License Agreement - NTRL Wellness

THIS TECHNOLOGY PLATFORM SERVICES AND LICENSE AGREEMENT (the "Agreement") to access the TECHNOLOGY PLATFORM is made and entered into effective as of the date Provider signs or accepts this Agreement (the “Effective Date”) by and between NTRL Wellness, a California limited liability company ("NTRL Wellness") and the user of the Platform (“you” or “Wellness Provider”) located at the information provided to NTRL Wellness during the registration process. For purposes of this Agreement, Consumer and NTRL Wellness are each a “Party” and collectively are “Parties.”

RECITALS

WHEREAS, Wellness Provider provides Holistic Health Services, including but not limited to, Health Coaching, Wellness Coaching, Life Coaching, Mental Health Coaching (non-licensed), Nutrition Coaching (non-licensed), Personal Training, Myofascial Release Therapists, Yoga, Pilates, Iridologists, Herbal Medicine, Spiritual Support Services, Reiki, Children’s Health, Animal Wellness, and non-licensed aesthetic services (the "Holistic Services");

WHEREAS, NTRL Wellness is a company specializing in providing technology platform services, scheduling software, billing software, communication software and chat feature, notification system, video-conferencing software, customer relationship management software, document storage software and notes feature, a bidding feature to connect with potential clients, an events management and calendar, sample document resources for Clients, social media sharing, and marketing (“NTRL Services”) to various non-licensed holistic health providers including a web- and/or mobile-based platform; and

WHEREAS, the Parties desire that NTRL Wellness provide NTRL Services, and licenses the web-based platform to the Wellness Provider on a non-exclusive basis, on the terms and conditions contained in this Agreement.

NOW, THEREFORE, the Parties to this Agreement do hereby agree as follows:

Relationship of Wellness Provider and NTRL Wellness: “Technology Platform” or “Platform”shall mean the website and/or mobile app that is a hub owned by NTRL Wellness pursuant to this Agreement.
1. Appointment of NTRL Wellness: During the Term of this Agreement, Wellness Provider hereby appoints NTRL Wellness as the provider of NTRL Services set forth hereunder with respect to Wellness Provider’s provision of Holistic Services to consumers, or the public, or clients (collectively “Clients”) via the Technology Platform, and NTRL Wellness hereby agrees to furnish Wellness Provider with NTRL Services, in accordance with the terms and conditions set forth in this Agreement. NTRL Wellness shall provide, or arrange for the provision of, NTRL Services by or through employees, affiliates, or independent contractors, in whatever manner and time it deems reasonably appropriate to meet the requirements of Wellness Provider. As part of NTRL Wellness’s appointment for providing NTRL Services through the Platform, Wellness Provider shall cause its employees, agents, contractors, or representatives to submit a profile (including business name, Wellness Provider’s name, title/position, location, bio, and photo) for NTRL Wellness to post to the Technology Platform.
2. Retention of Authority and Control by Wellness Provider of Holistic Services: NTRL Wellness's duties for Wellness Provider under this Agreement shall be purely non-clinical and administrative/technical in nature. Wellness Provider shall be solely responsible for and have complete authority, supervision and control over the provision of Holistic Services performed by Wellness Provider as Wellness Provider, in its sole discretion, deems appropriate and in accordance with all applicable laws and regulations. This Agreement shall in no way be construed to mean or suggest that NTRL Wellness is engaged, or permitted to engage, in the practice of medicine, psychology, or any licensed healthcare activity. Wellness Provider shall solely determine the manner and means to provide the Holistic Services; provided, however, all Holistic Services shall be performed in a competent, professional, and ethical manner, in accordance with prevailing standards of the Holistic Services, and all applicable laws, regulations, rules, orders, and directives of all applicable governmental and accrediting bodies having jurisdiction.
3. License of the Technology Platform and Material: During the Term of this Agreement, NTRL Wellness shall non-exclusively license the Technology Platform and the related material to the Wellness Provider to use the Technology Platform’s functionality only in the United States. Such license is non-transferable.
4. Name, Logos, Marks: During the Term of this Agreement, neither Party shall use the name, logos, trademarks or service marks of the other (the “Marks”) without the other's prior written consent, except that each Party shall have the non-exclusive right to utilize the Marks identifying the other, solely for the purpose of identifying NTRL Wellness as marketing manager and administrator of the Technology Platform. Nothing contained in the Agreement shall give either Party any right, title, or interest in any of the other’s Marks other than pursuant to the terms of this Agreement.
5. Cooperation in Connection with Audits: Wellness Provider shall cooperate with any auditor who performs any reviews of NTRL Wellness’s activities under this Agreement, and provide any information and documentation reasonably requested in connection with such financial reviews. Wellness Provider will keep accurate and complete records relating to Wellness Provider’s activities under this Agreement, including but not limited to: (i) a list of servers and applications that run the Technology Platform, and where the Technology Platform server software is installed; (ii) audit report with full user details and user details for each server or server-partition specified on the server list with usage data per user; (iii) a report from your user directory that includes a list of individuals who have access to or have had access to the Technology Platform and all individuals who have received or have received reports, messages or other output directly generated by the Technology Platform; and (iv) an accurate and map of Wellness Provider’s entire technical environment and server running the Technology Platform that includes a breakdown of installations and systems (collectively “Technology Records”). Wellness Provider agrees to maintain such records during the Term of this Agreement and for two (2) years (or for longer as Wellness Provider’s state may require) following termination or expiration of this Agreement. In addition, within forty-eight (48) hours following NTRL Wellness’ written request, NTRL Wellness may, at its sole discretion, audit Wellness Provider’s records in the Platform by remote or electronic means. If our review and audit of your records reveal that Wellness Provider has breached this Agreement, including but not limited to, providing licensed services to Clients through the Platform, then NTRL Wellness’ remedies will be as set forth in this Agreement or available at law.
  
