Terms And Conditions

These Terms and Conditions (this “Agreement”) concern the online marketplace and platform (together with any of its websites, portals, pages, applications, and features, the “Platform”) and all associated services described further below (the “Services”). This Agreement is made and entered into by and between you, and any person, individual, employee, or entity helping you visit, access, register with, or use the Platform or the Services (collectively, “you” or “your”), on the one hand, and Better Body Work, Inc. (together with its subsidiaries and affiliates, “Better Body Work”), on the other hand. You and Better Body Work are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

Please read this Agreement carefully before accessing or using the Platform or the Services because it constitutes a legally binding contract between you and Better Body Work. THIS INCLUDES THE “DISPUTE RESOLUTION” CLAUSE CONTAINED IN THIS AGREEMENT, WHICH PROVIDES FOR BINDING ARBITRATION AND WAIVERS OF JURY TRIALS AND CLASS ACTIONS.

You are automatically accepting and agreeing to the most recent version of this Agreement whenever you visit, access, register with, subscribe to, or use the Platform or the Services; and your continuing visit, access, registration with, subscription to, or use of any of the foregoing reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from visiting, accessing, registering with, subscribing to, or using the Platform or the Services.

Better Body Work may supplement, amend or otherwise modify this Agreement at any time. Such modifications will be posted on this or another page of the Platform, emailed to the email address associated with your User Account (as defined below), or posted to your User Account, as applicable and as Better Body Work deems appropriate in its sole discretion, and such modifications shall be deemed effective as of their stated effective or modification dates. It is your responsibility to carefully review this Agreement and your User Account (as defined below) each time you visit, access, register with, subscribe to, or use the Platform or the Services.

Eligibility. The Platform and the Services are offered only to users eighteen (18) years of age or older, or otherwise the age of majority in each user’s respective jurisdiction, and who have accepted this Agreement. By visiting, accessing, registering with, subscribing to, or using the Platform or the Services, you represent and warrant to Better Body Work that you meet these eligibility requirements. You agree to comply with all applicable laws for visiting, accessing, registering with, subscribing to and using the Platform and the Services, and for purchasing and using any products or services on or through the Platform, and you may only use them for lawful purposes.
Privacy. Better Body Work respects the privacy of others. Better Body Work’s policies concerning the collection and use of your personal information in connection with the Platform are set forth in Better Body Work’s Privacy Policy, which you should carefully review each time you visit, access, register with, subscribe to, or use the Platform or the Services.
Description of Services. The following further describes the Services. Better Body Work reserves the right, but not the obligation, to change or otherwise alter the operation, features, and content of the Services as Better Body Work sees fit in its sole discretion from time to time.

Online Platform. The Services include the provision of the Platform, which allows users to purchase massage, physical therapy, and other fitness and wellness services (as collectively set out on the Platform and updated from time, the “Wellness Services”) from practitioners who have loaded their profile into the Platform (the “Practitioners”). Note that the Practitioners may or may not be licensed and that, depending on his or her licensure status, the Wellness Services to be offered by each such Practitioner may or may not require licensure. The credentialing and licensure status of each Practitioner shall be noted on the Platform. Better Body Work itself does not provide, and is not responsible for the provision of, the Wellness Services offered by the Practitioners on the Platform, and Better Body Work does not provide, and is not responsible for, the location where any Practitioner offers the Wellness Services. Rather, Better Body Work merely provides access to the Platform as an intermediary for users of the Platform and the Practitioners. Better Body Work reserves the right, but not the obligation, to change or otherwise alter the operation, features, and content of the Platform or the Services (but not the content of a particular Practitioner’s Wellness Services) as Better Body Work sees fit in its sole discretion from time to time. You further acknowledge that certain transactions you enter into with any Practitioner, third party, third party vendor, or any other user of the Platform or the Services may be subject to the terms and conditions of the individual service agreement you enter into with such Practitioner, third party, third party vendor, or other user of the Platform or the Services and may, in certain instances, require you to take additional actions or enter into other agreements or comply with other requirements of such Practitioner, third party, third party vendor, or other user of the Platform or the Services.
Relationship. You acknowledge and agree that Better Body Work is merely a provider of the Platform and that Better Body Work does not provide any products or services (including any Wellness Services) of the type offered by any of the users of the Platform (including any Practitioners). Further, in no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Platform, a Party’s visit to, access of, registration with, or use of the Platform or the Services or a Party’s offering, marketing, provision, performance, acceptance, or use of any product or service on, through or in relation to the Platform or the Services (including, without limitation, the Wellness Services) create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between Better Body Work, you or any other user of the Platform or the Services.

User Account.

Registration. As explained further herein, to secure the right to access and use the registration-only or any subscription-only pages or features of the Platform or the Services, as applicable, you must register with and create a personal user account with Better Body Work through the Platform (“User Account”), as well as reaffirm your acceptance of and agreement to this Agreement and those additional terms, conditions and policies referenced herein, as Better Body Work may require from time to time. As part of the registration or subscription process, you may be required to satisfy certain conditions precedent imposed by Better Body Work (including, for example, providing additional information to Better Body Work, and entering into additional agreements with Better Body Work). Unless otherwise permitted by Better Body Work in writing, you may only have one (1) non-transferable User Account.
User Account Activity and Information. You are responsible for all activity that occurs under your User Account and are prohibited from authorizing or allowing any third party to access or use your User Account. Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password). You should also maintain accurate, complete, and up-to-date information in your User Account (including, without limitation, maintaining a valid and current payment method and email address) because your failure to do so may result in your inability to access, use, or receive all or any part of the Platform or the Services and/or Better Body Work’s termination of this Agreement. For the sake of security, you must immediately notify Better Body Work if you suspect that a third party has gained access to or is making any use of your User Account without authorization. For the avoidance of doubt, Better Body Work has the unencumbered right to access and use (and to allow its agents, employees, representatives, contractors, and vendors to access and use) the information in your User Account to facilitate the exercise and performance of Better Body Work’s rights and obligations under this Agreement, the operation of the Platform, the provision and performance of the Services, and/or any other rights, obligations, operations, and services related to the subject matter of this Agreement (including, without limitation, payments and communications).
Indemnification. If you fail to comply with any terms or conditions of Section 4(b) above (whether intentionally or unintentionally), then you accept full responsibility for the consequences thereof (including, without limitation, any unauthorized charges and payments, any unauthorized changes to your User Account information and settings and any unauthorized access or use of your User Account); and you agree to indemnify, release, and hold harmless Better Body Work and Better Body Work’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including costs and reasonable outside attorney fees) incurred by or asserted against any such indemnitees, arising out of or in connection with your failure to comply with such terms or conditions.

