Consumer User Agreement For Washington Residents

THIS CONSUMER USER AGREEMENT FOR WASHINGTON RESIDENTS (the "Agreement") to access the TECHNOLOGY PLATFORM is made and entered into effective as of the date Consumer 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 “Client” or “Consumer”) 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, Consumer is a potential client and Washington resident (defined as someone who lives in Washington intending to make it their permanent home) searching for alternative and complementary medicine, holistic medicine, or non-licensed healthcare 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, notification system, video-conferencing software, customer relationship management software, events management and calendar platform, document resources, document storage software, and marketing (“NTRL Wellness Services for Providers”) for wellness providers and/or holistic and/or alternative complementary medicine providers and/or non-licensed providers (collectively “Wellness Providers”), and NTRL Wellness provides a Platform that Consumers can connect with Wellness Providers, software that acts as a Wellness Provider directory, software with built in questionnaires that match services a Consumer is looking for, software that acts as a one-stop place for Consumers to find, schedule, and pay for a Wellness Provider’s services, and software that provides a bidding feature for Wellness Providers to offer discounted or lower priced services to Consumers (collectively “NTRL Wellness Services for Consumers”). For purposes of this Agreement, NTRL Wellness Servies for Providers and NTRL Wellness Services for Consumers are collectively referred to as “NTRL Services”; and

WHEREAS, the Parties desire that NTRL Wellness provide NTRL Services, and licenses the web-based platform to the Consumer 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:

1. Relationship of Consumer 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 by Wellness Provider: During the Term of this Agreement, NTRL Wellness is the provider of NTRL Services for Wellness Providers and thus Wellness Providers listed on the Platform have appointed NTRL Wellness as the provider of such services. NTRL Wellness also is the provider of NTRL Wellness Services for Consumers and by agreeing to this Agreement, the Consumer agrees to this appointment of NTRL Wellness for providing NTRL Wellness Services for Providers and NTRL Wellness Services for Consumers.  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 Consumer and Wellness Provider.
   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. 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.
   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 Consumer and Wellness Provider to use the Technology Platform’s functionality only in the United States and only to those persons of the age of eighteen (18) years old or older. NTRL Wellness grants to Consumer a non-perpetual, limited, non-transferable, non-sublicensable, and non-exclusive license subject to the limitations contained herein and solely for the purpose of using the Platform for Consumer’s personal use only.
2. Technology Platform Services and Technology Platform
   1. Technology Platform Services: NTRL Wellness shall provide NTRL Services to Consumer via the Technology Platform, as described below:
      1. Billing Services: NTRL Wellness provides Wellness Providers the ability for Consumers to pay directly through the Technology Platform for Wellness Provider’s Holistic Services. Such payment services are provided through third-party vendors, (i.e. Stripe) and thus any and all terms and conditions of Stripe shall apply, including but not limited to, Stripe’s privacy policies. It is entirely within NTRL Wellness’ sole discretion to provide such Billing Services and NTRL Wellness may cancel this service at any time. Consumer agrees that if Consumer shall have a dispute with any and all Wellness Providers, such dispute shall be handled directly with Wellness Provider and not NTRL Wellness. By using NTRL Services and accessing the Platform, Consumer agrees not to name NTRL Wellness in any dispute, claim, complaint and agrees to resolve any and all issues directly with Wellness Provider. NTRL Wellness is simply providing software to Wellness Provider and it is Wellness Provider’s responsibility to handle any and all billings, refunds, charge backs, etc. Consumer will be required to make payments for Holistic Services using the "Stripe" platform prior to Wellness Provider rendering of Holistic Services. Depending on the subscription plan Consumer 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 Holistic Services, subject to a standard processing time of 2-3 business days minus any transaction fees.