  In addition, Wellness Provider shall cooperate with any auditor who performs any reviews of NTRL Wellness’ activities as it relates to Holistic Services provided to Clients. Such information shall include, but is not limited to: (i) Client’s contact information; (ii) Holistic Services provided to Client; (iii) Date and time Holistic Services were provided to Client; (iv) any and all payments made to Wellness Provider; (v) all tax information regarding any payments received by Wellness Provider from Clients; and (v) any and all information necessary for super-bills or for Clients submitting to insurance (assuming Client’s insurance reimburses for non-licensed services). Wellness Provider agrees to maintain such records during the Term of this Agreement and for two (2) years (or longer as Wellness Provider’s state may require) following termination or expiration of this Agreement.
Technology Platform Services and Technology Platform
1. Technology Platform Services: NTRL Wellness shall provide NTRL Services with respect to the business conducted by Wellness Provider via the Technology Platform, as described below:
  1. Billing and Collections Services: Wellness Provider hereby appoints the Platform and NTRL Wellness to perform the following Billing and Collection Services. With respect to all Holistic Services furnished throughout the Term of this Agreement, NTRL Wellness shall provide billing software and payment processing software for Wellness Provider for purposes of Clients paying for Holistic Servies, and NTRL Wellness shall respond to inquiries from Clients and payors concerning their bills or what was billed, however, it is Wellness Provider’s responsibility to handle any and all disputes and/or refunds or cancellations. All billings shall be in the name of Wellness Provider, shall use the billing numbers and/or bank account of Wellness Provider, as applicable, and shall identify the provider of Holistic Services, as required. NTRL Wellness shall obtain and maintain all demographic and financial information and authorizations needed for billing and reimbursement for Services rendered to Wellness Provider’s Clients through the Platform. NTRL Wellness shall not be responsible for billing and processing payments for Wellness Provider’s Clients that are not using the Platform. “Collections” shall mean, for any applicable period, all cash or cash equivalents received during such period for Holistic Services rendered by or on behalf of Wellness Provider—whether globally or separately billed, whether received by Wellness Provider or by NTRL Wellness on behalf of Wellness Provider pursuant to this Agreement, including any amounts received after expiration or termination of this Agreement for Services rendered during the Term of this Agreement. NTRL Wellness shall integrate the third-party payment processing technology, "Stripe", in order to process client payments pursuant to this Section. Client will be required to make payments for Holistic Services using the "Stripe" platform prior to Wellness Provider's rendering of Services. Depending on the subscription plan Wellness Provider selects, the funds will either be automatically released from the "Stripe" platform and transmitted to Wellness Provider's bank account immediately after purchase or upon completion of such services, subject to a standard processing time of 2-3 business days minus any transaction fees. In the event Wellness Provider or NTRL Wellness, as the case may be, contracts with a collection agency to collect any such amounts, Collections shall include the net amount received by Wellness Provider after deducting the fees of the collection agency. Accordingly, NTRL Wellness shall provide Wellness Provider with billing and collections services (the “Billing and Collections Services”) and shall have rights and obligations with regard to such services are as follows.
    1. Reasonable Assistance: Wellness Provider agrees to provide NTRL Wellness with all necessary records, information and assistance to enable NTRL Wellness to provide the Billing and Collections Services. Wellness Provider shall be responsible for ensuring the accuracy and completeness of all billing related to Holistic Services provided. In addition, Wellness Provider shall retain sole responsibility for maintaining Client records in accordance with Wellness Provider's obligations as an alternative healthcare provider.
  2. Booking and Calendaring Services: NTRL Wellness shall provide booking and calendaring servicesfor Wellness Provider’s Holistic Services. If Wellness Provider uses NTRL Wellness’ booking and calendaring system, NTRL Wellness requires Wellness Provider’s cancellation policy be that a Client may cancel or reschedule up to twenty-four (24) hours prior to a scheduled appointment. As of the Effective Date of this Agreement, the Technology Platform provides for Client cancellation or rescheduling no less than twenty-four (24) hours before a Client appointment. If a Client cancels less than twenty-four (24) hours, then NTRL Wellness shall bill Client fifty (50%) percent of the Client’s booking value for that appointment and automatically send out a link to Client’s email for Client to reschedule the appointment. Wellness Provider shall keep the remaining fifty (50%) and may request additional payments be made by Client for future appointments. If the Client cancels, then the Platform shall automatically provide a link to the Client to reschedule with a notification that fifty (50%) of the appointment’s value is forfeited due to cancelling less than twenty-four (24) hours. If the Client or Wellness Provider does not want to reschedule, then Client or Wellness Provider may fill out a “Contact Form” on the Platform and indicate that the Client shall not be allowed to reschedule and the Client should be issued a refund in accordance with the refund policies and less any cancellation fee due to cancelling without the required notice. If Wellness Provider needs to cancel an appointment, then Wellness Provider shall go into the Platform and cancel in the Platform which shall automatically send a link via email to the Client to reschedule. Wellness Provider shall not charge Client extra if Wellness Provider cancels the appointment due to no fault of Client. If Wellness Provider decides to terminate the relationship with the Client and/or cancel a prepaid appointment with Client and does not want to reschedule, then Wellness Provider shall go to the Platform and fill out the “Contact Form” and ask that the Client be refunded. Purchase of Bundle hours are not subject to this cancellation policy. Cancellation for Bundles is not permitted.
  3. Video Conferencing Service: This NTRL Service is available and is integrated within the Technology Platform. "Video Services" consists of software enabling Wellness Provider's synchronous audiovisual communication with Wellness Provider's Clients. Such software also includes a written communication option, screen sharing feature, and file sharing. Such Video Services may also be provided through a third-party software i.e. Zoom, Google Meets, etc. and may also be integrated into the Technology Platform. Currently NTRL Wellness is using Google Meets software and Google Meets’ Privacy Policies may be viewed here: Google Meet Privacy Policy.
  4. Group-Sessions and Classes: The Platform will make available an online group session or class service that is integrated within the Technology Platform. "Group-Sessions" consist of software enabling Wellness Provider's synchronous audiovisual communication with Wellness Provider and multiple Clients of Wellness Provider in a live or pre-recorded webinar or presentation format. Such software also includes a written communication option, screen sharing feature, file sharing, and a chat feature.
  5. Wellness Provider Rates: NTRL Wellness and Wellness Provider recognizes the importance of maintaining charge rates which enable Wellness Provider to meet its obligations and provide quality services at a reasonable cost. From time to time, NTRL Wellness may recommend charge rate structures for Wellness Provider which take into account the financial obligations of Wellness Provider and the rates charged by comparable facilities. Notwithstanding the foregoing, all such charges shall be solely determined by Wellness Provider and timely communicated to NTRL Wellness to include in the Platform. Wellness Provider shall have access to the Technology Platform and list Wellness Provider’s fees and provide up to three (3) possible different packages (“Packages”) at a discounted rate for Clients. Such Packages are limited to a maximum of five (5) appointments or hours as a maximum allowed to a single package and must be at a reduced rate than a single appointment or session. Please note that due to state and federal laws, such Packages may not contain an expiration date and can be used at any point in time by Client.
  6. Quality Assurance and Client Disputes: NTRL Wellness may provide Technology Platform services to develop and implement quality assurance, suggestions on risk assessments, and operational management advice. NTRL Wellness shall advise Wellness Provider on quality assurance, however, Wellness Provider shall be ultimately responsible for determining if Client shall be issued a refund and/or terminated from Wellness Provider’s Services. NTRL Wellness shall implement communication technologies and software to allow Wellness Provider and Client to communicate and NTRL Wellness shall inform Clients of Wellness Provider’s refund policies, however, NTRL shall not be responsible for making the final decisions on refunds. NTRL Wellness shall advise Wellness Provider concerning Client dispute resolution protocols, however, Wellness Provider shall not be responsible nor named as a Party to a dispute between Client and Wellness Provider. NTRL Wellness is strictly a software provider and does not make administrative decisions for Wellness Provider concerning refunds and other complaints. NTRL Wellness may terminate this Agreement if Wellness Provider continuously fails to attend scheduled appointments with Clients or upon numerous and frequent complaints from Clients. If Wellness Provider does not respond to NTRL Wellness’ communications within five (5) business days concerning Client complaint or request for refund, and Wellness Provider is unable to resolve the dispute as a result of Wellness Provider’s lack of communication, then NTRL Wellness may refund Client any unused prepaid payments for Wellness Provider’s Holistic Services. NTRL Wellness shall communicate such refund to Wellness Provider prior to taking any action.
