These Terms of Service (“Terms”) are between the entity or entities specified in Section 10.12, individually and not jointly (“Weight Loss Ritual”), and the customer, on behalf of itself and its applicable Affiliates (“Customer”). The authorized party signing or electronically submitting the Order or accessing the Services represents that it has the authority to bind the Customer and understands and agrees to the Order, these Terms, and the applicable Service Descriptions (collectively the “Agreement”).
On All Weight Loss Ritual Purchases:
Unless otherwise stated on the specific products sales page and order form all of our products, all Weight Loss Ritual purchases come with a 24 hour no questions asked refund period. To have your refund qualify for this offer please reach out to our support staff via the intercom widget and request a refund. After 24 hours have passed the programs and services come with an action based 30 day money back guarantee.
The conditions for the action based refund are as follows:
The member has watched all videos up to week 4.
2. The member has made post on Facebook and attempted to connect with sellers.
3. If the member has had trouble the member must consult coaches in the group to solve the issue
4. The member must make an honest attempt. If our support can clearly see the member has thrown together the above at the last minute they reserve the right to deny the refund
Unless stated otherwise on the sales page the above must be completed within 30 days from the date of purchase.
On All 8x Academy Purchases:
Unless otherwise stated on the specific products sales page and order form all of our products, all 8x Academy purchases come with a 24 hour no questions asked refund period. To have your refund qualify for this offer please reach out to our support staff via the intercom widget and request a refund. After 24 hours have passed the programs and services come with an action based 30 day money back guarantee.
The conditions for the action based refund are as follows:
Videos of week 1 through week 3 have been watched and marked as complete.
A stream has been built.
The URL for where the opt in is showing has been submitted.
Leads have been collected and/or imported
A product has been built
A broadcast has been sent to the leads
Unless stated otherwise on the sales page the above must be completed within 30 days from the date of purchase.
On Weight Loss Ritual Standard Account Purchases
All accounts come with a 30 day refund guarantee on the FIRST payment. After 30 days the original payment and all payments after are 100% final and non-refundable. These will not be refunded for any circumstance.
On Weight Loss Ritual Free Trials
On activation, a free trial account sign up member will have 14 days to try the software. The member may cancel future charges during this 14 day period by removing their credit card in the dashboard of the software billing area. After 14 days the user will be bill $99 and billed every 30 days after until canceled. After the 14 day trial period is over ALL payments are non-refundable. This means the initial payment after the 14 days is non-refundable after payment is completed and the membership is activated.
DEFINITIONS. As used in the Agreement, the following defined terms shall apply:
1.1. Affiliate means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.
1.2. Weight Loss Ritual means any name, logo, or mark belonging to Weight Loss Ritual, or its affiliates.
1.3. Customer Content means any files, documents and other information belonging to Customer or users as uploaded to Customer’s Service account for storage and/or sharing with third parties, and is not related to Weight Loss Ritual, servicing or accessing Customer’s account.
1.4. Effective Date means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.
1.5. Order or Services Order means any initial or subsequent ordering document and/or online request for access to the Services submitted to Weight Loss Ritual, a Weight Loss Ritual, authorized reseller and/or through Weight Loss Ritual, product websites.
1.6. Services mean the generally available Weight Loss Ritual, software-as-a-service offerings (“SaaS Services”), as further described in the Service Descriptions. Weight Loss Ritual, may update the Services at any time and all Services set forth in the Service Descriptions may not be available to all Customers. The Services are for professional/business use only.
1.7. Service Descriptions means the overview and other terms applicable to the Services, as amended from time to time, and found at Service Descriptions.
1.8. Updates mean any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Weight Loss Ritual, markets and sells separately.
1.9. Use Level means the model by which Weight Loss Ritual, measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.
2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Weight Loss Ritual, technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Weight Loss Ritual, networks, security systems, user accounts, or Services of Weight Loss Ritual, or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Weight Loss Ritual, policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (x) use the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; (xi) submit to, or store in the Services, any Protected Health Information (“PHI”) unless Customer has complied with Section 5.1 below; or (xii) make any representations with respect to Weight Loss Ritual, or this Agreement (including, without limitation, that Weight Loss Ritual, is a warrantor or co-seller of any of Customer’s products and/or services). Weight Loss Ritual, shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.
