801.361.8589 [email protected]

TERMS OF SERVICE

TERMS OF PARTICIPATION

Please READ carefully. By purchasing this product, the following Terms and Conditions are entered into by Balance Health and Healing, LLC. (“Company”, “we”, or “us”) and You (“User” or “You”) agree to the following terms stated herein.

MEMBERSHIP/SERVICE

Balance Health and Healing, LLC (herein referred to as “Balance Health and Healing, LLC” or “Company”) agrees to provide Membership, “Summit Eating Recovery” (herein referred to as “Membership”) identified in online commerce shopping cart. As a condition of participating in the Membership, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

As part of the Membership, the Company shall provide the following to Client:

A Password Protected Membership Site Area: The Company shall maintain a Membership Area that will include video, audio and written lessons, templates, worksheets, checklists, slide decks and other training and support information. You shall have access to this Membership Area for as long as the Membership Area exists, unless you or we terminate your subscription. In the event that Company intends to close the Membership Area, it shall provide clients with a 30-day notice and the ability to download the resources contained in the Membership Area, which is what is referred to as “Lifetime Access” in our marketing materials.

Membership Participant Facebook Group: The Company shall create and maintain a closed Facebook group for students of the Membership. This is a community run group, meaning that students are encouraged to help each other. The Company employs a Community Team, who is charged with overseeing the group and ensuring that it runs smoothly.

From time to time, the Company will offer bonuses to individuals who sign up for the Membership. You shall be entitled to any bonuses offered to you at the time of your enrollment. Bonuses are not guaranteed to be available for the entire lifespan of the Membership and they vary depending on specific live and automated promotions throughout the year.

DISCLAIMER

User understands Dr. Melissa Smith and Dr. Anna Packard (herein referred to as “Consultants”), any invited Contributors (herein referred to as “Contributors” and Membership are NOT and will not at any time provide any medical or mental health services including mental health assessment, intervention, or treatment. User should not consider Membership mental health assessment, treatment, or intervention. All components of Membership and all functions of Consultants and Contributors are strictly in an educational role and should not be construed as anything otherwise. User understands Consultants and Contributors have not promised, shall not be obligated to and will not (1) conduct mental health assessment and/or treatment; (2) facilitate mental health assessment and/or treatment; (3) consult with User mental health treatment providers as such.

If a User has a separate relationship(s) with one or more Consultant, Contributor, and/or Balance Health and Healing, LLC separately from User’s participation in Membership, User understands that User’s separate relationship(s) with Consultant(s), Contributor(s), and/or Balance Health and Healing, LLC, shall remain separate and distinct from User’s participation in Membership. If such separate relationships exist between parties, separate agreements exist apart from this agreement delineating the terms of those professional relationships and should be consulted by User. Userunderstands that use of Membership does not establish or constitute a doctor-patient or therapist-client relationship. User understands that a relationship does not exist between the parties after the conclusion of this Membership. If the Parties wish to continue their relationship at the conclusion of the Membership, they shall execute a separate agreement.

FEES

In consideration of Your access to the Membership, you agree to pay the monthly subscription fees listed on the checkout page. You are being offered a low introductory monthly subscription plan of $25 as part of the Summit Beta Group. In exchange for a low monthly rate, you agree to actively participate in all as aspects of the Membership and provide ongoing feedback about the Membership. As a Beta Group participant, you recognize that the Membership is a new service and relies on your active participation and ongoing feedback in order to be successful. In exchange, you will receive expertise, education, and community and an opportunity to shape what is sure to be a vibrant and valuable Membership.

Recurring monthly payments are due and will be charged to your card on the same calendar day each month (if, for example, you sign up on April 12, your card will be charged again on May 12, June 12, and so on).

You agree to continue making a monthly payment until you request a cancellation according to the Cancellation Policy set forth below, or until we terminate your subscription. In the event that any payment is not made by the due date, the Company shall immediately suspend your access to the Membership.

METHODS OF PAYMENT

You give us permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization, for which you will receive an electronic receipt.  You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

Regarding recurring payments and outstanding invoices: If all eligible payment methods we have on file for you are declined for payment of your monthly fees, you must provide a new eligible payment method promptly or your Membership access will be removed.