  7. Marketing Services: “Marketing Services” include NTRL Services to promote Wellness Provider's Holistic Services. Such NTRL Services consist of the placement of Wellness Provider's profile and service page, biography, education/experience/credentials, and banner links to Wellness Provider's website, articles, and promotions. The Parties agree to comply with any relevant law regarding the joint marketing of Wellness Provider and NTRL Wellness.
  8. Record Management Software: NTRL Wellness also provides electronic paperwork and data/record management system. This Platform is not HIPAA compliant, however, NTRL Wellness takes reasonable steps to ensure that the data and information is secure. Wellness Provider shall not include any data or records or medical records that are sensitive in nature and require a higher level of security under HIPAA or state level medical privacy law standards.
  9. Matching Service: NTRL Wellness provides a unique feature on its Platform where prospective Clients fill out questionnaires for the type of service they are interested in, type of provider they are interested in, geographic location, and other factors. The information from the prospective Client’s questionnaire then is shared with similarly matched providers of Wellness Providers and Wellness Providers may respond with bidding wars and price matching for their services. Then the prospective Client receives the matched responses from Wellness Provider and the prospective Client may choose to engage with the Wellness Provider and schedule with them. By agreeing to this service, Wellness Provider must abide to the terms defined in the bidding offers and provide Services within his/her industry and scope of practice.
  10. Resources: NTRL Wellness provides sample intake forms, suggested email templates, other forms, templates, and resources (collectively “Forms”) that are provided as a courtesy for Wellness Providers’ use and benefit. Wellness Providers agree and acknowledge that any use of these Forms are at Wellness Providers’ own risk. NTRL Wellness does not guarantee that these Forms will be appropriate and legally compliant in Wellness Providers’ state(s). NTRL Wellness also discourages Wellness Provider from receiving sensitive health data or PHI from Clients since Wellness Provider is acting in a non-licensed capacity and such information is not protected by HIPAA or other relevant statutory medical privacy laws. Further, NTRL Wellness also discourages Wellness Provider from making any medical or psychological diagnosis or giving any medical or psychological advice based on information received by Clients based on these Forms. Wellness Provider agrees that by using these Forms, Wellness Provider agrees to indemnify and defend NTRL Wellness from any claims or complaints as a result of using these Forms.
  11. Badge Rating: NTRL Wellness provides an option for Wellness Providers to earn points and status within a badge system (“Badge Rating”) that rates the Wellness Providers based on their activity within the Technology Platform. Such Badge Rating is based on the Wellness Provider’s activity within the Technology Platform, including but not limited to, filling out complete profile information, messaging clients, hosting events, hosting free webinars, engaging with Clients, processing payments and billing through the Technology Platform, using the calendaring system through the Technology System, and so on. The Badge Rating System is not based on the quality or value of Wellness Provider’s Holistic Services, instead, it’s based on the frequency and access of the Technology Platform.
  12. Client Rating System: NTRL Wellness provides a rating system (“Client Rating System”) for Wellness Providers to rate Clients based on timely payments, attending appointments, demeanor, compliance, and other factors. The Client Rating System is advantageous to Wellness Providers because it informs Wellness Providers if a Client is a good potential Client, whether the Client will pay, comply, and be easy to work with. If a Client rates poorly by numerous Wellness Providers, then NTRL Wellness may terminate the Client’s access to such Technology Platform. NTRL Wellness may terminate such Client in its full discretion and Wellness Provider may rate the Client in addition to filling out a Contact Us form on NTRL Wellness’ website. If Wellness Providers submits a complaint or Contact Us form on NTRL Wellness’ website, NTRL Wellness does not guarantee that such Client will be terminated or revoked access to the Technology Platform. NTRL Wellness, within its sole discretion, may determine to revoke access to the Technology Platform. If NTRL Wellness determines that Wellness Provider’s or Client’s access is revoked from the Technology Platform, there is no recourse or appeal for such party.
  13. Community Forum: NTRL Wellness provides a community feature that allows Wellness Providers and Consumers to interact over a forum with the ability to do the following: create posts, share information, share photos, share posts, etc. Wellness Providers and Consumers understand that the discussions, advice, and content shared through this feature and on this platform are for informational purposes only. Any sharing of protected health information (PHI) by Wellness Providers or Consumers is entirely at their own discretion. By engaging with this feature and on this platform, Wellness Providers and Consumers acknowledge and accept responsibility for their decision to share any personal health information.
2. IP Ownership
  1. NTRL Wellness: Wellness Provider acknowledges that NTRL Wellness and its licensors own all right, title, and interest, including all Intellectual Property Rights, in and to all technology associated with the Technology Platform and provision of Technology Platform Services hereunder (the “NTRL Wellness Technology”) (excluding any Wellness Provider Data contained therein) and all components thereof, and any other work product, developments, inventions, technology or materials provided under this Agreement. NTRL Wellness expressly reserves all rights not expressly granted to Wellness Provider in this Agreement. Wellness Provider shall not engage in any act or omission that would impair NTRL Wellness’s and/or its licensors’ Intellectual Property Rights in the NTRL Wellness Technology, and any other materials, information, processes or subject matter proprietary to NTRL Wellness. Wellness Provider further acknowledges that NTRL Wellness retains the right to use the foregoing for any purpose in NTRL Wellness’s sole discretion.
  2. Wellness Provider: As between NTRL Wellness and Wellness Provider, except for the rights expressly granted herein, Wellness Provider owns all right, title and interest in and to all Wellness Provider Data.
  3. Feedback: Wellness Provider may, from time to time, provide suggestions, techniques, know-how, comments, feedback or other input to NTRL Wellness with respect to the NTRL Wellness Technology (collectively, "Feedback"). Both Parties agree that any Feedback is and will be given entirely voluntarily. Any Feedback, even if designated as confidential by Wellness Provider will not, absent a signed, written agreement with NTRL Wellness, create an obligation of confidentiality for NTRL Wellness. Wellness Provider agrees that it will not give any Feedback that is subject to license terms or restrictions that seek to require any NTRL Wellness technology, service, product or documentation incorporating or derived from any Feedback, or any NTRL Wellness intellectual property, to be licensed or otherwise shared with Wellness Provider or any third party. Furthermore, except as otherwise set forth in a separate, subsequent written agreement between the Parties, NTRL Wellness will be free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
3. Licensed Material: NTRL Wellness will also provide Licensed Material, which includes: (i) online software and applications; (ii) marketing information and materials; (iii) various systems, know-how, trade secrets, and other intellectual property; as well as all derivative works created therefrom, and enhancements, modifications, changes or improvements to the same (collectively, the “Licensed Technology Platform and Material”). All rights not expressly granted under this Agreement are reserved, and this reservation shall survive the termination or expiration of this Agreement. The Licensed Technology Platform and Material are the sole and exclusive property of NTRL Wellness and is protected by U.S. laws and international treaties. Subject to the terms of this Agreement, NTRL Wellness grants to Wellness Provider and Wellness Provider hereby accepts a limited, non-transferable, non-assignable, non-exclusive license to use the Licensed Technology Platform and Material. NTRL Wellness licenses the Licensed Technology Platform and Material “as is” with all defects and without warranty or conditions of any kind. Wellness Provider agrees that NTRL Wellness shall not be liable for any damages whatsoever relating to Wellness Provider’s use of Licensed Technology Platform and Material. In no event shall NTRL Wellness be liable for any damages relating to the functionality, maintenance or standardization of any of the Licensed Technology Platform and Material. Wellness Provider will notify NTRL Wellness of any errors or deficiencies in the Licensed Technology Platform and Material, suggestions for improvements, developments, compatibility problems, and other information regarding the Licensed Technology Platform and Material (collectively, “Comments”). Wellness Provider acknowledges that NTRL Wellness may or may not incorporate Comments; NTRL Wellness does not warrant that it will correct all defects in the Licensed Technology Platform and Material; Wellness Provider acknowledges and agrees that any use of the Licensed Technology Platform and Material shall be at Wellness Provider’s own risk. All improvements, feedback and developments based on or derived from the Licensed Technology Platform and Material shall remain the exclusive property of NTRL Wellness. The Parties agree to enter in a separate mutual agreement if the Parties desire to jointly develop new technologies that would not be covered by the Licensed Technology Platform and Material.
  