      2. Booking and Calendaring Services: NTRL Wellness shall provide booking and calendaring servicesfor Wellness Provider’s Holistic Services. If Consumer uses NTRL Wellness’ booking and calendaring system, Consumer agrees and acknowledges that Wellness Providers’ cancellation policies are that Consumer may cancel or reschedule any appointment up to twenty-four (24) hours prior to a scheduled appointment. If Consumer cancels less than twenty-four (24) hours, then Wellness Provider may bill Consumer fifty (50%) percent of the Consumer’s booking value for that appointment and automatically send out a link to Consumer’s email for Consumer to reschedule the appointment. Wellness Provider shall keep the remaining fifty (50%) and may request additional payments be made by Consumer for future appointments. If the Consumer cancels, then the Platform shall automatically provide a link to the Consumer 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 Consumer needs to cancel an appointment, then Consumer shall go into the Platform and cancel in the Platform which shall automatically send a link via email to the Consumer to reschedule. If Consumer repeatedly cancels or fails to attend scheduled appointments, then NTRL Wellness, in its sole discretion, may terminate this Agreement and terminate Consumer’s access to the Platform. Wellness Provider shall not charge Consumer extra if Wellness Provider cancels the appointment due to no fault of Consumer. If Wellness Provider decides to terminate the relationship with the Consumer and/or cancel a prepaid appointment with Consumer and does not want to reschedule, then Wellness Provider may terminate the relationship and refund Consumer any unused prepaid funds. 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. It is entirely within NTRL Wellness’ sole discretion to provide such Video Service and NTRL Wellness may cancel this service at any time.
      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 Providers’ synchronous audiovisual communication with Consumer and other Consumers 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. It is entirely within NTRL Wellness’ sole discretion to provide or offer such Group Session feature on the Platform and NTRL Wellness may cancel this service at any time. If Consumer chooses to use this feature in a Group-Session please be aware that any information disclosed by other Consumers participating in such group sessions is confidential and Consumer agrees not to disclose this information. Consumer understands and agrees that if Consumer discloses this information that Consumer may incur legal action against Consumer, including but not limited to, preliminary and permanent injunctive relief, expedited discovery or the purpose of seeking relief, civil damages, court costs, and attorney fees. Consumer also agrees to waive any requirement for the securing or posting of any bond in connection with such remedies. In addition, if Consumer choose to disclose personal private information about Consumer, Consumer understands that this information is not protected by HIPAA or any other federal, state, or local law and that Consumer does so at Consumer’s own risk. Further, such group-sessions may be recorded and Wellness Provider shall notify Consumer if such group-session is recorded. If Consumer does not want to be recorded then Consumer acknowledges and understands that Consumer may choose to either not participate in the group session, or Consumer may attend a group session by listening only (and choosing to turn Consumer’s audio and video off during the group-session).
      5. Matching Service: NTRL Wellness provides a unique feature on its Platform where prospective Consumers 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 Consumer’s questionnaire then is shared with similarly matched providers and Wellness Providers may respond with bidding wars and price matching for their services. Then the prospective Consumer receives the matched responses from Wellness Providers and the prospective Consumer may choose to engage with the Wellness Provider and schedule with them. It is entirely within NTRL Wellness’ sole discretion to provide such Matching Service and NTRL Wellness may cancel this service at any time.
      6. 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 Consumers, 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 Providers’ Holistic Services, instead, it’s based on the frequency and access of the Technology Platform. Consumer understands and acknowledges that any Badge Rating System simply indicates the Wellness Providers’ frequency and activity within the Platform and in no way guarantees or verifies the Wellness Providers’ quality of Holistic Services or certification/licensing. If Consumer relies on the Badge Rating System when choosing a Wellness Provider then Consumer is doing so at his/her own risk. It is entirely within NTRL Wellness’ sole discretion to provide such Badge Rating System and NTRL Wellness may cancel this service at any time.
      7. Client Rating System: NTRL Wellness provides a rating system (“Client Rating System”) for Wellness Providers to rate Consumers 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 Consumer is a good potential client, whether the Consumer will pay, comply, and be easy to work with. If a Consumer is rated poorly by numerous Wellness Providers, then NTRL Wellness may terminate Consumer’s access to such Technology Platform. NTRL Wellness may terminate such Consumer’s access in its full discretion. If NTRL Wellness determines that Consumer’s access is revoked from the Technology Platform, there is no recourse or appeal for Consumer, however, Consumer may contact NTRL Wellness at Contact Us if Consumer believes such termination was made in error.