You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

CANCELLATION POLICY

If you would like to cancel your monthly subscription, you may request to do so at any time. However, please note that in order to avoid being charged for the next month, you must notify the Company of your request to cancel at least 5 business days before your next bill date.  Once We process your cancellation request, you will no longer be charged. Payments for the next billing cycle will not be refunded, so please make sure to cancel at least 5 business days prior to your upcoming billing date.

We do not provide any refunds for monthly subscriptions.

Upon cancellation of your subscription, you will no longer have access to the members-only portal and will be removed from the Facebook Group prior to the last business day of the month in which your membership is active. All assets in the members-only portal are downloadable during the term of your active subscription.

If you have any questions or problems, please let us know by contacting our support team directly. The support desk can be reached at: [email protected]

USERNAME AND PASSWORD

To access certain features of the Membership, you may need a username and password. You agree to keep your username and password confidential. During the registration process for any service or product, you agree to provide true, accurate, current and complete information about yourself. If the Company has reasonable grounds to suspect that you have provided false information, shared your username and password with anyone else, or forwarded any non-public material from the Membership to any other person, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Membership, without refund. Any personally identifiable information you provide as part of the registration process is governed by the terms of the Company’s website Privacy Policy

CONSENT

Use of Membership by Minors. Children under 18 or the age of majority in their jurisdiction of residence (“Minors”) may use Membership but use by such Minors shall only be done with the guidance, supervision, and consent of their parents, guardians, and/or authorized school officials. We rely on parents and guardians to ensure Minors only use Membership if they can understand their rights and responsibilities as stated in the TOS. If you are a parent or guardian and you provide your consent to a Minor’s use of Membership, you agree to be bound by the Minor’s use of Membership and by the TOS.

CONFIDENTIALITY

The Company respects the privacy of its users and will take reasonable steps not to disclose any information you provide except as set forth in this Agreement. As a condition of participating in the Membership, you hereby agree to respect the privacy of other Membership participants and to respect the Company’s confidential information.

Specifically, you shall not share any information provided by other Membership participants outside of the bounds of the Membership unless you receive express written permission from such other participant to share the information.

Any Confidential Information shared by Membership participants or any representative of the Company is confidential, proprietary, and belongs solely and exclusively to the Membership participant who discloses it.

Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the forum or otherwise. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure and misuse. Consultants and Contributors will not, at any time, either directly or indirectly, disclose confidential information to any third party except where required by law.

You agree not to violate the Company’s publicity or privacy rights. Furthermore, you will NOT reveal any information to a third party obtained in connection with this Agreement or Company’s direct or indirect dealings with users including but not limited to: names, email addresses, third-party company titles or positions, phone numbers or addresses.

Similarly, the content of the Membership contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to you in the Membership with anyone other than the Company, its owners and employees, and other Membership participants.

Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material you post on the Company’s website or in any third-party forums operated by the Company may become public.

By posting or submitting any material in the Membership, such as questions, comments, posts, photos, images, videos or other contributions, you are representing to us that you are the owner of all such materials and you are at least 18 years old. You are also granting us, and anyone authorized by us, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting us the right to make it part of our current or future Membership or other content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you. You acknowledge that we have the right but not the obligation to use any contributions from you and that we may elect to cease the use of any such contributions in the Membership at any time for any reason.

We will request your advance permission to use any photographs, videos, and or/audio recordings in which your face is recognizable, or to identify you by full name as the author and individual depicted in any comments, posts, photos, images, videos or other contributions created by you or us, for any purposes, including commercial purposes and advertising in connection with use of any of your content.

NO TRANSFER OF INTELLECTUAL PROPERTY; RESTRICTIONS ON USE OF COMPANY INTELLECTUAL PROPERTY

All content included as part of the Membership, such as text, graphics, logos, images, videos, worksheets, and guides, as well as the compilation thereof, and any software used in the Membership, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Membership are the trademarks of their respective owners.

Your participation in the Membership does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Membership, you agree to observe and abide by all copyright and other intellectual property protections.

You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Membership content and resources. You hereby agree that you will not copy, sell, display, distribute, modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Membership.

The Company content is not for resale. Your participation in the Membership does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your individual use and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein.