  Except as expressly set forth in this Agreement, or as otherwise authorized in writing by NTRL Wellness, Wellness Provider may not: (1) download, transmit, copy, store, make back-ups of, reverse compile, adapt, publish, or distribute the Licensed Material in any form or by any means; (2) decompile, reverse engineer, disassemble, or attempt to derive the source code of, modify, or create derivative works or allow any third party to do so, with respect to the Licensed Material; (3) assign, transfer, sell, lease, rent, charge, sublicense, or otherwise deal in the Licensed Material on behalf of any third party or make available the same to any third party; (4) remove or alter any copyright or other proprietary notice on any of the Licensed Material. Any attempt to do so is a violation of the rights of the NTRL Wellness. If Wellness Provider breaches this restriction, Wellness Provider may be subject to prosecution and damages.
  
  The name and title of the Licensed Technology Platform and Material shall at all times remain exclusively with NTRL Wellness. Within ten (10) days after Wellness Provider has discontinued the use of any part of the Licensed Technology Platform and Material or immediately upon the termination or expiration of this Agreement, Wellness Provider shall cease using the Licensed Technology Platform and Material, and return to NTRL Wellness the original and all whole or partial copies of the Licensed Technology Platform and Material that Wellness Provider may have acquired or generated during the term of this Agreement. Wellness Provider shall certify in writing to NTRL Wellness that it has done so. By indicating acceptance of these terms, Wellness Provider does not become the owner of Licensed Technology Platform and Material, but is entitled to use them as specifically permitted according to the terms of this Agreement and subject to all additional intellectual property notices, information or accessed through this Agreement. Wellness Provider shall keep confidential the Licensed Technology Platform and Material and notify NTRL Wellness immediately if Wellness Provider becomes aware of any unauthorized use of the whole or any part of the Licensed Technology Platform and Material by any third party, and take all such other steps as are necessary to protect the confidential information and Intellectual Property Rights of NTRL Wellness in the Licensed Technology Platform and Material.
  