Your Devices. Certain portions of the Platform or the Services may be configured for, and Better Body Work may offer the Platform or the Services through, certain computers, tablets, smart phones, or other electronic devices (“Device(s)”), and this Agreement shall apply with equal force and measure to your visit, access, registration with, subscription to, and use of the Platform and/or the Services through such Devices. You are responsible for obtaining and updating the Device, software, operating system, carrier, and network access necessary to properly visit, access, register with, and use the Platform and the Services. Better Body Work does not guarantee that the Platform, the Services, or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier, or network. If you visit, access, register with, subscribe to, or use the Platform or the Services through a particular Device, then you hereby acknowledge and agree that information about your use of the Platform or the Services through that Device or its carrier or network (such as, by way of example only, the identity of your Device, or your Device’s carrier or network) may be communicated to Better Body Work and/or certain third parties (such as, by way of example only, your Device’s carrier or network). All or any part of the voice, message and data fees, rates, charges, and taxes of your Device’s carrier or network, or another third party, may apply to your visit, access, registration with, subscription to, and/or use of the Platform and/or the Services. Better Body Work is not responsible for, and you further accept full responsibility for, all Device carrier and network fees, rates, charges, and taxes which may apply, if any.
Ownership. The Platform, the Services, and all elements and derivatives of the foregoing (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all copyrights, trademarks, trade secrets, and other intellectual properties of the foregoing, are owned, licensed, or permissibly used by Better Body Work. In no event shall you have or retain any rights, titles, or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of Better Body Work’s or its licensors’ respective rights and remedies under applicable law.
Rights, Permissions, and Consents.

License of the Platform. Subject to the terms and conditions of this Agreement, Better Body Work grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and view the various publicly displayed pages of the Platform, and to view the information and content found thereon. If you have a User Account in good standing, then, subject to any associated payment, registration, and subscription obligations imposed by or with the prior consent of Better Body Work, said license shall extend to the registration-only or subscription-only pages or features of the Platform or the Services, as applicable. Your unauthorized use of the Platform or the Services, or any breach by you of this Agreement, automatically terminates this license.
License of the Services. If you have a User Account in good standing, then, subject to the terms and conditions of this Agreement, and any associated payment and registration or subscription obligations as imposed by or with the prior consent of Better Body Work, Better Body Work grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sub-licensable license to access and use the Services made available on or through the registration-only or subscription-only pages and features of the Platform, as applicable, for your personal, non-commercial use only, with such use being limited to the country or other jurisdiction in which you have established your User Account, and with such use being further limited to those geographic areas where Better Body Work offers the applicable Services. For the avoidance of doubt, the foregoing license does not grant you any right to reproduce (other than Better Body Work-permitted downloads, if any), publicly perform, publicly display, publish, distribute, transmit, or create derivatives of the Services or any elements or derivatives thereof (including, without limitation, any content, information, source codes, object codes, data, or documentation found thereon or therein, in whole or in part), and you are prohibited from engaging in any such activities. For the further avoidance of doubt, Better Body Work may, from time to time, conduct certain audit, repair, modification, or testing activities in relation to the Platform and/or the Services for purposes of developing, operating, improving, researching, troubleshooting, repairing, updating, or modifying the foregoing; and Better Body Work reserves the right, but not the obligation, to perform such activities without notice to you, and to exclude you from those activities without notice to you. In the event of the termination of this Agreement, the termination or cancellation of your User Account, or your sale or otherwise transfer to a third party of a Device containing any downloads from the Services, whichever is earlier, you must remove from all of your Devices all downloads from the Services to those Devices upon such termination or cancellation or before the time of such sale or other transfer. Your unauthorized use of the Platform or the Services, or any breach by you of this Agreement, automatically terminates this license.
License of User Materials. All names, trademarks, videos, photographs, product descriptions, information, statements, communications, and any other content that you submit to or publish on, through or in relation to the Platform or the Services, including those which you submit to or publish on any online social media account (e.g., Facebook, Google Plus, Twitter, Instagram) that you own and link or otherwise associate with the Platform or your User Account, if any and as applicable, is hereinafter defined as the “User Materials.” You hereby grant Better Body Work an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual, and universe-wide license for Better Body Work to host, store, reproduce, transmit, distribute, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium, or form, whether now known or hereinafter devised, as Better Body Work sees fit in its sole discretion. For the avoidance of doubt, the foregoing is not intended to conflict with any provision of the Privacy Policy.
Reservation of Rights. Nothing in this Agreement shall restrict or limit Better Body Work’s rights, titles, or interests in or to the Platform, the Services, the User Materials, or any elements or derivatives of the foregoing.
Warnings; Disclaimers. Please note that the User Materials might become the subject of public disclosure. Thus, Better Body Work is not responsible for, and expressly disclaims any liability arising from or in connection with, its use of any User Materials in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the foregoing is not intended to conflict with any provision of the Privacy Policy.

Platform Registration and Related Requirements.

