Sponsorship and Festival Marketing Terms and Conditions

These Sponsorship and Festival Marketing Terms and Conditions supplement the terms and conditions applicable in (i) the sponsorship section of the sponsorship contract or (ii) other similar documents that references these terms and conditions. Now therefore, in consideration of the foregoing and the mutual benefits and promises set forth in this terms and conditions and Agreement and other good and valuable consideration the sufficiency of which is hereby acknowledged, Organizer and Sponsor agree as follows:

1. Term. This Sponsorship Agreement will commence on the Effective Date and expire at the conclusion of the applicable 2021 Event (the “Term”).
2. Description of the 2020-2021 Event(s). The Wellness Experience events will run from October 10 to April 30, 2021. The Wellness Experience in person event will be held in Cincinnati, OH April 15-17, 2021. The applicability of which 2021 Event is referred to herein is based on the ‘sponsorship market’ indicated on the applicable sponsorship contract.
3. Obligations of Sponsor.

3.1. Sponsorship Fee. Sponsor will pay Organizer the fee set forth in the Sponsor Contract (overdue amounts are subject to interest at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law) due and payable set forth in the Sponsor Contract. Failure to make timely payment shall result in a forfeiture of Sponsor’s sponsorship rights and benefits.

3.2. Additional Costs. For the avoidance of doubt, Sponsor must pay for all activation/exhibitor and marketing costs; such costs are in addition to the Sponsorship Fee. Organizer shall only provide the location. For example, Sponsor shall pay for: Event product costs for display and sampling, delivering and storing its own product(s), power, Wi-Fi, signage, transportation/fees/per diem/lodging of Sponsor’s employees, independent contractors, staff, guests, panelists, celebrities that Sponsor wishes to bring to the 2020-2021 Events and at 2021 Event site.

4. Sponsorship Rights and Benefits. Subject to Sponsor’s fulfillment of its obligations hereunder, Organizer will provide Sponsor with the specific rights and benefits set forth in the Sponsor Contract.
5. 5. Proprietary Rights. 1. Licenses.

5.1.1. Organizer Licenses. Organizer hereby grants to Sponsor a limited, non-exclusive license to use Organizer’s name and accompanying logo service marks (“Organizer Licensed Marks”) to promote the 2021 Event during the Term. Sponsor shall not sublicense or transfer Sponsor’s license to use the Organizer Licensed Marks to any person or entity without the prior written consent of Organizer. Sponsor may only use the Organizer Licensed Marks for the limited purpose of advertising its affiliation with the 2020-2021 Event.

5.1.2. Sponsor Licenses. Sponsor grants to Organizer a limited, non-exclusive license to use Sponsor’s name, logo, service marks and trademarks (“Sponsor Licensed Marks”) to promote the 2021 Event, as well as to include Sponsor in listings and descriptions of 2021 Event sponsors, including for post 2021 Event promotional activities and to promote future events. Organizer shall not sublicense or transfer Organizer’s license to use the Sponsor Licensed Marks to any person or entity without the prior written consent of Sponsor.

5.2. Announcements and Confidentiality. Sponsor and Organizer each acknowledges that the terms and conditions of this Sponsorship Agreement and all non-public information and data provided by each Party to the other pursuant to this Sponsorship Agreement (collectively, “Confidential Information”) are confidential. Sponsor and Organizer each agrees that it will not use Confidential Information for any purpose other than in connection with the performance of its obligations or the exercise of its rights under this Sponsorship Agreement, or disclose Confidential Information to any person other than its officers, employees, agents, representatives, attorneys, accountants, financiers, banks, distributors, wholesalers, retailers, exhibitors, licensees and permitted assignees on a need-to- know basis only, or unless and only to the limited extent compelled by law, subpoena or court order to disclose same. Neither Party will issue any press release or public announcement which mentions the actual terms of this Sponsorship Agreement without the prior written approval of the other Party; either Party may make public statements without the other Party’s consent regarding the fact that Sponsor is a sponsor of the 2021 Event.