      8. 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: Consumer 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 Consumer in this Agreement. Consumer 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. Consumer further acknowledges that NTRL Wellness retains the right to use the foregoing for any purpose in NTRL Wellness’s sole discretion.
      2. Feedback: Consumer 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 Consumer will not, absent a signed, written agreement with NTRL Wellness, create an obligation of confidentiality for NTRL Wellness. Consumer 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 Consumer 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 Consumer and Consumer 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.  Consumer agrees that NTRL Wellness shall not be liable for any damages whatsoever relating to Consumer’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. Consumer 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”). Consumer 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; Consumer acknowledges and agrees that any use of the Licensed Technology Platform and Material shall be at Consumer’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, Consumer 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 Consumer breaches this restriction, Consumer 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 Consumer has discontinued the use of any part of the Licensed Technology Platform and Material or immediately upon the termination or expiration of this Agreement, Consumer 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 Consumer may have acquired or generated during the term of this Agreement.  Consumer shall certify in writing to NTRL Wellness that it has done so.  By indicating acceptance of these terms, Consumer 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. Consumer shall keep confidential the Licensed Technology Platform and Material and notify NTRL Wellness immediately if Consumer 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 Consumer Services. The Licensed Technology Platform and Material is made available for administrative and management purposes only and not as a substitute for Consumer's analysis or judgment. Consumer 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: Consumer may 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 Consumer will: (a) be solely responsible for providing, maintaining and ensuring compatibility with the Technology Platform, all hardware, software, electrical and other physical requirements for Consumer’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; (b) be solely responsible for the security, confidentiality and integrity of all messages and the content that Consumer receives, transmits through or stores on the Platform, shall be solely responsible for any authorized or unauthorized access to Consumer’s account by any person and Consumer agrees to bear all responsibility for the confidentiality of Consumer’s password and all use or charges incurred from use of the Platform with Consumer’s password; (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; and (e) notify NTRL Wellness promptly of any actual or suspected unauthorized use of its account, Consumer usernames or passwords, or any other breach or suspected breach of this Agreement. Nothing will be construed to require delivery of a copy of the technology associated with the NTRL Wellness Technology or to grant Consumer any right to obtain such a copy (apart from the limited right to install and use the Software). NTRL Wellness shall provide Consumer access to the Technology Platform within approximately twenty-four (24) to forty-eight (48) hours after Consumer fills out all necessary documentation and forms required by NTRL Wellness. If Consumer fails to sign this Agreement or click I accept or click any necessary check boxes to accept NTRL Wellness’ Terms of Use, Privacy Policies, or this Agreement then Consumer shall have only limited access to the Technology Platform (“Limited Access”). If NTRL Wellness determines, in its sole discretion, that a specific amount of time has passed whereby Consumer has had Limited Access and has failed to agree to the Terms of Use, Privacy Policies, and this Agreement, then NTRL Wellness may terminate Consumer’s access to the Platform.
   5. Restrictions: Consumer 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 Consumer acknowledges that nothing in this Agreement will be construed to grant Consumer 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 Consumer.
   7. Third Party Content: Certain tools and features of the Platform, to the extent ordered by Consumer, will make Third Party Content available to Consumer through the Platform.  Because NTRL Wellness does not control such Third Party Content, Consumer 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.
3. Compensation to NTRL Wellness: In consideration for the performance of all of its duties and obligations as provided in this Agreement, NTRL Wellness receives compensation from Wellness Providers for Wellness Providers’ access to the Technology Platform. Consumer’s access to the Technology Platform is free and complimentary to Consumer.  If NTRL Wellness determines that it wants to charge Consumers at a later date, then NTRL Wellness shall notify Consumer and terminate this Agreement and require Consumer to enter into a new agreement or contract.
4. Term and Termination
   1. Term of Agreement: This Agreement is effective upon Consumer’s acceptance as set forth herein and shall continue in full force until terminated.
   2. Termination
      1. Termination by NTRL Wellness: NTRL Wellness reserves the right, in its sole discretion and without notice, at any time and for any reason, to (a) remove or disable access to all or any portion of the Technology Platform or NTRL Services; (b) suspend Consumers access to or use of all or any portion of the Technology Platform; and (c) terminate this Agreement. NTRL Wellness may at any time suspend or terminate its agreement with Consumer 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.