2.3. Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the Weight Loss Ritual, Marks or Services or any components provided by Weight Loss Ritual, in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Weight Loss Ritual, or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Weight Loss Ritual, Marks and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
2.4. Weight Loss Ritual, Marks. Unless expressly authorized under the terms of this Agreement, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or corporates in whole or in part any Weight Loss Ritual, Mark, or is otherwise confusingly similar to a Weight Loss Ritual, Mark. In the event of any breach of this provision, Customer agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to Weight Loss Ritual, , luding but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of Weight Loss Ritual’s copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied. For any authorized use of the Weight Loss Ritual, Marks, Customer represents that it has reviewed and will adhere to Weight Loss Ritual, ’s Trademark & Copyright Guidelines, and incorporated herein by reference and as may be periodically updated by Weight Loss Ritual, .
ORDERS, FEES AND PAYMENT.
3.1. Orders. Customer may order Services using the Weight Loss Ritual, then-current ordering processes. All Orders are subject to acceptance by Weight Loss Ritual, in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Weight Loss Ritual, for the purposes of managing Customer’s account.
3.2. Fees and Payment. Customer is responsible for all fees applicable to the Services, including any one-time implementation fees (“Fees”). All Fees are due and payable as set forth on the invoice and, unless otherwise agreed in writing, payments are due thirty (30) days from the invoice date. Customer agrees to notify Weight Loss Ritual, of any fee dispute within fifteen (15) days of the invoice date and Customer agrees to work in good faith to promptly resolve any dispute and pay fees within fifteen (15) days following resolution of the dispute. When applicable, Customer authorizes Weight Loss Ritual, (i) to take steps to determine whether a debit/credit card number provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. Weight Loss Ritual, LLC reserves the right to terminate this Agreement immediately in the event any payment information is found at any time to be inaccurate, complete and/or not current. Weight Loss Ritual, shall not be responsible for any overdraft charges or other fees that may be incurred due to Weight Loss Ritual, use of Customer’s card for payment hereunder. Weight Loss Ritual, will not agree to submit invoices via a customer procurement to pay online portal and/or Electronic Data Interchange (EDI) Portals. Weight Loss Ritual, reserves the right to update the price for Services at any time after the Initial Term. Weight Loss Ritual, will notify Customers of any price changes by publishing on its website, emailing, quoting or invoicing Customer. Price changes will be effective as of the next billing cycle.
3.3. Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms, and shall be coterminous with the Term for existing Services.
3.4. Late Payments. Weight Loss Ritual, reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Weight Loss Ritual, for all reasonable costs and expenses incurred in collecting delinquent amounts.
3.5. Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (if applicable to the Audio Services only) and/or duties) (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Weight Loss Ritual, net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Weight Loss Ritual, for any Taxes paid on Customer’s behalf and indemnify and hold Weight Loss Ritual, harmless against any claim, liability and/or penalties resulting therefrom.
TERM AND TERMINATION.
4.1. Term. These Terms shall apply as long as any Order is in effect. The period that Customer may access and use the Services (“Term”) shall be as specified in the Order and may include an initial period (“Initial Term”) and a renewal period (“Renewal Term”). If no Term is specified in the Order, then the Initial Term shall commence on the Effective Date for a twelve (12) month period, and thereafter shall automatically renew for additional twelve (12) month Renewal Terms on each anniversary thereof, unless either party provides notice of non-renewal thirty (30) days prior to expiration of the then-current term.
4.2. Termination for Convenience. . During any Renewal Term, either party may terminate, at any time with prior written notice and such termination shall be effective at the end of (i) thirty (30) days or (ii) Customer’s current billing cycle, whichever is earlier. Customer must submit written notice of termination to Weight Loss Ritual, at Support@WeightLossRitual.com or otherwise in accordance with the applicable Service Description.
4.3. Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches any of its material obligations under the Agreement and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, or (iii) immediately for a breach by Customer of Section 2 or Section 5.