You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the Membership will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees.

Your use of any materials found in the Membership other than that expressly authorized in this agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the Membership in the event of your Unauthorized Use, or a minimum of $5,000 if you did not pay fees for the Membership, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.

You agree that any violation or threatened violation of the Intellectual Property Rights terms in this Agreement would cause irreparable injury to Us that may not be adequately compensated by damages, entitling Us to obtain injunctive relief, without bond, in addition to all legal remedies.

USER RESPONSIBILITY

Membership is developed for strictly educational purposes ONLY. You accept and agree that you are 100% responsible for your progress and results from the Membership. Company makes no representations, warranties or guarantees verbally or in writing. You understand that because of the nature of the Membership and extent, the results experienced by each user may significantly vary. You acknowledge the Membership is not a substitute for, nor should it be considered, psychotherapy treatment.

Some information and material discussed in the Membership may be upsetting and you should use discretion in determining the extent to which you interact with the material in the Membership. It is your responsibility to seek professional mental health treatment if needed. Some educational content provided in the Membership may not be suitable for all audiences. Minors should have the guidance, approval and consent of their parents or guardians. User discretion is advised. If you are a parent or legal guardian of someone enrolling in this Membership, review the educational material to ensure you are comfortable with the content being discussed or contact us directly at [email protected]. Company assumes no responsibility for errors or omissions that may appear in any Membership materials.

INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement shall be construe to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide User with access to the Membership, which provides education and information. The information contained in the Membership, including any interactions with the instructors, is not intended as, and shall not be understood or construed as professional advice.

FORCE MAJEURE

The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

SEVERABILITY/WAIVER

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

MISCELLANEOUS

You agree to absolve and do hereby absolve the Company, including Consultants, Contributors, Affiliates, Officers, and/or Employees, of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of use of the Membership and/or any information and resources contained in the Membership. You agree that the Company shall not be liable to you for any type of damage, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Membership.

The information, software, products, and services included or available through the Membership may include inaccuracies or typographical errors. Changes are periodically added to the information in the Membership. The Company and/or its suppliers may make improvements and/or changes in the Membership at any time.

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, research, software, products, services, and related graphics contained in the Membership for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Membership, with the delay or inability to use the Membership or related service, the provision of or failure to provide services, or for any information, research, software, products, services, and related graphics obtained through the Membership, or otherwise arising out of the use of the Membership, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. If you are dissatisfied with the Membership or any portion of it, your sole and exclusive remedy is to discontinue using the Membership.

User understands that Membership, including Consultants, Contributors and Employees, does not at any time provide medical or mental health assessment, treatment, or intervention. You understand that all Membership activities are strictly for educational purposes only. You understand that use of Membership does not establish or constitute a doctor-patient or therapist-client relationship.

NON-DISPARAGEMENT

The Parties agree and accept that the only venue for resolving any dispute shall be in the venue set forth herein below. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither User nor any of User’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives.

ASSIGNMENT

User may not assign this Agreement without expressed written consent of Company.

MODIFICATION

Company may modify terms of this agreement at any time. All modifications shall be posted on the Membership website and it is your responsibility to check the website periodically for changes. Your continued use of or access of Membership following the posting of any changes to these Terms of Services constitutes acceptance of those changes.

TERMINATION

The Company reserves the right, in its sole discretion, to terminate your access to the Membership and the related services or any portion thereof at any time, if You become disruptive to the Company or other Membership participants, if You fail to follow the Membership guidelines, or if You otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees in the event of such termination. The restrictions imposed on you in these Terms with respect to the Membership intellectual property will still apply now and in the future, even after termination by you or the Company.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Membership and related services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

RESOLUTION OF DISPUTES

You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to the Membership. To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only in the state or federal courts that are geographically nearest to Lindon, UT.

ENTIRE AGREEMENT

The failure of Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

Company Terms of Service and any policies or operating rules constitute the entire agreement and understanding between you and the Membership and govern your use of the Membership, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Company (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

These Terms of Service and any separate agreements whereby the Company, including Consultants or Contributors, provide you Services shall be governed by and construed in accordance with the laws of the State of Utah.

April 2020