confidential information. You grant the Site Provider an unlimited, irrevocable, royalty-free license to use, reproduce, display, edit, copy, transmit, process, control, publicly perform and create derivative works, communicate to the public or any third party any such information and content on a worldwide basis. In addition, the Site Provider may disclose your information in accordance with the “Use of Data” section below.
14.4. Expert and Client Communication. The Site provides a platform for registered Experts to provide Members with Holistic Health advice that they seek. By utilizing the Site, Experts and Members can negotiate and enter into a contract for advice. The Site Provider does not screen or edit the content of communications between Experts and Members, but the Site Provider may screen, copy, transmit and review all communications conducted by or through the Site for technical support and/or in order to uphold the terms of this Agreement. Such communications are, as between Expert and Client, confidential, personal, and private unless both the Client and the Expert agree to other distribution, for example, by posting questions or services on the Public Board (described below). Except as provided in the next sentence, all communications between Experts and Members are NOT encrypted and thus may be subject to unauthorized interception and monitoring. Currently, chat communications between the Expert’s computer (or other devices) and the Site’s servers are encrypted, but only if the Expert is using the most current version of the Site’s software. E-mail and phone communications are not encrypted and thus may be more susceptible to unauthorized monitoring.
14.5. Use of Data. The Site Provider may disclose your information, including but not limited to personal information, transcripts, surveys, and recordings if the Site Provider reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirements of any governmental authority, (ii) would potentially mitigate the Site Provider’s liability in an actual or potential lawsuit, (iii) is necessary or appropriate to protect the Site Provider’s rights or property, or the rights or property of any person or entity, (iv) is necessary or appropriate to enforce this Agreement or (v) is required or necessary to deter illegal behavior (including, but not limited to, fraud).
14.5.1. The Site and the Site Provider may use the details of transactions executed through the Site for promotional and informational purposes and publish their details on the Site, provided that such publication will not identify the Expert or Client in any means other than their Screen Name.
14.5.2. The Site Provider may, in its discretion, create co-branded Websites with its partners. In such a case, the Expert listings may appear in the co-branded site, but the Site Provider will not transfer any personally identifiable information about the Expert to the other Website without receiving the Expert’s prior consent. The co-branded sites are maintained on servers maintained and controlled by the Site Provider. The Site Provider may record the website from which a visitor has linked to the Site. If a visitor registers to become a Client and/or an Expert, the Site Provider may track the partner’s name, in order to further the relationships the Site Provider has with its partners.
14.6. International Users. The Site Provider makes no claim that the content of the Site is appropriate or may be downloaded outside the United States. If you access the Site from a location outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content.
14.7. Links. The Site may contain links to Websites operated by third parties. The Site Provider has no control over such sites and the information provided in them. You acknowledge and agree that the Site Provider is not responsible for the availability of such third-party Websites and will not be responsible or liable for any content, advertising, products, privacy policy or other materials contained therein. You warrant and agree that the Site Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on or through any third-party Websites. The Site Provider encourages all Expert’s to be aware when leaving the Site and to read the privacy statements of all Websites that collect personally identifiable information.
14.8. Advertisements. The Site Provider may include in the Site advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals. By clicking on the advertisements, the Expert may be shifted to a Website of the advertiser or receive other messages, information or offers from the advertiser. You acknowledge and agree that the Site Provider is not liable for the privacy practices of advertisers or the content of their Websites, information, messages or offers. You are wholly liable for all communications with advertisers and for all transactions subsequently executed
.
WARRANTIES; DISCLAIMER
15.1. NO WARRANTIES. THE SITE AND SERVICES ARE PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. Site Provider DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW. Site Provider DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL OR DATA. SITE PROVIDER MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS.
