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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.
If you have any questions about these Terms, please contact us by email at [email protected]
1. 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.
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.
3. 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.
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.
5. FEES AND PAYMENTS
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.
184.108.40.206. 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:
220.127.116.11. 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.
18.104.22.168. 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.
(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.
7. 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.
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.
9. 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.
10. 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;
10.3.3. 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.
11. 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.
12. 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.
13. 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.
14. 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.
14.8. 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
15. 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.
16. 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.
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.
18. 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.
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.
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.
You may report any violation of this Agreement to the Site Provider team at [email protected]