Terms and Conditions - Life Force App

End User License Agreement

This End User License Agreement (this “Agreement”) is by and between Life Force Wellness, LLC, a Pennsylvania limited liability company as licensor (“Licensor”) and the individual who accept(s) this Agreement by physical or electronic signature, or by a click-through acceptance (“Licensee”). This Agreement is effective as of the earlier of the date set forth on the signature page hereto or the date on which this Agreement is accepted through completion of an Order Form (hereinafter defined) or application purchase, as applicable (such date, the “Effective Date”).

This Agreement applies to all contents of the application owned and developed by the Licensor (the “App”) licensed from or any Service provided therethrough by the Licensor, including any pre-release or beta versions of the App, any App updates, any support services or professional wellness services performed by the Licensor, any demonstration or trial versions of the App, and the documentation related to the App (the “Services”). If Licensee is bound to more than one agreement with the Licensor with respect to the App or the Services, and if those agreements’ terms vary, then the order of precedence of those agreements is as follows: an agreement executed by Licensor and Licensee that expressly supersedes all other agreements, an electronic version of an agreement accepted pursuant to an Order Form or application purchase, and any other electronic agreement provided with the App.

1 Definitions. The terms in this section shall have the meanings described below, and other terms may be defined within the context of this Agreement.

1.1 “Confidential Information” means information that is designated in writing as “confidential” at the time of disclosure, or which constitutes the trade secrets or intellectual property of a party under the governing law of this Agreement. Confidential Information also includes the content of the App, the pricing structure for the App and Services provided to the Licensee through or pursuant to the App, and any other proprietary information owned by the Licensor and which is provided or disclosed to Licensee at any time. Notwithstanding the foregoing, Confidential Information does not include information that the receiving party can demonstrate: (a) is in the public domain or is generally publicly known through no improper action by the receiving party; (b) was rightfully in the receiving party’s possession or known by it prior to receipt from the disclosing party; (c) is rightfully disclosed without restriction to the receiving party by a third party without violation of any confidentiality covenant by such third party; or (d) is independently developed by the receiving party without use of the Confidential Information of the disclosing party.

1.2 “Licensee’s Data” means any and all of Licensee’s data, information, and materials that are uploaded by or on behalf of Licensee or that are accessed by the Licensor in connection with Licensee’s use of the App.

1.3 “Documentation” means any documentation distributed by Licensor or its authorized resellers or distributors pertaining to the App, including without limitation any accompanying or online user guides, technical information relating to the App, user documentation, and any other content of the App in effect on the Effective Date, in each case, as may be updated or amended by or on behalf of Licensor from time to time. Documentation also includes any applicable Order Form, fitness assessment, or user or Licensee questionnaire and responses.

1.4 “Fees” means the subscription and other fees set forth in this Agreement or any order form or download for the purchase of App licenses, Hardware, or Services.

1.5 “Order Form” means any Licensor form detailing an order which is incorporated into and becomes a part of this Agreement. Depending on the App offerings selected, the Order Form may be completed online, as an in App purchase, or may take the form of a written order form, invoice, quote, App store purchase, billing statement, or other application purchase. In the event of any discrepancy between this Agreement and an Order Form, this Agreement shall govern.

1.6 “Professional Services” means wellness and other services requested by Licensee with respect to the App or the Services.

1.7 “Term” has the meaning set forth in Section 12.1.

1.8 “Third Party Materials” means App, interfaces, and content, licensed by Licensor from third parties and which are incorporated into and/or distributed as part of the App.

2 Grant of Limited License (the “License”). Subject to the terms of this Agreement, including any restrictions set forth in the applicable Order Form and the payment of Fees in accordance with the applicable Order From, Licensor grants Licensee during the Term, a non-sublicensable, nonexclusive, revocable, nontransferable right to use the App as provided by Licensor or the Service as made available by Licensor, as specified on the applicable Order Form. Such use shall be limited to authorized Licensees, and shall be used for Licensee’s personal purposes only. Licensee hereby agrees that the App will be used solely by the Licensee and not by any other person or for any other purpose by any unauthorized third party and, if required by Licensor from time to time in Licensor’s sole discretion, each Licensee shall accept updated terms of an end user license agreement for the App.