6. 6. General Liability Insurance. During the Term of this Sponsorship Agreement each Party shall maintain in full force and effect at its own expense comprehensive general liability insurance, including events coverage. The policy shall contain a combined single limit of liability of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall specifically name the other Party as additional insured in accordance with their additionally insured requirements for all claims arising out of this Sponsorship Agreement.
7. Default and Termination. Neither Party shall be in default hereunder unless the Party fails to cure any alleged breach of this Sponsorship Agreement within ten (10) business days after receipt of written notice from the other Party (via only the approved means of notification identified in Paragraph 11.1 below) and must explicitly contain the following information: (i) the exact nature of the claimed default or breach, (ii) a statement that the writing constitutes a “formal notice of default”, and (iii) the date in which the breach must be remedied according to the terms of this paragraph. If this Sponsorship Agreement is terminated due to Sponsor’s uncured material breach, Organizer shall retain the Sponsorship Fee. If this Sponsorship Agreement is terminated prior to the 2021 Event due to Organizer’s uncured material breach, then Organizer shall return the Sponsorship Fee. If this Sponsorship Agreement is terminated prior to the 2021 Event due to a Force Majeure Event (as defined below), Organizer shall return the unused portion of the Sponsorship Fee.
8. 8. Representations, Warranties and Covenants.

8.1. Organizer hereby represents and warrants that (a) Organizer is a limited liability company duly organized and validly existing under the laws of the State of California, with its principal place of business in the State of California; and (b) Organizer has the full right, power, and authority to enter into and perform this Sponsorship Agreement.

9. Indemnification.

9.1. Sponsor will defend, indemnify and hold harmless Organizer, any parent, affiliate, distributor, licensee or assignee of Organizer, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims arising out of or in connection with (a) any exploitation of the Sponsor Licensed Marks or any other rights hereunder; (b) any other material of any kind supplied by Sponsor hereunder, including, but not limited to, foods, drinks and other consumables distributed or handed out at the 2021 Event; (c) any illegal act committed by Sponsor in connection with the Sponsorship Agreement or the 2021 Event; (d) the improper use by Sponsor of the Organizer Licensed Marks accessed by or provided to Sponsor; or (e) any breach by Sponsor of any representation, warranty or agreement set forth in this Sponsorship Agreement.

9.2. Organizer will defend, indemnify and hold harmless Sponsor, any parent or affiliate, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims, arising out of or in connection with (a) any exploitation of the Organizer Licensed Marks or any other rights hereunder; (b) any other material of any kind supplied by Organizer hereunder; (c) any illegal act committed by Organizer in connection with the Sponsorship Agreement or the 2021 Event; (d) the improper use by Organizer of the Sponsor Licensed Marks accessed by or provided to Organizer; or (e) any breach by Organizer of any representation, warranty or agreement set forth in this Sponsorship Agreement.

9.3. “Claims” shall mean third-party claims, losses, liabilities, actions, judgments, costs and expenses of any kind (including without limitation reasonable outside attorneys’ fees and costs).

10. Waiver of Injunctive Relief / Remedies. Sponsor’s rights and remedies in the event of a breach of any terms and conditions of this Sponsorship Agreement shall be limited to sole and exclusive right, if any, to recover damages in an action at law, and in no event shall Sponsor, its affiliates, successors or assigns be entitled to enjoin or restrain or otherwise interfere with the operation or promotion of the 2021 Event, publication or dissemination of any advertising in connection therewith. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR HAVE A RIGHT AS AGAINST THE OTHER FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY/PUNITIVE DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ORGANIZER’S AGGREGATE LIABILITY EXCEED THE TOTAL SPONSORSHIP FEE ACTUALLY PAID BY SPONSOR TO ORGANIZER HEREUNDER.
11. General.

11.1. Notices. All notices, accountings, payments and any other document that either of the parties is required or may desire to serve upon the other party (“Notices”) must be in writing and shall be deemed to have been duly given or made: (a) if sent by personal delivery, on the day it is delivered; (b) if sent by registered or certified mail, postage prepaid and return receipt requested, on the fifth day after depositing in the mail; or (c) if sent by a nationally-recognized overnight or express courier, all postage and other charges prepaid, on the next business day after it is sent. Notices to Organizer will be sent to Organizer at Wellness Your Way Festival LLC, Attention: Business and Legal Affairs, 3435 Ocean Park Blvd., Ste. 107-628, Santa Monica, CA 90405, with copy to legal@inclusioncompanies.com; and Notices to Sponsor will be sent to Sponsor at the address provided on the Sponsor Contract.