4.4. Effect of Termination. Upon termination of the Agreement for any reason, Customer will immediately discontinue all access and use of the Services. Weight Loss Ritual, has no obligation to maintain Customer Content following termination and, in any event, will destroy or delete Customer Content within thirty (30) days of Customer request, subject to compliance with Weight Loss Ritual, policies and applicable law. Neither party shall be liable for any damages resulting from termination of the Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date.
4.5. Survival. The provisions of Sections3 (Fees), 4.4 (Effect of Termination), 5 (Customer Content and Customer Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.9 (Notices) shall survive any termination of the Agreement.
CUSTOMER CONTENT AND CUSTOMER ACCOUNTS.
5.1. Customer Content. Customer retains all rights to any and all of its Customer Content and Weight Loss Ritual, shall not own or license any data, content, information or material in such Customer Content. Each party shall apply reasonable technical, organizational and administrative security measures to keep Customer Content protected in accordance with industry standards, and Customer shall retain a current copy of Customer Content outside the Services. Weight Loss Ritual, will not monitor Customer’s or its user’s use of the Services, and Weight Loss Ritual, will not view, access or process any Customer Content, except: (i) for the sole purpose of providing the Services, (ii) as directed or instructed by Customer and its users, and/or (iii) for compliance with Weight Loss Ritual, policies, applicable law, regulation, or governmental request. Customer shall comply with all intellectual property laws related to the Customer Content and legal duties applicable to Customer as a data controller by virtue of the submission or storage of Customer Content within the Services, including providing all information or notices Customer is required by law to provide to users and obtain consent of the users, where required.
5.2. Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all users exit or log off from the Services at the end of each session, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, conference codes, passwords and personal identification numbers used in conjunction with the Services, and (v) all uses of the Services by Customer and its users. Weight Loss Ritual, reserves the right to suspend the Services or terminate the Agreement if Customer misuses or otherwise shares login information among users. Customer will notify Weight Loss Ritual, immediately of any unauthorized use of its account or any other breach of security. Weight Loss Ritual, will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Weight Loss Ritual, and/or another party. Weight Loss Ritual, reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.
COMPLIANCE WITH LAWS. In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in this Agreement, Weight Loss Ritual, shall have the right to immediately terminate this Agreement for noncompliance with applicable laws.
WARRANTIES. Weight Loss Ritual, WARRANTS THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE. Weight Loss Ritual, DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. Weight Loss Ritual, ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT Weight Loss Ritual, SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICE OR TO TERMINATE THE NON-CONFORMING SERVICES AND THIS AGREEMENT OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Weight Loss Ritual, DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS.
8.1. Indemnification by Weight Loss Ritual, Subject to Sections 8.2 and 8.3 below, Weight Loss Ritual, shall indemnify and defend Customer against any third party Infringement Claim brought against Customer, and pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to such Infringement Claim; provided that: (i) Customer promptly notifies Weight Loss Ritual, in writing of an Infringement Claim such that Weight Loss Ritual, is not prejudiced by any delay of such notification; (ii) Weight Loss Ritual, will have sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer will provide reasonable assistance in the defense of same. Weight Loss Ritual, will reimburse Customer for reasonable expenses incurred in providing such assistance. Weight Loss Ritual, shall not enter into any settlement agreement which imposes any obligation on Customer without Customer’s prior written consent. For the purposes of this Agreement, “Infringement Claim” means any claim, suit or proceeding brought against a Customer based on an allegation that the Services, as used by Customer in accordance with this Agreement and the applicable documentation, infringes upon any patent, copyright or violates any trade secret rights of any third party.
8.2. Infringement Cures. If Customer’s use of any of the Services is, or in Weight Loss Ritual, ’s opinion is likely to be, enjoined as a result of an Infringement Claim, Weight Loss Ritual, shall, at its sole option and expense, either (i) procure for Customer the right to continue to use the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality. If options (i) and (ii) above are not reasonably available, Weight Loss Ritual, may, in its sole discretion and upon written notice to Customer, terminate this Agreement, cancel access to the Services and refund to Customer any prepaid, but unused Fees.