Limited License. Subject to your completion of our online registration process for the Platform and your compliance with the terms of this Agreement, Better Body Work grants you a limited, revocable, non-exclusive, non-sublicenseable, non-transferable license to access and use the Platform and materials related thereto (collectively, the “Platform Materials”) solely in support of your use of the Services covered by this Agreement. Notwithstanding the foregoing, you may use and access the Platform only through APIs documented and communicated by Better Body Work to you. You may not and may not authorize any other party to do any of the following with the Platform or any materials related to the Platform Materials: (i) reverse engineer, decompile, or disassemble the Platform Materials, (ii) modify or create derivative works based, whether in whole or in part, on the Platform Materials, (iii) distribute copies of the Platform Materials, (iv) remove any proprietary notices or labels on the proprietary materials, (v) use any public software in any manner that requires, pursuant to the license applicable to such public software, that any Platform Materials be disclosed, licensed, distributed, or otherwise made available to a third party, (vi) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Platform Materials, (vii) access or use the Platform Materials in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas, or (viii) engage in any activities Better Body Work would otherwise prohibit. In addition, all licenses granted in this Section 8 (or anywhere else in this Agreement) are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
User Account. You must maintain a User Account in good standing at all times during the term of this Agreement.
Termination of Access. Better Body Work may limit, suspend, or terminate your access to the Platform Materials at any time and for any reason upon notice to you. Upon any suspension or termination of your access to the Platform Materials, you will immediately cease use of the Platform Materials and will also immediately destroy all Platform Materials in your possession. In addition, upon the termination of your access to the Platform Materials, all rights and obligations to you under this Section 8 will be extinguished.

Additional Terms Applicable to Practitioners. The terms and conditions of this Section 9 apply specifically to any Practitioners using the Platform and offering Wellness Services.

Licensure Information. You will provide, in the format Better Body Work requires, accurate and complete information concerning any required licenses that you possess as needed to permissibly provide the Wellness Services that you market and offer through the Platform, the location(s) where you will offer the Wellness Services, and you will promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that your User Materials and the Wellness Services that you offer and sell through the Platform (and your provision of the same) will comply with all applicable laws, regulations, and licensing requirements and do not contain any sexually explicit, defamatory, or obscene materials. You may not provide any information for, or otherwise seek to offer, any excluded products (as may be determined and/or published by Better Body Work in its sole discretion from time to time) on the Platform.
Listing of Services; Ratings. Better Body Work will enable you to list and promote your Wellness Services on the Platform, subject to any conditions or restrictions as determined by Better Body Work in its sole discretion. Better Body Work may use mechanisms that rate, or allow other users to rate, your Wellness Services and your performance as a Practitioner, and Better Body Work may make these ratings and feedback publicly available.
Rates. You will determine the rates charged for your Wellness Services that you offer and sell on or through the Platform.
Sale and Fulfillment. You will (a) source, offer, sell, and fulfill your Wellness Services that you sell on or through the Platform and agree that you will be solely responsible for and bear all risk for such activities, (b) retrieve your order information for sales made on or through the Platform at least once each business day, and (c) provide to Better Body Work the information regarding fulfillment and order status, in each case as requested by Better Body Work, and such information may be made publicly available by Better Body Work.
Responsibility for Nonperformance. You are solely responsible for any non-performance, non-delivery, or other act, error, omission, damage, or injury in connection with the fulfillment of your Wellness Services.
Transaction Fees. You acknowledge and agree that certain of your transactions may result in a transaction fee (a “Transaction Fee”) payable from you to Better Body Work. If a user pays for your Wellness Services using credit card as part of a Platform transaction, Transaction Fees will be deducted from amounts otherwise remitted to you for such transaction.
Additional Representations, Warranties, and Covenants. In addition to any other applicable representations, warranties, and covenants by you under this Agreement, you further represent, warrant, and covenant that: (1) all of the descriptions and pricing information regarding your Wellness Services are accurate and contain no false or misleading advertising; (2) you are legally authorized and licensed to provide the Wellness Services you offer to provide on or through the Platform; and (3) none of your activities on or through the Platform (including, without limitation, your sale and advertising of Wellness Services) are illegal under applicable law.
Indemnification. IN ADDITION TO ANY OTHER OBLIGATIONS YOU MAY HAVE UNDER THIS AGREEMENT, YOU HEREBY AGREE TO INDEMNIFY AND HOLD BETTER BODY WORK (AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES) HARMLESS FROM ANY LIABILITY, CLAIMS, LEGAL ACTION, OR ANY OTHER DISPUTES ARISING FROM OR IN ANY WAY CONNECTED TO THE WELLNESS SERVICES YOU PROVIDE AND THAT YOU SELL AND MARKET ON OR THROUGH THE PLATFORM (INCLUDING, WITHOUT LIMITATION, ANY LIABILITY ARISING FROM YOUR LACK OF APPROPRIATE LICENSURE FOR THE WELLNESS SERVICES YOU ARE PROVIDING).

Suspension or Termination of Service; Disclaimer. Better Body Work has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Platform at any time, and without notice or recourse, as Better Body Work deems advisable in its sole discretion. Better Body Work shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspension or termination (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service, or loss of content).
Subscriptions.