15.2. USE OF SITE AND SERVICES ARE AT YOUR OWN RISK. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CONTACT 9-1-1. SITE PROVIDER DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT OR ENGAGE IN ANY CONDUCT THAT REQUIRES A PROFESSIONAL LICENSE. NOTHING CONTAINED ON THE SITE OR SERVICES OFFERED BY SITE PROVIDER SHOULD BE CONSTRUED AS ANY FORM OF SUCH MEDICAL ADVICE, DIAGNOSIS, OR SUBSTITUTE FOR PROFESSIONAL CONSULTATION. YOU ARE URGED AND ADVISED TO SEEK THE ADVICE OF A HEALTHCARE PROFESSIONAL FOR ANY MEDICAL ADVICE, DIAGNOSIS, TREATMENT, AND ANSWERS TO YOUR PERSONAL QUESTIONS PRIOR TO ENGAGEMENT OF ANY EXPERT’S SERVICES. EXPERT’S SERVICES MAY NOT BE RIGHT FOR EVERY PERSON.
15.3. THIRD-PARTY CONTENT AND WEBSITES. SITE PROVIDER WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY THIRD-PARTY WEBSITES. SITE PROVIDER DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITE, AND SITE PROVIDER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CLIENTS AND EXPERTS OF PRODUCTS OR SERVICES. SITE PROVIDER WILL NOT BE LIABLE FOR THE OFFENSIVE, ILLEGAL, HARMFUL CONDUCT OF ANY THIRD PARTY. MATERIAL ON THE SITE MAY INCLUDE HYPERLINKS TO INFORMATION CREATED AND MAINTAINED BY OTHER PUBLIC AND PRIVATE ORGANIZATIONS AND PERSONS. Site Provider PROVIDES THESE LINKS SOLELY FOR OUR USERS’ INFORMATION AND CONVENIENCE. THESE REFERENCES ARE NOT INTENDED TO REFLECT THE OPINION OF SITE PROVIDER, OR ITS OFFICERS OR EMPLOYEES CONCERNING THE SIGNIFICANCE, PRIORITY, OR IMPORTANCE TO BE GIVEN THE REFERENCED ENTITY, PRODUCT, SERVICE, OR ORGANIZATION. SUCH REFERENCES ARE NOT AN OFFICIAL OR PERSONAL ENDORSEMENT OF ANY PRODUCT, PERSON, OR SERVICE, AND MAY NOT BE QUOTED OR REPRODUCED IN A WAY THAT IMPLIES SITE PROVIDER’S ENDORSEMENT OR APPROVAL OF ANY PRODUCT, PERSON, OR SERVICE. WHEN YOU SELECT A LINK TO AN OUTSIDE WEBSITE, YOU ARE LEAVING THE SITE PROVIDER DOMAIN AND ARE SUBJECT TO THE PRIVACY AND SECURITY POLICIES OF THE OWNERS/SPONSORS OF THE OUTSIDE WEBSITE. Site Provider DOES NOT CONTROL NOR GUARANTEE THE ACCURACY, RELEVANCE, TIMELINESS, OR COMPLETENESS OF INFORMATION CONTAINED ON AN EXTERNALLY LINKED WEBSITE.
15.4. YOUR RIGHTS MAY VARY. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR IN OTHER JURISDICTIONS.
LIMITATION OF LIABILITY
16.1. NO CONSEQUENTIAL DAMAGES. IN NO EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SITE PROVIDER, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY “SITE PROVIDER” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE OR THE SERVICES, EVEN IF SITE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. SITE PROVIDER WILL NOT BE LIABLE FOR THE COST OF SERVICES, LOSS OF REVENUE, OR LOSS OF GOODWILL.
16.2. OUR LIABILITY IS LIMITED. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE CLAIM RELATES OR IF THE CLAIM DOES NOT RELATE TO A SERVICE, $100. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT WE MAY NOT EXCLUDE UNDER APPLICABLE LAW.
16.3. YOUR RIGHTS MAY VARY. BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU DEPENDING ON YOUR STATE OR NATION OF RESIDENCE.