  “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
  
  In providing the Licensed Technology Platform and Material, NTRL Wellness is not engaged in rendering Wellness Provider Services. The Licensed Technology Platform and Material is made available for administrative and management purposes only and not as a substitute for Wellness Provider's analysis or judgment. Wellness Provider must exercise professional judgment when using any information contained in the Licensed Technology Platform and Material and take sole responsibility for its use, including but not limited to responsibility for compliance with licensing, scope of practice, and all other applicable laws.
4. Platform Access: Wellness Provider may permit any staff of Wellness Provider who use the Technology Platform (“Users”) to access and use the features and functions of the Technology Platform only in accordance with this Agreement and any documentation related to the Technology Platform (“Documentation”) and Wellness Provider will: (a) provide to NTRL Wellness information and other assistance as necessary to enable NTRL Wellness to establish usernames to be used by Users; (b) be responsible for maintaining the confidentiality of all Users’ usernames and passwords; (c) be solely responsible for all activities that occur under these usernames; (d) not to allow a third party to use its account, usernames or passwords at any time; (e) notify NTRL Wellness promptly of any actual or suspected unauthorized use of its account, User usernames or passwords, or any other breach or suspected breach of this Agreement; and (f) Wellness Provider shall be solely responsible for providing, maintaining and ensuring compatibility with the Technology Platform, all hardware, software, electrical and other physical requirements for Wellness Provider’s use of the Technology Platform, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Technology Platform. Nothing will be construed to require delivery of a copy of the technology associated with the NTRL Wellness Technology or to grant Wellness Provider any right to obtain such a copy (apart from the limited right to install and use the Software). NTRL Wellness shall provide Wellness Provider access to the Technology Platform within approximately twenty-four (24) to forty-eight (48) hours after Wellness Provider fills out all necessary documentation and forms required by NTRL Wellness and pays the applicable Fees as set forth in this Agreement. NTRL Wellness shall review Wellness Providers’ certifications, licensing, and any other credentials, however, NTRL Wellness is not responsible for ensuring accuracy of such certification, licensure, and credentials. Wellness Provider is solely responsible for informing NTRL Wellness of any changes or revocation of any certifications, licensure, or credentialing and shall inform all Clients of such. Wellness Provider shall have limited access to the Technology Platform during the seven (7) day free trial.
5. Restrictions: Wellness Provider will use the NTRL Wellness Technology solely in accordance with the Documentation and as contemplated by this Agreement and will not: (a) copy, modify, or duplicate the NTRL Wellness Technology, or create any derivative work thereof; (b) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the NTRL Wellness Technology is compiled or interpreted, and Wellness Provider acknowledges that nothing in this Agreement will be construed to grant Wellness Provider any right to obtain or use such source code; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the NTRL Wellness Technology available to any third party, other than as expressly permitted by this Agreement; (d) interfere with or disrupt the integrity or performance of the NTRL Wellness Technology or the data contained therein; (e) attempt to gain unauthorized access to the NTRL Wellness Technology or its related systems or networks; (f) remove, alter or obscure any proprietary notices associated with the NTRL Wellness Technology or Documentation; or (g) utilize the NTRL Wellness Technology in order to (1) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Law; (2) upload, send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
6. Risk of Use: Use of the NTRL Wellness Technology is at the sole risk and responsibility of Wellness Provider and any practitioner, health care provider, User or Facility using the NTRL Wellness Technology. This Section will not diminish NTRL Wellness’s commitments under this Agreement.
7. Third Party Content: Certain tools and features of the Platform, to the extent ordered by Wellness Provider, will make Third Party Content available to Wellness Provider through the Platform. Because NTRL Wellness does not control such Third Party Content, Wellness Provider agrees that: (a) NTRL Wellness is not responsible for any such Third Party Content; and (b) NTRL Wellness does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and does not assume responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Third Party Content. NTRL Wellness makes no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of Third Party Content or any products or services referenced thereby.
Compensation to NTRL Wellness: In consideration for the performance of all of its duties and obligations as provided in this Agreement, NTRL Wellness shall receive compensation (“Fees”) as set forth in Appendix 1. Upon the Effective Date of this Agreement, Wellness Provider shall be billed on a monthly basis on the same terms and indicated in this Agreement, unless terminated by Wellness Provider or NTRL Wellness in accordance with the termination policies below. By signing this Agreement on behalf of Wellness Provider, Wellness Provider agrees that its provided billing information (i.e. credit card) shall be billing on a monthly recurring basis and Wellness Provider agrees that it will not ask for charge backs or refunds from its credit card or bank. NTRL Wellness does not offer any refund for any NTRL Services of any kind. Should Wellness Provider prepay Fees in advance (i.e. paying the Annual Fee) and Wellness Provider terminates this Agreement prior to twelve (12) months after the Effective Date, then Wellness Provider shall forfeit any and all Fees prepaid in advance for such NTRL Services.
Term and Termination
1. Term of Agreement: This Agreement shall commence as of the Effective Date and shall continue in full force and effect for one (1) months (“Initial Term”), unless Wellness Provider chooses to sign up for the seven (7) day free trial which only grants limited access to the Platform, and such regular term of one (1) month shall continue until terminated by either Party pursuant to the terms, hereof. If this Agreement is not terminated by either Party pursuant to the terms hereof, it shall continue for additional one (1) month periods (each a “Renewal Term”), unless and until terminated by either Party pursuant to the terms, hereof. For purposes of this Agreement, the Initial Term and Renewal Term are collectively referred to as the “Term”.
2. Termination
  1. For Breach: Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches the Agreement and thereafter: (a) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within forty-eight (48) hours after receiving written notice thereof; or (b) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within forty-eight (48) hours after receiving written notice thereof.
  2. Termination by NTRL Wellness: NTRL Wellness may at any time suspend or terminate its agreement with Wellness Provider if NTRL Wellness is required to do so by law (for example, where the Technology Platform Service is or becomes unlawful). NTRL Wellness may terminate anytime for any reason in its sole discretion upon forty-eight (48) hours’ notice.
  3. Termination by Wellness Provider: Wellness Provider may terminate this Agreement at any time upon forty-eight (48) hours’ written notice and paying any Fee(s) due under this Agreement that account for the remainder of the month during which termination occurs. NTRL Wellness will issue a refund accounting for any months that Wellness Provider has prepaid.
  4. Return of Wellness Provider Data: If so requested by Wellness Provider, NTRL Wellness will provide Wellness Provider with a .pdf of all of Wellness Provider data at no charge to Wellness Provider and will cooperate in good faith with Wellness Provider in the transfer and porting of Wellness Provider data to any other system.
  5. Suspension by NTRL Wellness: At any time during the Term, NTRL Wellness may, immediately upon notice to Wellness Provider, suspend access to the Platform if and as necessary to protect the Wellness Provider data in the event of a threat to the technical security or technical integrity of the Technology Platform. Additionally, NTRL Wellness will have the right, in addition to any of its other rights or remedies, to immediately suspend the provision of the Services or access to the Technology Platform to Wellness Provider, without liability to Wellness Provider, if any undisputed amount due under this Agreement is not received by NTRL Wellness within forty-eight (48) hours after NTRL Wellness provided notice that such amount was overdue. NTRL Wellness will immediately notify Wellness Provider of any suspension under this Section.
  6. 7-Day Free Trial: NTRL Wellness provides an option to Wellness Provider for a free seven (7) day trial where Wellness Provider has limited access to see the Platform and technology without paying any fees for a seven (7) calendar day period prior to contracting and paying Fees to NTRL Wellness. Such trial does not provide access to all features of NTRL Wellness’ software, however, it does show Wellness Provider the Platform’s possible features, layout, and options should Wellness Provider choose to pay for the full subscription.
3. Effect of Termination: Upon termination or expiration of this Agreement, Wellness Provider shall: (i) return all documents, data and other materials or information that constitute "Confidential Information" as defined below (and any license granted under this Agreement shall immediately terminate including, but not limited to, the license to the Licensed Technology Platform and Material), and (ii) immediately cease using any logo, trade name, trade or service mark or other commercial symbol that suggests a connection or association with NTRL Wellness.
  
  Termination will not relieve either Party of the obligation to pay any fees accrued or payable to the other Party prior to the Effective Date of termination. Upon termination or expiration of this Agreement: (a) Wellness Provider will cease all use of the NTRL Wellness Technology and the rights and licenses granted to Wellness Provider to the NTRL Wellness Technology, including the Software, will immediately terminate; (b) Wellness Provider will permit NTRL Wellness to enter Facilities to properly delete all copies of the Technology Platform installed thereon; and (c) all fees will be immediately due and payable.
  