      2. Termination by Consumer: Consumer may terminate this Agreement for any reason upon forty-eight (48) hours’ prior written notice to NTRL Wellness.
   3. Effect of Termination: Upon termination or expiration of this Agreement, Consumer shall: 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).Upon termination or expiration of this Agreement Consumer will cease all use of the NTRL Wellness Technology and the rights and licenses granted to Consumer to the NTRL Wellness Technology, including the Software, will immediately terminate. 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.
5.  Covenants and Warranties: This Section shall survive termination or expiration of this Agreement.
   1. Consumer’s Covenants
      1. Consumer covenants and agrees that, at all times during the Term hereof, Consumer will comply with all applicable laws, state(s)’ and/or country’s laws, and rules and regulations, including but not limited to, laws regarding fraud, misrepresentation, spamming, hacking, use of ransomware or deploying malware, and privacy laws.
      2. Consumer will abide by and comply with all privacy laws: of Consumer’s home state or state where Consumer is physically located in at the time of receiving Holistic Services.
      3. Consumer covenants and agrees that Consumer shall not engage Wellness Providers for any licensed services. Consumer agrees and acknowledges that NTRL Wellness currently does not provide access to licensed healthcare services or licensed healthcare providers. Consumer understands and agrees that Consumer is not engaging NTRL Wellness or Wellness Providers for any licensed services.
      4. Consumer covenants and agrees that Consumer has provided and will provide accurate and complete registration information, including, without limitation, Consumer’s legal name, and contact information. Consumer is responsible for keeping its profile and all relevant information accurate and up to date within seven (7) calendar days of any changes. Consumer further covenants and agrees to be truthful to all Wellness Providers regarding any information provided to Wellness Providers, including but not limited to, being truthful about the state that Consumer is physically in when receiving Holistic Services via video-conferencing software. NTRL Wellness may terminate this Agreement for cause if NTRL Wellness determines in NTRL Wellness’ sole discretion that Consumer is lying, making false or untruthful statements, or lied about what state Consumer is physically located in.
      5. Consumer agrees to be fully and solely responsible for any and all fees paid to Wellness Provider and Consumer shall contact Wellness Provider regarding any refunds, any rescheduling and any cancellation. NTRL Wellness is solely a software platform providing access to Wellness Providers and Consumers to connect with each other and process billing payments. NTRL Wellness is not responsible for any and all complaints, refunds, cancellations, terminations by Consumer or Wellness Provider. Consumer shall be responsible and indemnify NTRL Wellness for any and all complaints, issues, refunds, charge backs, failure to pay, termination issues raised by Wellness Provider.  
      6. Consumer grants to NTRL Wellness a limited, royalty-free license:(a) during the Term to use, copy, reformat, display, disclose and distribute Consumer’s information/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) Consumer 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 Consumer 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 Consumer client, User or employee.
      7. Consumer covenants and agrees that Consumer is solely responsible for any and all acts and omissions that occur under Consumer’s account or password, and Consumer 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.
      8. Consumer covenants and agrees that Consumer has read and reviewed and agreed to NTRL Wellness’ Privacy Policies and Terms of Use before agreeing to this Agreement.
      9. Consumer represents and warrants to NTRL Wellness that: (a) Consumer 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) Consumer is the authorized signatory of the credit or charge card provided to NTRL Wellness to pay the fees; and (c) Consumer 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 Consumer’s systems. NTRL Wellness will provide technical support to Consumer 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 Consumer's internet service does not function, NTRL Wellness will not provide technical services. NTRL Wellness also covenants and warrants that Consumer has the right to seek treatment from any health care provider and/or Wellness Provider.
   3. NTRL Wellness’ Communication with Wellness Provider: As part of the provision of the Technology Platform Services, NTRL Wellness may need to communicate with Wellness Provider from time to time. Consumer grants NTRL Wellness the limited right to communicate with Wellness Provider 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 Consumer should be terminated from access to the Platform Technology.