8.3. Limitation. Weight Loss Ritual, assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Customer or at its direction; (iii) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Weight Loss Ritual, or involving any marking or branding applied at Customer’s request.
8.4. Exclusive Remedy. THE FOREGOING STATES Weight Loss Ritual, SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.
8.5. Indemnification by Customer – Customer shall indemnify and defend Weight Loss Ritual, against any third party claim brought against Weight Loss Ritual, resulting from a breach of Section 2. or 5.2 or alleging that any Customer Content submitted by Customer infringes upon any patent or copyright, or violates trade secret or privacy rights of any party, and shall pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim; provided that: (i) Weight Loss Ritual, promptly notifies Customer in writing of such a claim such that Customer is not prejudiced by any delay of such notification, (ii) Customer will have sole control over the defense and any settlement of any such claim, and (iii) Weight Loss Ritual, will provide reasonable assistance in the defense of same. Customer will reimburse Weight Loss Ritual, for reasonable expenses incurred in providing such assistance. Weight Loss Ritual, LLC may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Weight Loss Ritual, shall not enter into any settlement agreement or otherwise settle any such claim without Customer’s express prior written consent.
LIMITATION ON LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR IDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (I) LOSS OF DATA, (ii) LOSS OF OME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, LUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (LUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR IDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR (a) A PARTY’S INDEMNIFICATION OBLIGATIONS (b) A BREACH BY CUSTOMER OF SECTIONS 2 OR 5, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE IDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.
10.1. Services Trial. Weight Loss Ritual, may make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless cancelled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, Weight Loss Ritual, provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply. Weight Loss Ritual, reserves the right to modify or discontinue any trials or promotions at any time without notice.
10.2. Beta or Labs Services. Customer acknowledges that Beta or Labs Services are offered “as-is”, without warranty or indemnity of any kind and Customer’s access to and use of the Beta Services is at Customer’s sole risk. The Beta or Labs Services may contain bugs, errors and other defects. To the extent permitted by applicable law, Weight Loss Ritual, disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta or Labs Services. Customer agrees to receive correspondence and updates from Weight Loss Ritual, related to the Beta or Labs Services and acknowledges that opting out from such communications may result in cancellation of Customer’s Beta or Labs Services. Weight Loss Ritual, does not make any representations, promises or guarantees that the Beta or Labs Services will be publicly announced or made generally available. Weight Loss Ritual, has no obligation to provide technical support or continued availability of any particular Beta or Labs Service or feature which can be cancelled at any time by Weight Loss Ritual, in its sole discretion with or without notice to Customer. Customer may be asked to provide feedback regarding Customer’s experience and use (“Feedback”) of the Beta or Labs Service. Customer grants to Weight Loss Ritual, an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any Feedback into any Weight Loss Ritual, product or service (including the Beta or Labs Services) for any purpose. With respect to the Beta or Labs Services, these terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
10.3. Copyright. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Weight Loss Ritual, at Support@WeightLossRitual.com, and provide all of the following information, as required by the Digital Millennium Copyright Act (“DMCA”): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content’s location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and(vii) Customer’s electronic or scanned physical signature. Weight Loss Ritual, reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.
10.5. Suspension of Service. Weight Loss Ritual, may temporarily suspend the Services if Weight Loss Ritual, determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Weight Loss Ritual, will take action to promptly resolve any such security issues. Weight Loss Ritual, agrees to notify Customer of any such suspension and subsequent reactivation of the Services.
10.6. High-Risk Use. Customer acknowledges that the Services are not designed or intended for access and/or use in or during high-risk activities, including but not limited to: medical procedures; on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Customer understands that the Services do not allow and should not be used for calls to emergency services numbers (e.g., in the United States 911, or in the United Kingdom 999 and 112). Weight Loss Ritual, expressly disclaims any express or implied warranty of fitness for such purposes.