  Any provisions of the Agreement containing representations and warranties, warranty disclaimers, confidentiality rights and obligations, intellectual property rights, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
Covenants and Warranties: This Section shall survive termination or expiration of this Agreement.
1. Wellness Provider’s Covenants
  1. Wellness Provider covenants and agrees that, at all times during the Term hereof, Wellness Provider will conduct business in accordance with all applicable laws, federal, state, local, and relevant international governing laws and regulations affecting the provision of non-licensed, complementary and alternative healthcare services and nutritional advice, including but not limited to, California Business and Professions Code §2053.5, §2053.6, §2585, §2068, and §2586 et seq. Wellness Provider further covenants and agrees that, at all times during the Term hereof, Wellness Provider will comply with the state(s)’ and/or country’s laws, rules and regulations where Wellness Provider’s providers are physically located at the time Wellness Provider’s providers provide Wellness Provider Services to the Client and will comply with the state(s)’ and/or country’s laws, rules and regulations where the Client is physically located at the time Wellness Provider’s providers provide Wellness Provider Services to the Client.
  2. Wellness Provider's provision of Wellness Provider Services to its Clients do not constitute licensed professional services as defined by applicable law. Wellness Provider is responsible for ensuring compliance with all licensing laws in Wellness Provider’s state that Wellness Provider and its providers are physically in at the time of delivering Wellness Provider’s Services and the Client’s state that the Client is physically in at the time of receiving Wellness Provider’s Services. NTRL Wellness may terminate this Agreement for cause if NTRL Wellness determines in NTRL Wellness’ sole discretion that Wellness Provider is providing Services that are licensed or require a license. Wellness Provider shall also provide any and all required notices to Clients that Wellness Provider is not a licensed provider and/or not providing licensed services.
  3. Wellness Provider will abide by and comply with all privacy laws: (a) of Wellness Provider’s home state or state where Wellness Provider’s principal place of business is located; (b) of the state where Wellness Provider physically is present in at the time Wellness Provider provides Wellness Provider Services to Clients or users; (c) of the state where Wellness Provider is physically present in at the time Wellness Provider accesses, saves, stores, downloads, transfers, or sends Client or user data; and (d) of the state where Client or user data is saved, stored, downloaded from, or transferred to or sent to. Wellness Provider shall not sell or share any Client data without written and informed consent from Client in accordance with all applicable privacy laws. For Washington Clients see section below related directly to Washington residents.
  4. Wellness Provider covenants and agrees that Wellness Provider is responsible for any and all legal disclaimers, legal forms, consent forms, privacy policies, and notice of privacy practices. NTRL Wellness is not legally responsible for any disclaimers, Forms, privacy policies, terms of use, etc. that are used by Wellness Providers and Wellness Providers agrees to indemnify NTRL Wellness from any claims, complaints, or issues caused by Wellness Provider’s Forms, disclaimers, informed consent, privacy policies, etc. Such disclaimers may include, but are not limited to, providing the require disclosure under California Business and Professions Code section 2053.6 for any Clients located in California if such Holistic Services include any nutrition counseling or guidance then Wellness Provider must include a disclosure in Wellness Providers’ forms to Client the following Notice:
    1. NOTICE: State law allows any person to provide nutritional advice or give advice concerning proper nutrition--which is the giving of advice as to the role of food and food ingredients, including dietary supplements. This state law does NOT confer authority to practice medicine or to undertake the diagnosis, prevention, treatment, or cure of any disease, pain, deformity, injury, or physical or mental condition and specifically does not authorize any person other than one who is a licensed health practitioner to state that any product might cure any disease, disorder, or condition.
  5. Wellness Provider covenants and agrees that all data Wellness Provider provides to NTRL Wellness or the NTRL Wellness Technology, including, but not limited to, codes and practitioner identifiers, certifications, licensure, and any other regulatory certifications/licensing are materially accurate and in conformity with all legal requirements. Wellness Provider agrees that covenants and warrants that should Wellness Provider’s licensure or certification change, be terminated, or revoked Wellness Provider shall notify NTRL Wellness within seven (7) days of such revocation, termination, or change in status. Wellness Provider is responsible for keeping its profile and all relevant information accurate and up to date within seven (7) calendar days of any changes.
  6. Wellness Provider will maintain minimum system requirements and all rights and privileges necessary to upload and transfer data using the Technology Platform.
  7. Wellness Provider agrees to be fully and solely responsible for any and all Fees paid by Clients, any refunds, any rescheduling and any cancellation by Clients and/or Wellness Provider. NTRL Wellness is solely a software platform providing access to Clients and Wellness Providers to connect with each other and process billing payments. NTRL Wellness is not responsible for any and all complaints, refunds, cancellations, terminations by Client and/or Wellness Provider and Wellness Provider shall be responsible and indemnify NTRL Wellness from any and all complaints by Clients concerning refund requests, complaints, quality assurance issues, rescheduling, cancellation and termination issues.
  8. Wellness Provider grants to NTRL Wellness a limited, royalty-free license:(a) during the Term to use, copy, reformat, display, disclose and distribute the Wellness Provider Data solely for the purpose of providing the Technology Platform Services and as otherwise necessary for exercising NTRL Wellness’s rights or performing NTRL Wellness’s obligations under this Agreement; and (b) to the extent permitted by HIPPA, on a perpetual basis, to use, copy, reformat, and display de-identified (in accordance with 45 CFR §164.514) Wellness Provider Data and/or statistics and to use, copy, disclose and distribute such data and statistics for NTRL Wellness’s business purposes; provided, however, in any such data or statistics, NTRL Wellness will ensure that the Wellness Provider Data is used in de-identified form only and in a manner that is not directly or indirectly attributable to or identified with any individual Wellness Provider client, User or employee.
  9. Wellness Provider covenants and agrees that Wellness Provider is solely responsible for any and all acts and omissions that occur under Wellness Provider’s account or password, and Wellness Provider agrees not to engage in unacceptable use of the Platform, which includes, without limitation, use of the Platform to: (a) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property rights of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Platform or any other computer network; (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by NTRL Wellness to be in conflict with the spirt or intent of this Agreement.
  10. Wellness Provider covenants and agrees that Wellness Provider will not transfer or provide NTRL Wellness any data or information that is subject to regulation under Applicable Data Protection Law (“Protected Data”) in connection with this Agreement, including Personal Data, Protected Health Information and Personally Identifiable Information (as such terms are defined in Applicable Data Protection Law), except for Protected Data related to Wellness Provider’s Client’s contact information or Client Records that contain information for purposes of receiving non-licensed Holistic Health Services. Applicable Data Protection Law means all applicable, international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security of Protected Data, except for Washington My Health My Data Law, which defines “Consumer Health Data” and which shall not be relevant to this Section. NTRL Wellness has implemented appropriate technical, organizational, and security measures designed to safeguard and protect Protected Data provided by Wellness Provider or Client and NTRL Wellness may access, use and transfer such Protected Data to NTRL Wellness’ affiliates and third parties only for the purposes of fulfilling NTRL Wellness’ obligations and exercising NTRL Wellness’ rights, providing information to Wellness Providers and Clients and complying with NTRL Wellness’ legal and auditing requirements. As between NTRL Wellness and Wellness Provider, for purposes of this Agreement and Applicable Data Protection Law, Wellness Provider is the “data controller” and NTRL Wellness is acting on Wellness Provider’s behalf as a “data processor” with respect to Protected Data that Wellness Provider or Clients upload or transfer to our Platform.
  11. Wellness Provider represents and warrants to NTRL Wellness that: (a) Wellness Provider is over the age of eighteen (18) and has the power and authority to enter into and contract with NTRL Wellness under this Agreement; (b) Wellness Provider is the authorized signatory of the credit or charge card provided to NTRL Wellness to pay the fees; and (c) Wellness Provider shall comply with all terms and conditions of this Agreement, including but not limited to prohibited uses.
2. NTRL Wellness’ Covenants: NTRL Wellness will continue to employ commercially reasonable efforts to ensure that the Technology Platform is free from viruses, worms, Trojan horses, spyware, adware, and other malicious code during the Term of this Agreement. NTRL Wellness will not be responsible or liable for any failure to meet the foregoing responsibilities caused, in whole or in part, by the performance, adequacy, accuracy, concurrency or other matters related to Wellness Provider’s systems. NTRL Wellness will provide technical support to Wellness Provider if the issue is a result of NTRL Wellness's Platform only. By way of example, if the Platform's video service does not function properly, NTRL Wellness will provide technical support to resolve the issue; whereas, if Wellness Provider's Internet service does not function, NTRL Wellness will not provide technical services. NTRL Wellness also agrees and acknowledges that it will use reasonable and good faith effort to process and ensure that all Wellness Providers’ documentation and on-boarding are reviewed and approved within twenty-four (24) to forty-eight (48) hours of Wellness Provider submitting such information and documentation and making all necessary payment(s) and Fees.
3. NTRL Wellness’ Communication with Clients: As part of the provision of the Technology Platform Services, NTRL Wellness may need to communicate with Clients from time to time. Wellness Provider grants NTRL Wellness the limited right to communicate with Clients as may be necessary as part of the provision of the NTRL Wellness Technology and Services, in NTRL Wellness’s reasonable discretion. NTRL Wellness also has full discretion to determine if a Client should be terminated from access to the Platform Technology.
4. Wellness Provider’s Warranties: WELLNESS PROVIDER ACKNOWLEDGES AND AGREES THAT DECISIONS REGARDING WELLNESS PROVIDER SERVICES FOR ANY GIVEN CLIENT ARE SOLELY THE RESPONSIBILITY OF THE WELLNESS PROVIDER, AND NTRL WELLNESS SHALL NOT BE RESPONSIBLE FOR (AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR) ANY DECISIONS MADE BY THE WELLNESS PROVIDER BASED UPON THE PLATFORM OR THE OUTPUT OR RESULTS GENERATED BY IT OR ANY ACTS OR OMISSIONS BY WELLNESS PROVIDER OR ITS USERS, WHICH GIVE RISE TO ANY CLAIMS OF ANY NATURE BY ANY CLIENT OR THIRD PARTY. WELLNESS PROVIDER ALSO ACKNOWLEDGES AND AGREES TO BE RESPONSIBLE FOR ANY REFUND REQUESTS, CANCELLATION, OR TERMINATION REQUESTS BY CLIENTS AND WELLNESS PROVIDER SHALL INDEMNIFY AND HOLD NTRL WELLNESS HARMLESS FROM ANY CLAIMS OR COMPLAINTS BY CLIENTS.
5. NTRL Warranties, Disclaimers, and Limitation of Liability
  1. NTRL Wellness's Warranties: NTRL Wellness will employ commercially reasonable efforts to ensure that the Technology Platform is free from viruses, worms, Trojan horses, spyware, adware, and other malicious code. NTRL Wellness will not be responsible or liable for any failure to meet the foregoing responsibilities caused, in whole or in part, by the performance, adequacy, accuracy, concurrency or other matters related to Wellness Provider’s systems. NTRL Wellness warrants that the Platform, when used in accordance with the Documentation, will operate substantially in conformance with the Documentation. However, because of the complexity of computer technology, NTRL Wellness cannot and does not warrant that the operation of the Platform will be uninterrupted or error-free. If Wellness Provider discovers a material deficiency in the Platform or Services, then Wellness Provider will submit to NTRL Wellness a written report describing the deficiency in reasonable detail, and NTRL Wellness will use reasonable efforts to remedy the non-compliance.
  2. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NTRL WELLNESS TECHNOLOGY AND ALL NTRL SERVICES ARE PROVIDED “AS IS,” AND NTRL WELLNESS MAKES NO (AND DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE NTRL WELLNESS TECHNOLOGY (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO WELLNESS PROVIDER BY NTRL WELLNESS. NTRL WELLNESS DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE NTRL WELLNESS TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NTRL WELLNESS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS OR ANY OTHER FORCE MAJEURE EVENT.
    