Subscription Plans. As further set forth on the Site, to secure the right to access and use the subscription-only pages of the Site and to maintain your User Account in good standing, you must subscribe to Better Body Work for any of the subscription options listed (and as may be updated from time-to-time) on the Site. Accordingly, you understand and acknowledge that, with the exception of any free trial periods, Better Body Work will charge you a recurring subscription fee in exchange for your right to access and use the subscription-only pages of the Site in accordance with this Agreement (the “Subscription Fee(s)”). At the start of each subscription period, Better Body Work will charge the Subscription Fee to your credit card or debit card on file with Better Body Work, as identified in your User Account. These payment transactions will be facilitated through an online payment processing application that is provided by a third-party vendor and is accessible through the Site, and you will receive a receipt through your User Account.
Cancellations; Automatic Renewal. You may cancel your subscription at any time through the cancellation feature of your User Account. If you do not cancel your subscription before the end of the then-existing subscription period, then your subscription will automatically renew for the same amount and duration as your previously-existing subscription and Better Body Work will bill you for, and you must pay for, the subsequent subscription amount. If you cancel your subscription prior to the end of the then-existing subscription period, then your right to access and use the subscription-only pages of the Site may continue through the end of the then-existing subscription period.
Subscription Fee Amounts. The amount of each Subscription Fee will be set by Better Body Work in its sole discretion. Information about Better Body Work’s current Subscription Fee rates is available on the Site. By accepting the terms and conditions of this Agreement, you understand and acknowledge that Better Body Work reserves the right, but not the obligation, to increase the Subscription Fee rates at any time and as Better Body Work sees fit in its sole discretion.
Free Trials and Discounts. Better Body Work reserves the right, but not the obligation, to afford you a promotional free trial period or discounted Subscription Fee amount for accessing and using the subscription-only pages of the Site. Better Body Work will not charge you a Subscription Fee for any such promotional free trial period. However, upon the expiration of any such promotional free trial period or discounted Subscription Fee amount, you must further agree to the terms and conditions of this Agreement and pay the applicable Subscription Fees in order to receive the continued right to access and use the subscription-only pages of the Site.

Payments.

Third-Party Payment Processing Vendor. All credit card, debit card, and other monetary transactions on or through the Platform occur through an online payment processing application that is provided by a third-party vendor that is accessible through the Platform. Better Body Work’s relationship with its third-party payment processing vendor(s), if any, is merely contractual in nature, as it is nothing more than a third-party vendor and is in no way subject to the direction or control of Better Body Work; thus, the relationship between Better Body Work and the third-party payment processing vendor is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, contractors, or the like.
Products and Services. Better Body Work might offer, sell, license or otherwise make available various products or services on, through, or in relation to the Platform (including, without limitation, the Services), some of which might only be made available to you upon completion and submission of an online form or other instructions provided to you by Better Body Work. Better Body Work has the right to refuse you access to the Platform or Better Body Work’s Services if it suspects that you are in any way involved in fraudulent or illegal activity (including, without limitation, the use of stolen credit cards), and may contact your payment method issuer, law enforcement, or others and share information relating to your payments if Better Body Work believes doing so will prevent a violation of the law or financial loss.
Payment Authorization. If you provide Better Body Work with your payment information, then you authorize Better Body Work to do the following as Better Body Work deems necessary, although Better Body Work has no obligation to do so: (a) share your payment information with its third-party payment processing vendor(s), if any; (b) obtain your updated payment information from your payment issuer, Better Body Work’s third-party payment processing vendor(s) and/or applicable third-party providers; and (c) use your payment information to charge payments that accrue under your account(s) with Better Body Work in accordance with this Agreement.
Payment Obligations. You agree that you are responsible for the payment of all amounts that accrue under your account(s) with Better Body Work, the Platform, or in relation to the performance of the Services, if any.
Waiver of Claims; Unauthorized Payments. To the fullest extent permitted by law, you agree to waive all claims against Better Body Work related to any unauthorized payments made on, through, or in relation to your account(s) with Better Body Work, Better Body Work’s third-party payment processing vendor(s), any other third-party providers, and/or any other person or entity, regardless of whether they are authorized or unauthorized.
Accurate Payment Information. You represent and warrant to Better Body Work that any payment information you provide on or through the Platform or in relation to the Services is current, complete, and accurate, and that you will promptly notify Better Body Work if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.
Refunds, Returns and Exchanges. All sales and payments made on, through or regarding the Platform or any Wellness Services offered, sold, or provided to you by a Practitioner on or through the Platform are subject to the refund, return and exchange policies of such Practitioner. All fees for Better Body Work products and services (including, without limitation, the Services), as applicable, are final, irrevocable, and not subject to or eligible for refund, return, or exchange, in whole or in part, unless otherwise agreed to in a separate writing between you and Better Body Work, and subject to your full compliance with the terms and conditions of those exceptions.

Electronic Communications.

Express Consent. YOU HEREBY EXPRESSLY CONSENT TO BETTER BODY WORK SENDING OR OTHERWISE COMMUNICATING WITH YOU FOR ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, FOR ADVERTISING, TELEMARKETING, OR OTHER MARKETING OR PROMOTIONAL PURPOSES, OR FOR SENDING OR NOTIFYING YOU ABOUT SPECIAL OFFERS, UPDATES, NEWSLETTERS OR OTHER INFORMATIONAL PURPOSES) VIA ANY ELECTRONIC MEANS OR FORMS AS BETTER BODY WORK DEEMS APPROPRIATE IN ITS SOLE DISCRETION, WHETHER THROUGH THE SITE, THROUGH YOUR USER ACCOUNT, BY PERSONAL COMMUNICATION, BY E-MAIL, BY AUTOMATIC TELEPHONE DIALING SYSTEM, BY ARTIFICIAL OR PRERECORDED VOICE, BY ONLINE SOCIAL MEDIA, BY TEXT MESSAGE (E.G., SHORT MESSAGE SERVICE A/K/A SMS, AND MULTIMEDIA MESSAGING SERVICE A/K/A MMS) OR BY OTHER ELECTRONIC MEDIA MEANS OR FORMS. BY GIVING SUCH CONSENT, YOU AGREE THAT NO SUCH COMMUNICATION SHALL VIOLATE THE TELEPHONE CONSUMER PROTECTION ACT, THE CAN-SPAM ACT, OR ANY OTHER APPLICABLE LAWS, RULES, OR REGULATIONS. VOICE, MESSAGE, AND DATA FEES, RATES, CHARGES, AND TAXES MAY APPLY TO YOU, AND YOU ARE RESPONSIBLE FOR PAYMENT OF THE SAME. YOU ARE NOT REQUIRED TO GRANT THE FOREGOING CONSENT AS A CONDITION FOR PURCHASE OR LICENSE OF ANY PRODUCTS OR SERVICES OF BETTER BODY WORK.
Email Opt-Out. You may opt-out of receiving any electronic messages from Better Body Work as described in Section 13(a) above at any time by any reasonable means, including, without limitation and by way of example, by sending an e-mail to support@betterbody.work^[a], with a subject line of “Opt-Out of Electronic Communications.” You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Platform, your User Account, Better Body Work’s products or services (including, without limitation, the Services) and/or your ability to receive certain messages and/or notifications from Better Body Work.
Text Message Opt-Out. You may opt-out of receiving any text messages (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) as described in Section 13(a) above at any time by following the opt-out instructions in any such text messages you have received and would like to opt-out of receiving. You may also opt-out of receiving certain text messages by managing your electronic communication preferences through your User Account. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, your User Account, Better Body Work’s products or services (including, without limitation, the Services), and/or your ability to receive certain messages and/or notifications from Better Body Work.