Licensee shall not copy or distribute the App, the Documentation, or any other written materials accompanying the App. Licensee will be responsible for ensuring that any and all use of the App is permitted by this Agreement. The App licensed or the Service provided hereunder is licensed or provided, as applicable, solely for use in connection with Licensee’s personal use and may not be used for any other purpose, and any and all such uses shall be subject to all of the terms and conditions of this Agreement applicable to Licensee.

3 Restrictions. Licenses for the App are individual. Licensee will not allow any other user or other third party, including Licensee’s immediate family, to use the App without a paid, individual license. Licensee will not create derivative works based on the App. Licensee will not provide, sell, give, rent, lease, lend, loan, distribute, transfer, or otherwise allow others to use the App for the benefit of any third party. Licensee will not use the App, or allow the transfer, transmission, export, or re-export of the App or portion thereof, in violation of any U.S. or any other applicable export control laws or regulations. Licensee will not use or copy the App except as expressly permitted in Section 2. All the limitations and restrictions on App in this Agreement also apply to documentation related to the App.

4 Usage Limits. Licensee’s usage of the App is subject to usage limits, including, for example, the quantities specified in the Order Form. Unless otherwise specified, (a) a quantity in an Order Form may refer to sets, users, devices, storage or other metrics as applicable to the App or Service, and such usage of the App or Service may not exceed the applicable usage metric, (b) a Licensee’s password may not be shared with any other user or person, or used simultaneously with multiple instances of the App, and (c) a user identification may not be reassigned to a new individual replacing one who no longer requires use of the App or Service. If Licensee exceeds a contractual usage limit, Licensee will execute an Order Form for additional quantities of the applicable App promptly upon Licensor’s request, and/or pay any invoice for excess usage in accordance with the payment terms and pricing set forth in this Agreement and any Order Form.

5 Responsibilities. Licensee will (a) be responsible for Licensee’s compliance with this Agreement, (b) be responsible for the accuracy, quality, and legality of Customer Data (c) use commercially reasonable efforts to prevent unauthorized access to or use of the App and Services and notify Licensor promptly of any such unauthorized access or use, (d) use the App only in accordance with its documentation and applicable laws and government regulations, and (e) comply with terms of service of Licensor as published from time to time on Licensor’s website(s) or within the App, which are hereby incorporated into this Agreement by reference.

6 Third Party Materials. Some Third Party Materials may be subject to other terms and conditions, which may be found in the App or App documentation. If Licensee does not agree to such terms, Licensee agrees not to use the App or any Third Party Materials.

7 Support and Maintenance. While the license for the App remains effective and the applicable fees have been paid in accordance with this Agreement, Licensor or any of its affiliates will use commercially reasonable efforts to provide the Licensee with the support and maintenance services for the App or the Service as described in Licensor’s then-current support and maintenance program (“Support Services”). Licensor may elect to change the fees for and the terms of its Support Services or terminate Support Services for the App or the App itself.

8 Proprietary Rights. The App is licensed, not sold, to Licensee. Similarly, the services are provided on a subscription basis only, and are not sold to Licensee. Licensor and its affiliates, suppliers, and licensors own and retain all right, title, and interest in and to: (a) the App, service, and documentation (including all copies, components thereof and all upgrades, modifications, enhancements and derivative works thereof); and (b) all copyrights, patent rights, trade secret rights, trademarks, and other intellectual property and other proprietary rights embodied in or relating to the App, Service, or Documentation. Licensee acknowledges and agrees that it shall have no rights with respect to any of the foregoing other than the limited rights expressly set forth in this Agreement. Licensor expressly reserves all rights in the App, service and documentation not specifically granted to Licensee. It is acknowledged that all right, title, and interest in and to the App, service, and documentation will remain vested exclusively with Licensor.

9 Hardware. Risk of loss or damage to any hardware through installation of the App rests with the Licensee, and the Licensee specifically accepts such risk by downloading, updating, accessing, and/or using the App.

10 Fees and Payment.

10.1 Payment Terms. Licensee shall pay to Licensor the Fees due for the App in accordance with terms of this Agreement and any applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) fees are based on App licensed and services purchased and not actual usage, (b) all payment obligations under this Agreement are non-cancelable and non-refundable, and (c) quantities purchased cannot be decreased during the relevant subscription term. Any payments more than thirty (30) days overdue will bear a late payment fee of 2.0% per month, or, if lower, the maximum rate allowed by law. All amounts payable by Licensee are exclusive of any taxes, fees, duties, shipping, or other charges, however designated, now or hereafter levied. Licensee will be responsible for all taxes (other than Licensor income taxes), fees, duties, shipping or other such charges under this Agreement. Licensee agrees to be responsible for payment for all activity by third parties who access or use the App through Licensee’s account regardless of whether such activity was authorized by Licensee or not. Licensee is responsible for all incidental charges related to using the App such as charges for Internet access, third party App licenses, text messaging, or other data transmission.