10.7. Recordings. Certain Services provide functionality that allows a Customer to record audio and data shared during collaboration sessions. Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using recording functionality. Weight Loss Ritual, expressly disclaims all liability with respect to Customer’s recording of audio and/or shared data while using the Services, and Customer releases and agrees to hold Weight Loss Ritual, harmless from and against any damages or liabilities related to the recording of any audio and/or data.
10.8. Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. This Agreement will bind and inure to the benefit of each party’s successors or assigns.
10.9. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the Weight Loss Ritual, LLC contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. Weight Loss Ritual, may also provide Customer with notice postings on the Weight Loss Ritual, website.
10.10. Entire Agreement; Order of Precedence. .This Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. For any conflict between an executed Order, these Terms and the Service Descriptions, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order. For any conflict between these Terms and any BAA, this Agreement shall control. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify the Agreement or Weight Loss Ritual, program terms. The Terms may be updated by Weight Loss Ritual, from time to time without notice (but will be identified by the last updated date) and may be reviewed at Terms of Service. Customer’s continued access to and use of the Service constitutes acceptance of the then-current Terms.
10.11. General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. Weight Loss Ritual, authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Weight Loss Ritual, . No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by each party. Weight Loss Ritual, failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.
Weight Loss Ritual BETA PERIOD TERMS.
11.1. GRANT OF LICENSE. Weight Loss Ritual, grants Customer a temporary, non-exclusive, nontransferable, revocable Weight Loss Ritual account to use as Pre-Release Software by Customer at Customer’s primary business location solely for the purpose of evaluating and beta testing the Pre-Release Software as requested or directed by Weight Loss Ritual, during the Term (as defined in Section 3, below). For the avoidance of doubt, this Agreement and the license grant in this Section 1 shall have no impact on software separately licensed by Customer from Weight Loss Ritual, pursuant to a separate agreement.
11.2. IDEAS. Participant will test and evaluate the Pre-Release software. Customer shall promptly notify Weight Loss Ritual, of any problems or defects encountered in the Pre-Release Software or ideas for enhancements or changes to the Pre-Release Software (collectively, “Ideas”). By providing such Ideas, whether such Ideas are conceived of or provided to Weight Loss Ritual, during the Term of after, Customer grants to Weight Loss Ritual, a worldwide, royalty-free, irrevocable and exclusive license, with the right to sublicense, to use and disclose the Ideas in any manner Weight Loss Ritual, chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Weight Loss Ritual, ’s and its sublicensee’s products embodying such Ideas in any manner and via any media Weight Loss Ritual, or its sublicensees choose, without reference or obligation of any kind to Customer.
Customer warrants that it will not give Weight Loss Ritual, any Idea: (i) that Customer has reason to believe is subject to any patent, copyright, or other intellectual property claim or right of a third party; or (ii) subject to license terms that seek to require any Weight Loss Ritual, product incorporating or derived from any Idea, or other Weight Loss Ritual, intellectual property, to be licensed to or otherwise shared with any third party.
11.3. TERM. This Agreement is effective from the Effective Beta Date and expires on the earlier of the conclusion of the Beta period specified by Weight Loss Ritual or the date terminated by either Party as permitted herein (“Term”). Weight Loss Ritual, may unilaterally extend the Term by email or written notice to Customer. For the avoidance of doubt, the conclusion of the Term or termination of this Agreement for any reason shall not relieve Customer of its obligations related to Ideas, as provided in Section 2, above.
11.4. TERMINATION. Customer may terminate this Agreement by notifying Weight Loss Ritual, in writing and complying with its obligations hereunder. Weight Loss Ritual, may terminate this Agreement upon email notice to Customer. Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive the termination of this Agreement for any reason or for expiration of the Term.
11.5. OBLIGATIONS UPON TERMINATION. Within one (1) business day following termination of this Agreement for any reason, including the expiration of the Term, Customer shall: (i) cease all usage of the Pre-Release Software; (ii) destroy and erase from computer memory or return to Weight Loss Ritual, the Pre-Release Software and any copies thereof; (iii) return to Weight Loss Ritual, or destroy all Confidential Information (as set forth in Section 7) and copies thereof; (iv) return to Weight Loss Ritual, or destroy all copies of materials relating to the Pre-Release Software, Confidential Information, or Ideas; and (v) provide to Weight Loss Ritual, any Ideas conceived of but not provided to Weight Loss Ritual, . Customer shall, upon request from Weight Loss Ritual, , provide Weight Loss Ritual, with written certification that it has complied with these requirements within three (3) business days of such request.