Prohibited Activities. You shall not engage in any of the following activities at any time with respect to the Platform or the Services: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Better Body Work or its licensors with respect to the Platform or the Services); (c) the reproduction of the Platform or the Services or any communications, information, or content found thereon or therein, in whole or in part, or the creation of any derivative works of the foregoing (unless expressly authorized by Better Body Work herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his, her, or its prior written consent; (f) the publication of any machine, computer or randomly generated content; (g) supplying or publishing any information or statement on, through, or in relation to the Platform that is false, misleading, deceptive, or incorrect; (h) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (i) the systematic retrieval or copying of any information or content found on, through, or in relation to the Platform, the Services, or their servers to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (j) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, interfere with, or impermissibly access, in whole or in part, the Platform, the Services, or their servers; (k) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like on, through, or in relation to the Platform, the Services, or their servers; (l) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Platform, the Services, or their servers; (m) any act that gains or attempts to gain unauthorized access to computer systems, networks, information or materials on, through or in relation to the Platform, the Services, or their servers; or (n) any other act that Better Body Work becomes aware of and believes in good faith is improper, illegal or harmful to the Platform, the Services, their servers, or any person, entity, or property.
Links to Other Platforms, Apps, Networks and Servers.

Linked Technologies. The Platform, the Services, and/or any communications sent on, through or as a function thereof may contain links to third-party websites, networks, platforms, servers, and/or applications, and, similarly, third-party websites, networks, platforms, servers, applications, and/or communications may contain links to the Platform and/or the Services (collectively, “Linked Technologies”). The Linked Technologies are not under the control of Better Body Work. The Platform, the Services, and any such communications contain the outgoing links as a convenience to you, if for any purpose.
Disclaimer About Linked Technologies. Better Body Work is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information, and illegal content). Better Body Work does not make, nor has Better Body Work made, any representations or warranties (express, implied or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes, or other items that may be found on or excluded from the Linked Technologies; nor shall the fact that the Platform may link to or from any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items that may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk.

Take Down. Better Body Work reserves the right, but not the obligation, to take down or otherwise exclude from the Platform, without notice or recourse, any communications, names, photographs, information, and/or content made or submitted by you or others on or through the Platform that Better Body Work believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy, or publicity rights of any person or entity; plagiarizing; defamatory; disparaging; embarrassing towards any person or entity; disclosing of confidential, private or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.
Copyright Infringement. Better Body Work respects the copyrights of others and prohibits users from uploading, posting, distributing, or otherwise transmitting any materials on or through the Platform, or from engaging in any activities on or through the Platform, which violate the copyrights of others. It is the policy of Better Body Work to terminate, and Better Body Work reserves the right to terminate without penalty or recourse, in appropriate circumstances, the right of any subscriber and account holder (which may include, without limitation, you) to access, register with, subscribe to and use the Platform who is a repeat copyright infringer. If Better Body Work becomes aware that a user who is not a subscriber or account holder (which may also include, without limitation, you) is a repeat copyright infringer, then it is the policy of Better Body Work to take reasonable steps within its power to terminate, and Better Body Work reserves the right to terminate without penalty or recourse, in appropriate circumstances, the right of that user to access and use the Platform. The following procedures shall apply in the event that you or another person or entity allege that the reproduction, public performance, public display, digital transmission or other use of a work found on the Platform infringes your copyright, the copyright of said person or entity or any other intellectual property right owned by you or said person or entity. These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By visiting, accessing, registering with, subscribing to or using the Platform or the Services, you are automatically agreeing to comply with the following procedures.

Takedown Notice (Materials). To report any materials on the Platform that violate the copyrights of others, you must send Better Body Work a written communication that includes substantially the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Takedown Notice (Information Location Tools). To report any information location tools (e.g., hyperlinks) on the Platform that refer or link users to an online location containing infringing material or infringing activity, you must send Better Body Work a written communication that includes substantially the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the reference or link to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notice. If you believe that any material you have uploaded, posted, distributed, or otherwise transmitted on the Platform has been removed by mistake or misidentification, and if you have the right to upload, post, distribute, or otherwise transmit the material at issue, then you may send Better Body Work a written communication that includes substantially the following:

A physical or electronic signature of the subscriber;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

User Representations, Warranties, and Covenants. You represent, warrant and covenant to Better Body Work that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement and to bind the person or entity you are duly authorized to represent to the same; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state, or local laws which may concern the Platform, the Platform’s servers, the Services, or any information, communications or content found on or through them; (g) you are the exclusive owner of all rights, titles, and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity, and rights of privacy), and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass, or disclose confidential, private, or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is profane, indecent, obscene, threatening, abusive, illegal, false, misleading, or any form of spam, malware, virus, bug, bot, spyware, or other malicious or tracking technology; (l) Better Body Work is not required to seek the permission of or compensate any third party to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Better Body Work in connection with your access or use of the Platform and the Services is truthful and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties and are otherwise not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.
Disclaimers and Limitations.