16.4. Data. You are responsible for the creation, storage, and backup of your business records. These Terms and any registration for or subsequent use of this Site or the Services will not be construed as creating any responsibility on Site Provider’s part to store, backup, retain, or grant access to any information or data for any period.
INDEMNITY
17.1. You agree to defend, indemnify and hold harmless Site Provider, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including attorneys’ fees) incurred in connection with any third-party claim brought or asserted against any of the Indemnified Parties: (a) alleging facts or circumstances that would, if true, constitute a violation of any provision of these Terms by you; (b) alleging bodily injury, death, property damage or other damages arising from your or a third party’s use or misuse of any service purchased by you on this Site; (c) arising from or related to any other party’s access and use of the Services with your unique username, password or other appropriate security code (if such codes are required to access Services in the future); (d) arising from or related to our use of your User Content in the context of the Services; (e) arising from a claim that the Practitioner has been misclassified and is or may be an employee of Client or Site Provider; (f) your failure to comply with applicable law; (g) defamation, libel, or infringement of any intellectual property right by you and/or violation of any other third party right; (f) arising from, related to, or connected with your use or misuse of the Site or Services, including any payment obligations incurred through your use of the Site; (g) your failure to comply with payments hereunder; or (h) any acts or omissions of the Practitioner and/or Client, as applicable. We may, in our sole and absolute discretion, control the disposition of any such claim at your sole cost and expense. You may not settle any such claim without our express written consent. This defense and indemnification obligation is intended to extend to the fullest extent permitted by law and will survive these Terms and your use of the Site.
17.2. If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
17.3. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
TERMINATION; SURVIVAL
18.1. Termination of Account by Expert
18.1.1. You may terminate your Agreement with the Site and the Site Provider at any time by sending a signed notice after a 30-day notice to the Site Provider by contacting us at [email protected]
18.1.2. Monthly Subscription plans will be terminated at the end of the plan period, provided there are no outstanding Expert Services that are pending beyond the termination period. You can cancel and refund the Client for such Expert Service beyond the termination date, or continue the membership until you have fulfilled the open Expert Service.
18.1.3. Annual subscription plans can be terminated only at the end of the Annual period, provided there are no outstanding Expert Services that are pending beyond the termination period. You can cancel and refund the Client for such Expert Services beyond the termination date, or continue the membership until you have fulfilled the open Expert Services.
18.1.4. Any amounts due to Expert or amounts due to Site Provider will be settled within thirty days (30 days) after plan termination dates. The Site Provider shall use reasonable efforts to invalidate your user name and password within thirty (30) days of receiving such notice. Notwithstanding termination, all obligations of Expert under this Agreement relating to any activity prior to the termination date shall remain in full force and effect.
18.1.5. We’ll use commercially reasonable efforts to make any remaining scheduled payments that are owed to you before deleting your account. You understand that if Members have previously enrolled in your Expert Services, your Submitted Course Content will remain accessible to those Members after your account is deleted.
18.1.6. Upon termination, Expert will honor existing commitments of Expert Services.
18.2. Term. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion and without any liability, modify, suspend or discontinue any aspect of the Site, temporarily or permanently, at any time and without prior notice.
18.3. Modification and Termination of Site and Services. We may terminate the Site or the Services, your access to the Services, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.
18.4. Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all.
18.5. Effect of Termination. If you terminate your account, you will remain liable under these Terms for any purchase made prior to termination. If we terminate your right to access the Site, these Terms will terminate and all rights you have to access the Site will immediately terminate. The provisions that by their nature should survive shall survive.
DISPUTES
You and Site Provider agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services or Site, any breach, enforcement, or termination of these Terms, or otherwise relating to Site Provider in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth in this Section 19.
19.1. Informal Resolution. If you have any dispute with us, you agree that before taking any formal action, you will contact us at [email protected], provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account) and allow sixty (60) days to pass, during which we will attempt to reach an amicable resolution of any issue.
19.2. Applicable Law. United States federal law, and (to the extent not inconsistent with or preempted by federal law) the laws of California, without regard to conflict of laws principles, will govern all Covered Matters.