    NTRL WELLNESS’ SERVICES UNDER THIS AGREEMENT IS NOT SUBJECT TO ANY GUIDELINES, RESTRICTIONS, OR CONTRACTS ESTABLISHED BY HEALTH INSURANCE COMPANIES, HEALTH MAINTENANCE ORGANIZATIONS, HOSPITAL SERVICE ORGANIZATIONS, OR MEDICARE/MEDICAID PROGRAMS. ACCORDINGLY, WELLNESS PROVIDERS AGREES (AND SHALL INFORM CLIENTS THAT CLIENTS MUST AGREE) NOT TO SUBMIT ANY CLAIMS TO MEDICARE OR MEDICAID OR ANY OF THE HEALTH INSURANCE PLANS FOR NTRL WELLNESS’ SERVICES, AND ACKNOWLEDGE THAT NO REIMBURSEMENT WILL BE PROVIDED UNDER ANY OF THE SAME FOR NTRL WELLNESS’ SERVICES.
  3. Washington Residents: Washington residents are entitled to data protection under the Washington My Health My Data (“MHMD”). Under MHMD, Client’s data is protected if the Client is seeking health care services which is defined as any services provided to a person to assess, measure, or improve, or learn about a person’s mental or physical health, including, but not limited to, his or her health condition, status, disease, or diagnosis, social, psychological, or behavioral, and medical interventions, bodily functions, vital signs, symptoms or measurements of such information as described above. By agreeing to this Agreement, Wellness Provider acknowledges that any potential Client that is a resident of Washington is required to sign a separate Consumer User Agreement providing clear affirmative consent that signifies a freely given, specific, informed, and opt-in, voluntary, and unambiguous agreement and consent. Further, if a court of competent jurisdiction determines that Wellness Providers’ fees to NTRL Wellness is considered “selling” or a “sale” of data as defined by MHMD, NTRL Wellness is required to obtain Client’s signature for sharing consumer health data with Wellness Providers and Client’s signature for collecting consumer health data. Therefore, any Washington residents must separately sign a Consumer and User Agreement for Washington Residents and agree to the collection of Client’s data and the sharing and/or selling of Client’s data. If Client is a Washington resident then Client should go to NTRL Wellness’ Washington Consumer User Agreement here. Wellness Providers should comply with MHMD law if any Client is a Washington resident and be careful with collecting, sharing, selling, or disclosing Client’s consumer health data.
  4. Limitation of Liability: Under no circumstances shall NTRL Wellness be liable to Wellness Provider or any third party for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special or exemplary damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if either Party knew or was advised that such damages could or may result. NTRL Wellness disclaims any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. NTRL Wellness’s maximum liability in respect of any loss or damage suffered by Wellness Provider and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the value of sums paid by Wellness Provider to NTRL Wellness in relation to this Agreement pursuant to which the relevant loss or damage has arisen.
    
    Some states do not allow the exclusion or limitation of incidental or consequential damages under certain circumstances and the above exclusion or limitation may not apply. Without limiting any of the foregoing, in no event will any Party be liable for any delay or failure to perform which is due to causes beyond its reasonable control.
  5. Amendment: NTRL Wellness shall have the right, at any time and with forty-eight (48) hours’ notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to Wellness Provider by email at the address provided to NTRL Wellness by Wellness Provider. Wellness Provider shall sign the amended Technology Platform and Services and License Agreement and return it to NTRL Wellness within forty-eight (48) hours of receiving it or Wellness Provider’s access to the Platform may be limited to the free trial version until Wellness Provider signs the newly amended agreement.
Records.
1. Client Records: Wellness Provider shall own all Client Records with respect to all Wellness Provider Services billed in the name of Wellness Provider. Wellness Provider (or, as applicable, its providers) shall be solely responsible for making all entries on all such records. Such records shall at all times be owned and controlled by Wellness Provider, but: (i) may be stored at various locations (including in the Technology Platform), and may be maintained, inspected, or copied by NTRL Wellness, in connection with NTRL Wellness's performance of services under this Agreement; and (ii) in the event of a termination of this Agreement, Wellness Provider understands that NTRL Wellness may retain a copy of such records related to such Wellness Provider Services, and may contact Clients listed on those records, consistent with applicable federal and state privacy law. Both Parties shall comply with all applicable federal, state, and local laws and regulations relating to client records. Wellness Provider agrees to maintain Client Records during the Term of this Agreement and for two (2) years (unless required longer by state law) following the termination or expiration of this Agreement. This Section (6A, Client Records) shall survive termination or expiration of this Agreement.
2. Business Records: All business and administrative records maintained by NTRL Wellness in connection with the Technology Platform Services shall be NTRL Wellness's property. Notwithstanding Section 6A (Client Records) above, NTRL Wellness shall maintain a record of basic contact information of individuals that visit the Technology Platform (“Visitors”); such records shall be considered business and administrative records, and NTRL Wellness shall have the right in its sole discretion to contact the Visitors with respect to matters such as feedback and quality assurance, and (subject to HIPAA and/or relevant state law) future services by NTRL Wellness and its affiliates and contractors. This Section 6B (Business Records) shall survive termination or expiration of this Agreement.
Insurance; Indemnification.
1. Wellness Provider: During the Term of this Agreement, Wellness Provider shall maintain, at its cost and in its name: (i) adequate and appropriate liability coverage; and (ii) any other insurance coverage reasonably necessary for Wellness Provider’s operation. Wellness Provider shall provide for at least thirty (30) days’ written notice to NTRL Wellness of any expiration, cancellation, reduction, or other material change in the amount or scope of such insurance, and such policies shall provide for "tail" coverage (i.e., an extended reporting endorsement) with the same coverage limits set forth above, within ten (10) days of such termination or expiration.
2. Indemnification: Wellness Provider shall indemnify and hold harmless NTRL Wellness from and against any and all liability, loss, damage, cause of action, cost, or expense (including reasonable attorney’s fees) arising out of, or in any way connected with, any negligent or intentional act or failure to act, any breach of any representation or warranty under this Agreement,for any refunds or claims for refunds by Clients, or any other wrongful conduct by Wellness Provider, its shareholders, agents, employees, or subcontractors in the performance of its duties under this Agreement. Wellness Provider shall also indemnify and hold harmless NTRL Wellness from any third-party claim, including but not limited to, claims by Clients regarding refunds, cancellation, or other disputes. This Section (Indemnification) shall survive termination or expiration of this Agreement.
Compliance with Laws: Both Parties understand that payment of the compensation under this Agreement is not intended to be, and shall not be interpreted or applied as, permitting NTRL Wellness to share in Wellness Provider’s fees for Services, but is acknowledged as the Parties’ negotiated agreement as to the reasonable fair market value of the items and services furnished by NTRL Wellness pursuant to this Agreement.
Confidentiality ETC:
1. Confidentiality: The Parties covenant and agree that they will keep the terms of this Agreement completely confidential and will not hereafter disclose such information concerning this Agreement to any person other than (i) their attorneys, accountants, financial advisors, lenders, or prospective purchasers, (ii) as needed to enforce the terms of this Agreement, or (iii) as required by law. Further, each Party hereby agrees that it and its officers, owners, directors, employees, agents, and advisors (collectively, “Representatives”) will use the Confidential Information of the other Party in good faith solely in connection with this Agreement and for no other purpose, that the Confidential Information will be kept confidential, and that the Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever or use it for any purpose except as necessary to perform its obligations hereunder; provided, however that (i) either Party and its Representatives may make any disclosure of such information to which the disclosing Party gives its prior written consent, (ii) any of such information may be disclosed to the other Party’s Representatives who need to know such information in connection with this Agreement, who agree to keep such information confidential and who agree to be bound by the terms hereof to the same extent as if they were Parties hereto, and (iii) either Party and its Representatives may make any disclosure that, in the opinion of its legal counsel, is required by law or governmental process. In any event, each Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information of the other Party and to accept responsibility for any breach of this Section (Confidential Information) by any of its Representatives.
  