General Disclaimer. Your visit, access, registration with, subscription to, or use of the Platform and/or any products or services made available to you on, through or in relation to the Platform (including, without limitation, the Services) in any way is done at your own risk. The Platform, those products and services (including, without limitation, the Services), the success or performance of the Platform or those products and services (including, without limitation, the Services), and all information, communications, content, and features offered, marketed, sold, provided, licensed, or made available on, through, or in relation to the Platform or those products and services (including, without limitation, the Services) are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis. Better Body Work does not make, nor has Better Body Work made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written, or express or implied) to you with respect to the Platform, those products and services (including, without limitation, the Services), any such information, communications, content and features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety. Better Body Work expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, performance, functionality, quality, completeness, accuracy, reliability, and safety) and warranties arising from conduct, course of dealing, custom, and usage in trade with respect to the Platform, those products and services, any such information, communications, content, or features and their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, and safety. Better Body Work does not make, nor has Better Body Work made, any affirmation of fact, promise, or warranty (express, implied, or otherwise) relating to the Platform, the Services, any such information, communications, content, or features or their success, performance, functionality, quality, completeness, accuracy, reliability, marketability, or safety that extends beyond the face of this Agreement or that has become any basis of any bargain.
Disclaimer About Services. All descriptions, images, references, features, content, specifications, products, and prices of any products or services offered on, through or in relation to the Platform (including, without limitation, the Services) are subject to change at any time and without notice to you. The inclusion of any products or services on, through or in relation to the Platform (including, without limitation, the Services) does not imply or warrant that they are or will be available. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any product or service ordered or purchased on, through, or in relation to the Platform (including, without limitation, the Services). Better Body Work reserves the right, with or without prior notice to you, to do any one or more of the following: (i) limit the available quantity of or discontinue any such product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar you from making or completing any transaction on, through, or in relation to the Platform or the Services; and (iv) refuse to provide you with any such product or service (including, without limitation, the Platform and the Services).
Disclaimer About System Delays. You understand and acknowledge that the Platform and/or the Services may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Better Body Work’s control. Accordingly, Better Body Work shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities, or damages associated with the Platform and/or the Services that result from any system delays, downtimes, interruptions, or other failures of or problems with the Platform and/or the Services that are outside of Better Body Work’s control (including, without limitation, scheduled maintenance or network failure).
Disclaimer About Certain Information, Communications and Content. Any opinions, advice, reviews, statements, offers, or other information, communications, or content found on, through, or in relation to Better Body Work, the Platform, the Services, or any third-party providers (including, without limitation, online forums, other websites, advertisements, and social media pages) are those of their respective authors, and not necessarily those of Better Body Work; thus, they should not necessarily be relied upon. Such authors are solely responsible for the accuracy of such information, communications, or content. Better Body Work does not guarantee, adopt or endorse the accuracy, completeness, reliability, or usefulness of any such information, communications or content, even if Better Body Work is the author. Better Body Work is not responsible for the accuracy, completeness, reliability, or usefulness of any such information, communications, or content. Under no circumstances shall Better Body Work be liable to you or any third parties for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications, or content.
Disclaimer About User Activities. You acknowledge that any and all User Materials are created and provided by users and other third parties over whom Better Body Work does not have control. Better Body Work does not screen or censor any User Accounts, Wellness Service listings, or other user statements, activities, or information (collectively, “User Postings”) on, through, or in relation to the Platform or the Services. As previously stated, Better Body Work merely provides access to the Platform for users and Practitioners. Therefore, Better Body Work is not involved in or responsible for, and does not control, the statements, requirements, quality, safety, or legality of any User Postings, and Better Body Work makes no representations or warranties of any kind or nature about any user or Practitioner. Better Body Work does not have any obligation to screen any User Posting or to include any User Postings in its search results or other listings, and Better Body Work may exclude or remove any User Posting from the Platform for any or no reason. Better Body Work cannot confirm the accuracy or completeness of any User Posting submitted by any user or Practitioner (including, without limitation, the identity of any such user or Practitioner), and Better Body Work assumes no responsibility for, and disclaims any and all liability in relation to, the content, accuracy, completeness, legality, reliability, or availability of any User Posting (including, without limitation, any communications sent to you by any user or Practitioner). Notwithstanding the foregoing, Better Body Work may conduct automated searches of User Postings to help users sort through and organize the same.
Disclaimer About Wellness Services. You understand and acknowledge that Better Body Work is not responsible for and will not be liable for any defects, bodily harm, property damage, or personal or other injury arising from or in any way connected with any Wellness Services offered on and/or sold on or through the Platform.
Limitation of Liability. In no event shall Better Body Work or any of Better Body Work’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive, or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs or repair costs) caused by or arising from or in connection with: (i) your visit, access, registration with, subscription to, or use of the Platform or the Services, or your inability to visit, access, register with, subscribe to, or use the Platform or the Services; (ii) any products or services made available on, through, or in relation to the Platform (including, without limitation, the Services), and any Wellness Services offered or sold by any Practitioner on or through the Platform; (iii) any statements, content, or conduct of any third party on, through, or in relation to the Platform or any Product or service offered and/or sold on or through the Platform (including, without limitation, the Services) or any Wellness Services offered and/or sold on or through the Platform; (iv) any unauthorized access to or alteration of your personal information; (v) any hacking, denial of service attacks, data security breaches, or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), network(s), or User Account; (vi) any transmission, download, or infection of any software, system, program, file, process, device, application, or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), network(s), or User Account; (vii) the fact that you have relied on any information, content, or communications published on, through, or in relation to the Platform or any such products or services (including, without limitation, the Services); or (viii) any acts, errors, or omissions of any users or Practitioners. If you are dissatisfied with the Platform or any products offered, sold, licensed or made available on, through or in relation to the Platform (including, without limitation, the Services), then your sole and exclusive remedy is to discontinue your access and use of the Platform and such products (including, without limitation, the Services).
No Injunctive Relief. If Better Body Work breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Platform and/or any products or services made available on, through or in relation to the Platform (including, without limitation, the Services) as a result of such breach or other violation. For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).
Limitation of Remedies. If Better Body Work breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative, or punitive damages arising out of or in relation to such breach or other violation, even if Better Body Work has been notified of the possibility of such damages; and in no event shall Better Body Work’s liability under this Agreement exceed the amount of fees, if any, that you have actually paid directly to Better Body Work under this Agreement within the three (3) month period immediately preceding the date of such breach, if any, or other violation of this Agreement.
Consumer Protections. The disclaimers and limitations set forth in this Section 19 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