19.3. Arbitration. These Terms and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies in all cases and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings. Any claims arising out of, relating to, or connected with these Terms must be asserted individually in binding arbitration administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures (including, without limitation, utilizing desk, phone, or video conference proceedings where appropriate and permitted to mitigate costs of travel) and the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (which will prevail over any inconsistent terms in this Section 19.3). The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms, including, any claim that all or any part of these Terms is void or voidable or a particular claim is subject to arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
19.4. Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in the Terms to the contrary, you and we agree that if we make any amendment to this agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Site Provider prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the agreement to arbitrate that have arisen or may arise between you and Site Provider. If you do not agree to these amended terms, you may close your account within thirty (30) days of the posting or notification and you will not be bound by the amended terms.
19.5. Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate, as a result of a decision by the arbitrator or a court order or because you have chosen to file an eligible lawsuit in small claims court, you agree that any claim or dispute that has arisen or may arise between you and Site Provider must be resolved exclusively by a state, federal, or small claims court located in San Mateo County, California. You and Site Provider agree to submit to the exclusive personal jurisdiction of the courts located within San Mateo County, California for the purpose of litigating all such claims or disputes.
19.6. OPT-OUT. IF YOU ARE A NEW SITE PROVIDER USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE [email protected] EMAIL ADDRESS (“OPT-OUT NOTICE”) OR VIA US MAIL TO: DESIGN DOLCE LLC, 50 WOODSIDE PLAZA STE 612, REDWOOD CITY, CA 94061. THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME. IF YOU ARE NOT A NEW SITE PROVIDER USER, YOU HAVE UNTIL THIRTY (30) DAYS AFTER THE POSTING OF THE NEW TERMS TO SUBMIT AN ARBITRATION OPT-OUT NOTICE.
19.7. Procedure. In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address(es) associated with your Account(s) to which the opt-out applies and an unaltered digital image of a valid driver’s license which matches the name on your account to: [email protected] This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms and its Disputes Section will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
19.8. Judicial Forum for Legal Disputes. Unless you and we agree otherwise, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate, as a result of a decision by the arbitrator or a court order or because you have chosen to file an eligible lawsuit in small claims court, you agree that any claim or dispute that has arisen or may arise between you and Site Provider must be resolved exclusively by a state, federal, or small claims court located in Redwood City, San Mateo County, California. You and Site Provider agree to submit to the exclusive personal jurisdiction of the courts located within San Mateo County, California for the purpose of litigating all such claims or disputes.
19.9. WAIVER. BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED BELOW) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.
19.10. STATUTE OF LIMITATIONS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
MISCELLANEOUS
20.1. Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the State of California (excluding any rules governing choice of laws) and any legal proceeding arising out of this Agreement will occur exclusively in courts of Redwood City, California. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between the Site Provider and you with respect to the subject matter hereof, and you agree that you have not relied upon any promises or representations by the Site Provider with respect to the subject matter except as set forth herein. You are prohibited from providing services to Members who live in a country which is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States. In the event of any conflict between this Agreement and the Client Agreement, this Agreement shall take precedence. No waiver, concession, extension, representation, or any alteration or addition to this Agreement or pursuant hereto will be effective unless made expressly and in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
20.2. Notice. Any notice or other communication to be given hereunder will be in writing and, unless otherwise provided, given by facsimile, postpaid registered or certified mail/return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given.
20.3. No Assignment. You shall not assign this Agreement or assign, pledge or mortgage any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of the Site Provider. Any purported transfer, assignment, or delegation by you without the appropriate prior written approval will be null and void and of no force or effect.
20.4. Modifications to this Agreement. The Site Provider may change this Agreement by posting modifications on the Site. Unless otherwise specified by the Site Provider, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the Site after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you may terminate this Agreement as set forth above.
VIOLATION
You may report any violation of this Agreement to the Site Provider team at [email protected]