11.2. Force Majeure. Event Cancellation and Force Majeure
If WYWF is prevented from carrying out its obligations as it pertains to the in person Event you are sponsoring as a result of any cause beyond its control, or such Event cannot be held or does not occur due to acts of God, strikes, labor disputes, government requisitions, restrictions or regulations on travel, hotel or facility availability, commodities or supplies, war or apparent act of war, terrorism, disaster, civil disorder, epidemic or pandemic, curtailment or restriction on transportation facilities, or any other comparable calamity, casualty or condition (collectively a “Force Majeure”) WYWF Sponsors can receive a 30% refund on the package price or you may choose to activate at the next Physical Event for no additional charge. WYWF does not assume responsibility for any additional costs, charges, or expenses; to include, charges made for travel and lodging.

Event Postponement
If the Festival organizers decide to postpone the April Physical Event due to Force Majeure, partners will still receive exposure via the Virtual events, and, if included in the original sponsorship agreement, the Kroger In-Store program. Sponsors will have the option to roll the agreed activation fees into the rescheduled in-person event in 2021 or receive a 30% refund on their activation fees and forego their activation at the rescheduled 2021 in-person event.

If The Wellness Experience in-person event is postponed in April, the in-person event will be moved to October 2021.

11.3. Severability; Entire Agreement; Modifications. The invalidity or unenforceability of any provisions of this Sponsorship Agreement shall not affect the validity or enforceability of any other provision of this Sponsorship Agreement, which shall remain in full force and effect. This Sponsorship Agreement is the complete and final agreement between the parties with respect to the subject matter hereof. This Sponsorship Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing.

11.4. Governing Law; Exclusive Jurisdiction. This Sponsorship Agreement will be construed in all respects in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed therein. No delay in enforcing any right under this Sponsorship Agreement will constitute a waiver of such right. All disputes arising under this Sponsorship Agreement that cannot be resolved informally will be submitted for confidential binding arbitration before a single arbitrator (who shall have experience in the entertainment industry) in Los Angeles, California pursuant to the rules of the American Arbitration Association. The award of the arbitrator will be final and binding and may be entered for judgment in any court of competent jurisdiction in Los Angeles County. Any dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this Sponsorship Agreement), if any, that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County. The parties shall each bear their own respective costs and attorneys’ fees.

11.5. Rules of Construction. Paragraph headings are used in this Sponsorship Agreement for convenience only, and will not be used to interpret or construe the provisions of this Agreement.

11.6. Relationship of the Parties. Nothing contained in this Sponsorship Agreement is intended or is construed to create any association, agency, partnership, joint venture or labor relationship, whether actual or apparent between the parties. Except as may be expressly provided herein, no Party shall have any expressed or implied right or authority to assume or create any obligations on behalf of or in the name of any other Party or to bind any other Party to any contract, agreement or undertaking with any third party.

11.7. Amendments to Standards, Rules and Policies. Organizer reserves the right to modify all standards, rules and policies, and to adopt additional standards, rules and policies in its sole discretion. Any such additions and modifications shall be made available promptly to Sponsor and shall be effective immediately upon adoption, and Sponsor agrees to comply with all such modifications and additions.

This Agreement was last updated on October 8, 2021.

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TERMS OF USE

Last updated 10/08/20

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and __________ (“Company“, “we”, “us”, or “our”), concerning your access to and use of the __________ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that:  (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

USER GENERATED CONTRIBUTIONS 

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1.  The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
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CONTRIBUTION LICENSE

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SUBMISSIONS

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SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

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MODIFICATIONS AND INTERRUPTIONS

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GOVERNING LAW

These Terms shall be governed by and defined following the laws of __________. __________ and yourself irrevocably consent that the courts of __________ shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

DISPUTE RESOLUTION

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be __________. The seat, or legal place, of arbitration shall be __________. The language of the proceedings shall be __________. The governing law of the contract shall be the substantive law of __________.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR __________. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. 

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: info@thewellness-experience.com