General Release of Claims. You hereby release and hold harmless Better Body Work and Better Body Work’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, unpaid benefits, unpaid wages, overtime, discrimination, personal injury, property damage, negligence, and/or any other legal theory arising from or in connection with the Platform, the products and services made available on, through or in relation to the Platform (including, without limitation, the Services), and/or the rights and privileges granted or conveyed by you under this Agreement (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing). Further, you waive your right to, and in no event shall you seek to, enjoin Better Body Work, any of Better Body Work’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees or any exercise of the rights or privileges granted or conveyed by you under this Agreement (including, without limitation, the User Materials).

You also hereby waive any rights you may have under Section 1542 of the California Civil Code and any other statute or common law principle of similar effect, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Indemnification. You hereby agree to indemnify, release, and hold harmless Better Body Work and Better Body Work’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Platform or any products or services made available on, through, or in relation to the Platform (including, without limitation, the Services) in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.
Term; Termination; Survival. This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement. Better Body Work may terminate this Agreement for non-payment of Services or if Better Body Work believes or determines (in its sole discretion) that you have violated or acted inconsistently with any term or condition of this Agreement. You may terminate this Agreement at any time and for any or no reason by cancelling your User Account; however, you are not entitled to any refund of any amount previously paid to Better Body Work. If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Better Body Work, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement that were granted to and/or accrued in favor of Better Body Work and/or any of Better Body Work’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments that accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under this Agreement.
Governing Law. ^[b]This Agreement, the additional terms, conditions and policies referenced herein (including the Better Body Work Privacy Policy), your visit, access, registration with, subscription to, or use of the Platform or the Services, any transactions made on, through, or in relation to the Platform, any products or services purchased on, through, or in relation to the Platform (including, without limitation, the Services), the Parties’ relationship and all disputes, controversies, and claims arising from or in connection with any of the foregoing (whether grounded in contract, tort, statute, law, or equity) shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Delaware in the United States of America (notwithstanding the venue of forum of any litigation or arbitration in the State of Texas) and applicable federal law of the United States of America, regardless of its place of execution, its place of performance, and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever to this Agreement and the subject matter hereof.
Dispute Resolution.

Binding Arbitration; Waiver. Each Party hereby irrevocably submits all disputes, controversies, and claims arising from or concerning this Agreement, any additional terms, conditions, or policies referenced in this Agreement (including the Better Body Work Privacy Policy), your visit, access, registration with, subscription to, or use of the Platform or the Services, any transactions made on, through, or in relation to the Platform, any products or services purchased on, through or in relation to the Platform (including, without limitation, the Services) and/or the Parties’ relationship (whether grounded in contract, tort, statute, law, or equity) (collectively, the “Dispute(s)”) to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes. The arbitration shall be binding, final, and confidential. Each Party acknowledges and agrees that he/she/it is waiving the right to a trial by jury or to participate as the member of a class in any purported class action proceeding.
Arbitration Rules. The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler. If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure, and the Federal Rules of Evidence, and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence. The construction, interpretation, and enforcement of this Section 24 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
Arbitration Process, Location, and Procedures. The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in Austin, Texas, United States of America. The arbitration shall be conducted in the English language. The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration. All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator. The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Agreement and shall be bound by applicable law.
Arbitration Decisions and Awards. The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and, in any event, not more than forty-five (45) calendar days after the close of evidence and briefing. The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for his/her decision. The arbitrator shall have no authority to award punitive, exemplary, or consequential damages, unless such an award is authorized by applicable law. The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under this Agreement or applicable law. Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 24. Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of Texas, United States of America, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction. Any decision, judgment, ruling, finding, award, or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award, or other determination of the arbitrator shall be filed under seal.
Arbitration Fees and Expenses. JAMS’s administrative and filing fees, the arbitrator’s fees and expenses and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, that the prevailing party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under this Agreement or applicable law.
Litigation; Waiver. In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of Travis County, Texas, United States of America and the United States federal courts in the Western District of Texas, Austin Division, for the litigation of said Dispute, and covenant and agree that neither of the foregoing is an inconvenient venue or forum.
Waiver of Jury Trial and Class Action. Regardless of whether a particular Dispute is subject to arbitration or litigation, and to the fullest extent permitted by law, each Party does hereby waive his/her/its right to a trial by jury, to participate as the member of a class in any purported class action or other proceeding or to name unnamed members in any purported class action or other proceedings.