11.6. LICENSE RESTRICTIONS. The license granted herein by Weight Loss Ritual, to Customer does not grant Customer the right to, and Customer agrees not to: (i) sublicense, transmit, rent, lease, distribute, disclose, or otherwise transfer or permit use of the Pre-Release Software by any third party; (ii) reverse engineer, decompile, or disassemble the Pre-Release Software; (iii) take any action in an attempt to derive the source code or underling ideas, algorithms, structure, or organization of the Pre-Release Software; (iv) make copies of the Pre-Release Software; (v) create any derivative works of the Pre-Release Software; (vi) use the Pre-Release Software in a production environment or for any external or commercial purpose, (vii) use the Pre-Release Software on behalf of any party other than Customer; (viii) export the Pre-Release Software; or (ix) use the Pre-Release Software or Confidential Information in any manner that violates applicable law.
Definition. Weight Loss Ritual, may disclose to Customer certain confidential, proprietary, and trade secret information of Weight Loss Ritual, (“Confidential Information”). Confidential Information includes without limitation, information Customer receives or has received from Weight Loss Ritual, that is related to the Pre-Release Software or the Program, that is designated as confidential by Weight Loss Ritual, , or that, given the nature of the information, should reasonably be assumed to be confidential. Confidential Information also includes without limitation, Ideas, the Pre-Release Software and all copies thereof, as well as computer programs, flowcharts, diagrams, manuals, documentation, development tools, marketing information, financial information, business plans, results of the beta testing, problems identified as a result of the beta testing, and Ideas. Confidential Information does not include those things that Weight Loss Ritual, designates or identifies as not being subject to this Agreement or that are: (i) publicly available other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by Customer without access or reference to the Confidential Information, as demonstrated by written records in Customer’s possession ; or (iv) known to Customer at the time of disclosure without breach of this Agreement, as demonstrated by written records in Customer’s possession.
Protection of Confidential Information.
Customer agrees to use the Confidential Information only during the Term and solely for the purpose of participation in the Program. Customer agrees to take all steps reasonably necessary to maintain and protect the secrecy of the Confidential Information for the benefit of Weight Loss Ritual,
Customer agrees to refrain from disclosing Confidential Information to third parties, including without limitation, consultants, advisors, and contractors, and agrees to only disclose the Confidential Information to its own employees with a need to know the Confidential Information and who are made aware of and agree to the confidentiality obligations provided by this Agreement. Customer acknowledges that unauthorized disclosure of the Confidential Information could diminish the value to Weight Loss Ritual, of proprietary interests that are the subject of this Agreement. If Customer breaches any obligations hereunder, Weight Loss Ritual, may be entitled to seek equitable relief to protect its interests therein, including but not limited to injunctive relief, in addition to any and all other rights and remedies, including monetary damages, available at law or equity. Customer waives any requirement that Weight Loss Ritual, post security in order to seek injunctive relief related to this Agreement.
11.8. RESTRICTION ON DEVELOPMENT.
This Agreement does not entitle Customer to use the Pre-Release Software, Confidential Information, Ideas, Assets, or any technology or intellectual property contained therein, as reference or inspiration for developing or creating a product or service.
Headings and Interpretation. The headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. The Parties acknowledge that they have agreed to this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed consistent with the joint drafting of this Agreement by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
Survival and Severability. If any provision of this Agreement shall be held invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable and most closely approximate the intent and economic effect of the invalid provision, and the validity and enforcement of all other provisions in this Agreement shall not be affected thereby.
Sections 1 through 9 shall survive termination of this Agreement.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between Weight Loss Ritual, and Customer relating to the subject matter hereof, and supersedes all oral or written communications, proposals, representations, negotiations, commitments, understandings, or agreements not specifically incorporated herein.