   4. Wellness Provider’s Warranties: CONSUMER ACKNOWLEDGES AND AGREES THAT DECISIONS REGARDING HOLISTIC SERVICES ARE SOLELY THE RESPONSIBILITY OF WELLNESS PROVIDER, AND NTRL WELLNESS SHALL NOT BE RESPONSIBLE FOR (AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR) ANY DECISIONS MADE BY WELLNESS PROVIDER BASED UPON THE PLATFORM OR THE OUTPUT OR RESULTS GENERATED BY IT OR ANY ACTS OR OMISSIONS BY CONSUMER OR WELLNESS PROVIDER, WHICH GIVE RISE TO ANY CLAIMS OF ANY NATURE. CONSUMER ALSO ACKNOWLEDGES AND AGREES TO BE RESPONSIBLE TO DIRECTLY CONTACT WELLNESS PROVIDER FOR ANY REFUND REQUESTS, CANCELLATION, OR TERMINATION REQUESTS AND CONSUMER SHALL INDEMNIFY AND HOLD NTRL WELLNESS HARMLESS FROM ANY CLAIMS OR COMPLAINTS BY WELLNESS PROVIDER AS A RESULT OF CONSUMER’S ACTIONS.
   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 Consumer’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 Consumer discovers a material deficiency in the Platform or Services, then Consumer 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 CONSUMER 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, CONSUMER AGREES 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. THIS SECTION DOES NOT APPLY TO ANY HOLISTIC SERVICES THAT CONSUMER SUBMITS FOR REIMBURSEMENT TO INSURANCE ONLY TO NTRL WELLNESS’ SERVICES.
         
         CONSUMER UNDERSTANDS AND ACKNOWLEDGES AND AGREES THAT NEITHER NTRL WELLNESS OR WELLNESS PROVIDERS PROVIDE PRIMARY CARE OR LICENSED SERVICES.
         
         CONSUMER UNDERSTANDS AND ACKNOWLEDGES AND AGREES THAT ANY HOLISTIC SERVICES CONSUMER RECEIVES FROM WELLNESS PROVIDER IS NOT URGENT AND MAY NOT BE MEDICALLY NECESSARY AND THAT IT IS AN ELECTIVE TREATMENT. CONSUMER ALSO ACKNOWLEDGES AND UNDERSTANDS THAT COVID-19 IS AN EXTREMLY CONTAGIOUS DISEASE AND IS SPREAD BY PERSON TO PERSON CONTACT AND THAT THERE IS AN INHERENT RISK OF BECOMING INFECTED WITH COVID-19 IF CONSUMER RECEIVES HOLISTIC SERVICES IN PERSON. CONSUMER ALSO AGREES NOT TO RECEIVE HOLISTIC SERVICES IN PERSON WHILE POSITIVE FOR COVID-19 OR IF CONSUMER HAS SYMPTOMS THAT MAY INDICATE CONSUMER HAS COVID-19.  IF CONSUMER KNOWINGLY, VOLUNTARILY, AND INTELLIGENTLY DECIDES TO RECEIVE HOLISTIC SERVICES IN PERSON THEN CONSUMER ASSUMES ALL RISKS.
         
         FOR CALIFORNIA CONSUMERS: 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.
      3. Limitation of Liability: Under no circumstances shall NTRL Wellness or any of NTRL Wellness’ affiliates or licensors be liable to Consumer 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 Consumer 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 Consumer 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.
      4. Amendment: NTRL Wellness shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by delivering such amended terms to Consumer by email at the address provided to NTRL Wellness by Consumer. Consumer’s access to or use of the Platform after the date such amended terms are delivered to Consumer shall be deemed to constitute acceptance of such amended terms.
6. Records: All business and administrative records maintained by NTRL Wellness in connection with the Technology Platform Services shall be NTRL Wellness's property. 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 relevant state law) future services by NTRL Wellness and its affiliates and contractors. This Section 6 (Records) shall survive termination or expiration of this Agreement.
7. Indemnification: Consumer 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, charge backs, failure to pay Wellness Provider or any other wrongful conduct by Consumer, in the performance of its duties under this Agreement.  Consumer shall also indemnify and hold harmless NTRL Wellness from any third-party claim, including but not limited to, claims by Wellness Provider regarding refunds, cancellation, or other disputes. This Section (Indemnification) shall survive termination or expiration of this Agreement.