Non-exclusivity of Rights. Any rights granted to you by Better Body Work under this Agreement are non-exclusive, and Better Body Work reserves the right (a) to develop or have developed for Better Body Work products, services, concepts, systems, or techniques that are similar to or compete with any of the products, services, concepts, systems, or techniques that you may develop or use in connection with the Platform Materials and (b) to hire, appoint, or assist third party developers or systems integrators who may offer products, services, concepts, systems, or techniques similar to or competitive with yours.
Notice. Unless otherwise expressly stated in this Agreement, Better Body Work may give or deliver all other notices to you by means of a general notice posted on this or another page of the Platform, as applicable, by email to the email address associated with your User Account or by posting to your User Account, and shall be deemed effective as of their stated effective dates.
Relationship; Controversy Among Users. In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Platform, the Services or a Party’s visit to, access of, registration with, subscription to, or use of the Platform and/or the Services create any type of fiduciary, franchise, agency, employment, independent contractor, partnership, or joint venture relationship between you or Better Body Work. Because Better Body Work is not involved in transactions between users and Practitioners or other users of the Platform and the Services, if a controversy arises between you and another user of the Platform and the Services (including any Practitioner), you release Better Body Work (and its agents, employees, and representatives) from claims, demands, and damages (both actual and consequential) of every kind and nature (whether known or unknown, suspected or unsuspected, or disclosed or undisclosed) arising out of or in any way connected with such controversy. Better Body Work will not act as your or any other user’s agent in connection with resolving any such controversies.
Confidentiality. During the course of your use of the Platform or the Services, you may receive information relating to Better Body Work or to the Platform or the Services, including information that is not known to the general public (“Confidential Information”). To the extent permitted by applicable law, you agree that (a) all Confidential Information will remain Better Body Work’s exclusive property, (b) you will use Confidential Information only as is reasonably necessary for your participation in the Platform or the Services, (c) you will not otherwise disclose Confidential Information to any other person or entity, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Except as permitted by applicable law, you may not issue any press release or make any public statement related to the Platform or the Services or use Better Body Work’s name, trademarks, or logo in any way (including promotional material) without Better Body Work’s advance written permission, or misrepresent or embellish the relationship between you and Better Body Work in any way.
Tax Matters. As between the users of the Platform and the Services, you will be responsible for the collection, reporting, and payment of any and all of your Taxes (as defined below). All fees or payments payable by you to Better Body Work under this Agreement are exclusive of any applicable Taxes, deductions, or withholdings, and you will be responsible for paying Better Body Work for any of your Taxes that are imposed on such fees and any deduction or withholding required on any payment. For the purposes of this Agreement, “Taxes” means, as applicable, any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any advertisement, offer, or sale of Wellness Services on, through, or in connection with the Platform.
Miscellaneous.

Electronic Signatures. If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement. However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement as relating to your acceptance and agreement to this Agreement alone suffices.
Excused Performance. Better Body Work is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.
Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Better Body Work’s prior written consent in each instance.
Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.
Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms, or conditions of this Agreement.
Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by the arbitrator or (if applicable) a court of law with binding authority, then the remaining terms and conditions shall not be affected, and said arbitrator or court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.
Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including the Better Body Work Privacy Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter, and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.
Conflicts. Notwithstanding anything to the contrary herein, in the event there is a conflict between a provision of this Agreement and a written provision contained in a service agreement or other written agreement entered into by and between you and Better Body Work (including, without limitation, a Buyer Services Agreement), then the written provision contained in such service agreement or other written agreement shall govern over the conflicting provision in this Agreement.

Contact Us. Please direct any questions you may have about the Platform, the Services, or this Agreement to support@betterbody.work, with a subject line of “Website Question.” The foregoing contact information may change from time to time by supplementation, amendment, or modification of this Agreement.
Last Modified. This Agreement was last modified on Friday, March 5, 2021.

[a]Email

[b]JW Comment: We’ve changed the applicable law to Delaware (which is well-developed and favorable for businesses), but left the forum for arbitration or litigation to Texas so that we could handle. This means that a Texas court would be applying Delaware law, which is not uncommon given the preeminence of Delaware law in the corporate world.

Terms And Conditions

Description of Services. The following further describes the Services. Better Body Work reserves the right, but not the obligation, to change or otherwise alter the operation, features, and content of the Services as Better Body Work sees fit in its sole discretion from time to time.

User Account.

Rights, Permissions, and Consents.

Reservation of Rights. Nothing in this Agreement shall restrict or limit Better Body Work’s rights, titles, or interests in or to the Platform, the Services, the User Materials, or any elements or derivatives of the foregoing.

Platform Registration and Related Requirements.

User Account. You must maintain a User Account in good standing at all times during the term of this Agreement.

Additional Terms Applicable to Practitioners. The terms and conditions of this Section 9 apply specifically to any Practitioners using the Platform and offering Wellness Services.

Rates. You will determine the rates charged for your Wellness Services that you offer and sell on or through the Platform.

Responsibility for Nonperformance. You are solely responsible for any non-performance, non-delivery, or other act, error, omission, damage, or injury in connection with the fulfillment of your Wellness Services.

Subscriptions.

Payments.

Payment Obligations. You agree that you are responsible for the payment of all amounts that accrue under your account(s) with Better Body Work, the Platform, or in relation to the performance of the Services, if any.

Electronic Communications.

Links to Other Platforms, Apps, Networks and Servers.

Takedown Notice (Materials). To report any materials on the Platform that violate the copyrights of others, you must send Better Body Work a written communication that includes substantially the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the reference or link to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link;

Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

A physical or electronic signature of the subscriber;

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

Disclaimers and Limitations.

Consumer Protections. The disclaimers and limitations set forth in this Section 19 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

Dispute Resolution.

Miscellaneous.

Excused Performance. Better Body Work is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Better Body Work’s prior written consent in each instance.

Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.

Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms, or conditions of this Agreement.

Last Modified. This Agreement was last modified on Friday, March 5, 2021.