  As used in this Agreement, “Confidential Information” shall be defined as oral, written and/or recorded information concerning a Party’s (or any of its subsidiaries’ or affiliates’) business, including all notes, analyses, summaries, compilations, studies, sheets, explanation of tests, legal advisory, technical data, marketing information, medical technology, technical specifications, banking, financing methodologies, investors, introductions to persons, business plans, marketing plans, supplier information, ideas, vendors, development strategies, intellectual property, know-how, proprietary property, written deliverables, business usage or requirements, customer lists, employee and consultant lists, system integrators, financial and operational information, accounting, pricing information, equipment used, reimbursement information, trade secrets, or other documents or records prepared by the non-disclosing Party of such information which contain, reflect, or are based on such information, but does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the applicable Party or any of its Representatives, (ii) was independently acquired or developed by the non-disclosing Party or its Representatives without breach of this Agreement, or (iii) becomes available to the non-disclosing Party or any of its Representatives on a non-confidential basis from a person (other than the disclosing Party or any of its Representatives) who, to the non-disclosing Party’s knowledge, is not and was not bound by a confidentiality agreement with the disclosing Party, or is not and was not otherwise prohibited from transmitting the information to the non-disclosing Party or its Representatives.
  
  If either Party or any of its Representatives are required by applicable law or regulation or by legal process to make any disclosure otherwise prohibited hereunder, each Party agrees to provide the other with prompt notice of such requirement prior to disclosure so that the other Party may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, the Party subject to legal disclosure agrees to furnish only that portion of the Confidential Information which its counsel advises it that it is legally compelled to disclose and to use its reasonable efforts, at the request and cost of the other Party, to obtain confidential treatment for the Confidential Information disclosed. If at any time either Party so requests for any reason, the other Party will promptly deliver to the requesting Party or, as elected by the other Party, destroy all Confidential Information delivered to it or its Representatives by or on behalf of the requesting Party. Notwithstanding the return or destruction of the Confidential Information, each Party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. All Confidential Information is provided “as is,” without warranty of any kind, and the non-disclosing Party shall not be liable for any damages whatsoever relating to recipient’s use of such Confidential Information. This Section (Confidential Information) shall survive termination or expiration of this Agreement.
2. Non-Solicitation: During the Term of this Agreement and for a period of two (2) years following termination of this Agreement for any reason, neither Party shall (except in connection with the performance of Wellness Provider’s duties under this Agreement), either directly or indirectly, solicit or otherwise contact, or enter into discussions with: (i) any individual who was a director, officer, shareholder, member, or employee of other during the twelve (12)-month period immediately preceding the date of termination of this Agreement; or (ii) any person (or any director, officer, shareholder, member, or key employee of any such person) with which such Party had a contract or arrangement to provide management services at any time during the twelve (12)-month period immediately preceding the date of termination of this Agreement.
3. Injunctive Relief: In the event of a breach of this Section (Confidential Information), Wellness Provider acknowledges that any violation of this Section would result in irreparable injury to NTRL Wellness, and the remedy at law would be inadequate. Accordingly, NTRL Wellness shall be entitled to injunctive relief in addition to any other remedies to which NTRL Wellness may be entitled at law or in equity.
Independent Contractor: The relationship between NTRL Wellness and Wellness Provider is not one of partners, joint venturers, principal and agent or employer and employee, or any relationship other than that of independent contractors. Except as specifically provided herein, Wellness Provider shall neither have nor exercise any control or direction over the methods by which NTRL Wellness and its employees and independent contractors provide the services required of it hereunder. NTRL Wellness shall neither have nor exercise any control or direction over the professional judgment of Wellness Provider or the manner in which Wellness Provider performs Services. The Parties hereto understand that NTRL Wellness, in its capacity as NTRL Wellness, does not provide health care services and shall not employ, engage or supervise Wellness Provider in provision of Services. Each Party hereto shall be solely responsible for the compensation, benefits, insurance coverage, employer taxes and any other obligations of its own employees or independent contractors.
Partnership Pricing Disclosure: We partner with schools, universities, employers, and other organizations (“Partners”) to provide their students, employees, or members (“Eligible Participants”) with special pricing on certain products or services. These partnership discounts are part of a voluntary program and are not related to whether you exercise your privacy rights under state law.
General Provisions.
1. No Assignment: Unless otherwise permitted in this Agreement, neither Party hereto shall assign any of its rights, nor delegate any of its duties under this Agreement, without first obtaining the express written consent of the other Party. Subject to the foregoing restriction, this Agreement shall be binding on the Parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, NTRL Wellness may assign this Agreement, without Wellness Provider’s prior written consent, to any entity that purchases more than fifty percent (50%) of NTRL Wellness or that acquires substantially all of NTRL Wellness’s business assets (including direct and indirect ownership interests in entities conducting business operations). Further, notwithstanding the foregoing, NTRL Wellness may assign the proceeds of this Agreement without Wellness Provider’s prior written consent.
2. Severability: In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision. This Section (Severability) shall survive termination or expiration of this Agreement.
3. Notice: Any and all notices, demands, requests, and other communications required or permitted to be given hereunder shall be in writing and shall be given by overnight courier or by certified U.S. mail (with return receipt requested), or via email, addressed as indicated in the signature block to this Agreement, or as otherwise indicated by notice given in accordance with this provision. If delivered by overnight courier, such notice shall be effective on the date of delivery to the address indicated above if delivered on a business day, otherwise such notice shall be effective on the next succeeding business day. If delivered by certified U.S. mail, such notice shall be effective on the third business day after the date of mailing. If delivered by email, such notice shall be effective on the first business day after the date the email was sent.
4. Waiver: A waiver by either Party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any other obligation hereunder.
5. Entire Understanding: This Agreement and any exhibits attached hereto contain the entire understanding of the Parties hereto relating to the subject matter contained herein, and supersede all prior and collateral agreements, understanding, statements and negotiations of the Parties. This Agreement can only be changed, modified, amended, rescinded or supplemented by a written agreement executed by both Parties.
6. Governing Law and Venue: The laws of the State of California (without giving effect to its conflicts of law provisions) shall govern all matters arising out of or relating to this Agreement, including, but not limited to, its validity, interpretation, performance, enforcement, and construction. The venue for any claim or dispute shall be in Los Angeles, California. This Section (Governing Law) shall survive termination or expiration of this Agreement.
7. Arbitration: Any dispute, claim, or controversyarising out of or relating to this Agreementor the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before one (1) arbitrator. The arbitration shall be administered by AHLA Alternative Dispute Resolution Service Rules of Procedure for Arbitration, in the above-mentioned city or county. Judgment on the award may be entered in any court having jurisdiction. This provision shall not preclude either Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator. Each Party has read and understood this Section (Arbitration) and understands that it thereby agrees to submit any claims arising out of this Agreement to binding arbitration, and that this dispute resolution provision constitutes a waiver of the Party’s right to a jury trial. HOWEVER, prior to either Party initiating Arbitration of any dispute, the Parties agree to attempt mediation of the dispute with a mutually agreeable trained mediator in the above-mentioned city or county. “Trained mediator” means a professional with actual training and experience in the field of Mediation and/or dispute resolution. EACH PARTY HAS READ AND UNDERSTANDS THIS SECTION and UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE PARTY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO MEDIATION AND ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL.
8. Attorney's Fees: Should either Party institute any action or proceeding, including without limitation arbitration, relating to this Agreement, the prevailing Party in any such action or proceeding shall be entitled to receive from the other Party all costs and expenses, including reasonable attorney's fees, incurred in connection with such action or proceeding. This Section (Attorney’s Fees) shall survive termination or expiration of this Agreement.
9. Interpretation of Agreement; Attorney Review; Headings: The Parties acknowledge and agree that Wellness Provider has been advised and afforded the opportunity to seek its own legal counsel as to the consequences of signing this Agreement, and that each has either sought separate legal counsel or has chosen not to do so. Accordingly, no rule of construction shall apply to this Agreement which construes any language, whether ambiguous, unclear or otherwise, in favor of, or against any Party by reason of that Party's role in drafting this Agreement. The descriptive headings of sections and subsections in this Agreement are provided for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. This Section (Interpretation of Agreement) shall survive termination or expiration of this Agreement.
10. Additional Acts: The Parties hereto agree to perform such other acts, and to execute such additional documents, as may be required from time to time to carry out the provisions of this Agreement or the intentions of the Parties.
11. Counterparts; Execution: This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The signatures of the Parties need not appear on the same counterpart. Delivery of an executed counterpart of this Agreement may be made by fax, email, or other electronic transmission, and as such shall be deemed to be a written and signed original for all purposes. This Agreement is effective only upon signed acceptance by both Parties. By their signatures on this Agreement, each of the signatories to this Agreement represent that they have the authority to execute this Agreement and to bind the Party on whose behalf their execution is made. This Agreement when mutually executed constitutes the legal, valid and binding obligation of the Parties enforceable in accordance with its terms.
12. Force Majeure: Neither Party will be responsible for any failure or delay in its performance under this Agreement (other than financial obligations, including payment of amounts due) if such failure or delay is the result of any of the following (each, a “Force Majeure Event”): labor dispute; act of God; pandemic, epidemic, or outbreak of a contagious disease; riot(s) and/or protest(s); inability to obtain labor or materials; accident; future law, regulation, ordinance, or requirement of any governmental or regulatory agency; or any other event which is beyond its reasonable control. Notwithstanding the foregoing, a Force Majeure Event does not include economic hardship, reduction in reimbursement, changes in market conditions, or insufficiency of funds. This Section (Force Majeure) shall not, however, release such Party from using its reasonable efforts to avoid or remove such cause and such Party shall resume performance hereunder with the utmost dispatch whenever such causes are removed. This Section shall survive termination or expiration of this Agreement.
13. Third Parties: Nothing in this Agreement creates, or will be deemed to create, any third Party beneficiaries of or under this Agreement. This Section (Third Parties) shall survive termination or expiration of this Agreement.
14. Rights Cumulative: The various rights and remedies herein granted to the respective Parties hereto shall be cumulative and in addition to any other rights any such Party may be entitled to under law. The exercise of one or more rights or remedies by a Party shall not impair the right of such Party to exercise any other right or remedy, at law or equity. This Section shall survive termination or expiration of this Agreement.
15. Export: Wellness Provider agrees not to directly, indirectly, export, reexport (as defined in the United States Export Administration Regulations, 15 CFR Parts 730-774), or transfer, directly or indirectly, any U.S. technical data acquired from NTRL Wellness, or any products utilizing such data, or the Technology Platform, in violation of the United States export laws or regulations or to any country for which the United States Government, or any agency thereof, requires an export license or other governmental approval without first obtaining the same.
16. Digital Signature: By clicking the I Accept button during registration, the Signatory is signing this Agreement electronically. The Parties agree and wish to permit this Agreement and future documents relating to this Agreement to be electronically signed and may be delivered via electronic mail (including pdf or any electronic signature) or via an electronic platform or via application or via website in accordance with U.S. federal ESIGN Act of 2000, California’s Uniform Electronic Transaction Act (Cal. Civ. Code section 1633.1, et seq.) or other applicable laws. By typing Wellness Provider’s full name and/or by clicking the I Accept button, the Signatory consents to be legally bound and deem the Signatory’s signature to be duly and validly delivered and may be valid and effective for all purposes including to be bound to this Agreement’s terms and conditions. The Signatory further agrees that its use of a keypad, mouse, or other device to select an item, button, icon, or similar act/action, or to otherwise access or make any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes the Signatory’s signature (“E-Signature”), acceptance and agreement as if actually signed by the Signatory. The Signatory also agrees that no certification authority or other third-party verification is necessary to validate the Signatory’s E-Signature (ex., Docusign software) and that the lack of such certification or third-party verification will not in any way affect the enforceability of the Signatory’s E-Signature or any resulting contract between the Parties. The Signatory also represents that the Signatory is authorized to enter into this Agreement and to bind the Party on whose behalf their execution is made and that such Party will be bound by the terms of this Agreement. Any Signatory or Party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this Agreement.

Appendix 1 (Fees and Expense Reimbursement)

Fees

As consideration for the services received hereunder, Wellness Provider shall select one of the foregoing fee packages to pay to NTRL Wellness (the “Fees”):

The NTRL Wellness Provider Plan includes the following:
- Services and Directory Listing- included;
- Billing and Collection Services – included but Stripe or billing software may charge a transactional fee of 2.9% + 30 cents of every transaction.
- Video Conferencing Software –included but maintained through a third party (i.e. Google Meet);
- Matching Service – included;
- Licensing Fee– included;
- Bidding Service –included;
- Resources –included;
- Calendaring system –included;
- Notification system –included;
- Customer Relationship Manage (“CRM”)– included;
- Document/Note Storage –included;
- Marketing – included.
- Community Forum – included.
The NTRL Wellness Provider Plan has the following payment options:
- Month-to-Month
- Annual Plan
  
  Wellness Provider understands that the payment plan chosen by the provider on the platform pricing page automatically renews unless Wellness Provider cancels. The provider may cancel by logging into their account, accessing their dashboard, and going to My Subscription. From there, they will see the button associated with canceling their current plan followed by a confirmation button confirming the cancellation. Wellness Provider hereby authorizes regularly scheduled charges to its credit card or debit card for the selected fees and options above, payable according to the selected set up and payment plan based on the first payment date. Wellness Provider agrees that other than an autorenew email sent to Wellness Provider's email address on file at least one week (for monthly plans) or one month (for annual plans) before the current payment plan expires, no other prior notification will be provided unless the date or amount due changes. Wellness Provider agrees not to ask for any charge backs or dispute any credit card charges by NTRL Wellness.
The 7-Day Free Trial has the following payment options and NTRL Services:
- Wellness Provider has access to the Platform to see all available features, however, cannot utilize all features;
- Wellness Provider has the options to see the possible Resources, calendaring system, billing features, notification system, customer relationship management software and organization, document and note taking storage, a bidding feature to connect with potential Clients, events management and calendar system, possible social media linking and sharing, and marketing for Wellness Providers;
- After seven (7) calendar days, Wellness Providers may decide to pay for NTRL Services under one of the provided plans otherwise NTRL Wellness may terminate and cancel Wellness Provider’s access to the Platform.
Expenses/A La Carte Fees: Both Parties shall not be entitled to any reimbursement for expenses without prior written approval from the other Party.

Technology Platform Services & License Agreement