8. 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.
9. Confidentiality ETC:
   1. Confidentiality: When reasonably practicable, NTRL Wellness will attempt to respect Consumer’s privacy. NTRL Wellness will not monitor, edit, or disclose any personal information about Consumer or Consumer’s account, including its contents or Consumer’s use of the Platform, without Consumer’s prior consent unless NTRL Wellness has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of NTRL Wellness; (iii) enforce this Agreement; (iv) protect the interests of Users of the Platform other than Consumer or any other person; (v) operate or conduct maintenance and repair of NTRL Wellness’ Servies or equipment, including the Platform as authorized by law; or (vi) to provide NTRL Services to Consumer (i.e. forwarding Consumer’s information to a Wellness Provider through the Platform). Both Parties agree that they will not share Confidential Information with anyone other than (i) their attorneys, accountants, financial advisors, lenders, or prospective purchasers, (ii) as needed to enforce the terms of this Agreement, (iii) to perform its obligations under this Agreement (i.e. provide or receive NTRL Servies or Holistic Servies); or (iv) as required by law.  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).  
      
      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.  Collecting Consumer’s Data for Washington Residents: Washington residents are entitled to data protection under the Washington My Health My Data (“MHMD”) law. Under MHMD, Consumer’s data is protected if he or she 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, Consumer is providing clear affirmative consent that signifies a freely given, specific, informed, and opt-in, voluntary, and unambiguous agreement and consent. Consumer understands and agrees to NTRL Wellness collecting Consumer’s data through the Platform by Consumer filling out a Registration form on the Platform which includes basic demographic information and contact information (i.e. name, contact information, gender). In addition, NTRL Wellness collects information from Consumer when Consumer fills out online Questionnaires which include Consumer’s preference for a type of provider, the type of service, the frequency of services, location of services, preference for in-person or virtual, price range (i.e. looking for a female health coach that works online and for $200 or less a session). The purpose for collecting this type of information is strictly to provide Consumer services and match Consumer with a Wellness Provider. IP addresses are also collected once Consumer signs this Agreement and a signature or check box or I accept button is registered on the Platform. Such information is collected by NTRL Wellness to authenticate and validate Consumer’s acceptance of this Agreement and/or to locate Wellness Providers in Consumer’s geographic area.
   3. Sharing and Selling of Consumer’s Data for Washington Residents: NTRL Wellness and Wellness Providers share Consumer health data to the extent necessary to provide NTRL Services to Wellness Provider and so Wellness Providers may provide Holistic Services to Consumer, to whom such Consumer has requested such Consumer health data be shared for purposes of being connected with a Wellness Provider to provide Consumer Holistic Services. The information that is shared is the basic demographic information that Consumer fills out during Registration of the Platform (i.e. name, contact information, gender). In addition, the information that is shared with Wellness Providers is also information that Consumer fills out in the online Questionnaires and provides information such as Consumer’s preference for a type of provider, the type of service, the frequency of services, location of services, preference for in person or video, price range (i.e. looking for a female health coach that works online and for $200 or less a session). If Consumer wishes to withdraw consent, then Consumer shall notify NTRL Wellness immediately by going to the Contact Form online or by terminating Consumer’s account in the online Platform. 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 Consumer’s signature for sharing Consumer’s health data with Wellness Providers.
   4. 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 NTRL Wellness’ 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.
   5. Injunctive Relief: In the event of a breach of this Section (Confidential Information), Consumer 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.
10. 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, NTRL Wellness shall neither have nor exercise any control or direction over the methods by which Wellness Providers 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 Holistic Services. The Parties hereto understand that NTRL Wellness, in its capacity as a platform host, does not provide health care services and shall not employ, engage or supervise Wellness Provider in provision of Holistic 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.
11. 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.
12. 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 Consumer’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 Consumer’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 Consumer’s account, or through a Contact Form on the Platform, 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.
       
       NTRL Wellness, LLC
       8605 Santa Monica Blvd.
       West Hollywood, CA 90069
       info@ntrlwellness.com
       
       
    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 Consumer 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: Consumer 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 typing in Consumer’s name and by clicking I Accept button, 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 Consumer’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.