10.2 Payment method; Credit Card Authorization. Until all amounts due have been paid in full, Licensee agrees to keep its payment information current at all times and authorizes Licensor to charge such payment method (including but not limited to credit card, debit card, wire transfer and/or automated clearing house) provided by Licensee, all amounts due under this Agreement, including without limitation, usage beyond the amount specified in the applicable Order Form. All prices are given and must be paid in the currency listed on the applicable Order Form.

11 Term; Termination; Suspension.

11.1 Term. The Licensee will be bound for the entire Term of this Agreement. “Term” is defined as the period of time beginning on the Effective Date and ending on the date set forth in the Order Form or at the time of subscription. Except as otherwise specified in an Order Form or at the time of subscription, at the end of any Term, subscriptions will automatically renew for additional Terms equal to the expiring Term length, unless either party gives the other party notice of non-renewal at least thirty (30) days before the end of the relevant Term. Except as otherwise specified in an Order Form, pricing during any automatic renewal Term will be the same as that during the immediately preceding Term plus an increase not to exceed five percent (5%) plus any increase in the Consumer Price Index published by the U.S. Bureau of Labor Statistics during the immediately prior year, in Licensor’s sole discretion.

11.2 Termination; Suspension. This Agreement and all rights and licenses granted hereunder will automatically terminate upon the earlier of (a) the date that is thirty (30) days following the Licensor’s receipt cancellation. In the event of any material breach of this Agreement by Licensee, access to the App will be immediately terminated. Furthermore, and without derogating from any rights or remedies of Licensor, Licensor shall be entitled to suspend any service and the use of the App by Licensee should Licensee breach any term of this Agreement, including without limitation failing to pay any amounts due in a timely manner, or if continued provision of services poses a risk to Licensor in its sole discretion. Upon termination of this Agreement, or if the license ceases to be effective, Licensee shall immediately cease all use of all App and immediately pay all amounts due to Licensor hereunder. Termination is not an exclusive remedy and all other remedies available under applicable law or in equity will be available to Licensor whether or not termination occurs.

12 Limited Warranty and Disclaimer. Licensor warrants to Licensee for a period of thirty (30) days from Licensee’s first use of the App (the “Warranty Period”) that the App will operate substantially pursuant to the Documentation for the App. This warranty covers only problems reported to Licensor in writing during the Warranty Period, and which are capable of being observed or reproduced by Licensor. APP OR ANY PART THEREOF WHICH HAS BEEN SUBJECT TO ABUSE, MISUSE, ACCIDENT, ALTERATION, MODIFICATION, NEGLECT, OR UNAUTHORIZED USE OR INSTALLATION IS NOT COVERED BY THIS WARRANTY. ANY LIABILITY OF LICENSOR UNDER THIS WARRANTY WILL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE APP OR, IF REPAIR OR REPLACEMENT IS INADEQUATE AS A REMEDY OR, AT LICENSOR’S DETERMINATION, IMPRACTICAL, TO REFUND OF THE LICENSE FEE PAID FOR SUCH APP. EXCEPT FOR THE FOREGOING, APP IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. FURTHER, LICENSOR DOES NOT WARRANT RESULTS OF USE, THAT THE APP IS BUG FREE, OR THAT THE APP WILL PROVIDE ANY PROTECTION AGAINST VIRUSES OR ANY NETWORK INTRUSION OR SECURITY BREACH, OR THAT THE USE OF APP WILL BE UNINTERRUPTED OR ERROR FREE. THE APP MUST BE USED AS INSTRUCTED, AND ANY WELLNESS ACTIVITIES, INCLUDING EXERCISE, MUST BE DONE AS INSTRUCTED. THE LICENSEE SPECIFICALLY UNDERSTANDS THAT EXERCISE AND WELLNESS INVOLVE RISK. THE LICENSEE ASSUMES THE FULL OBLIGATION OF CONSULTING WITH LICENSEE’S HEALTHCARE PROVIDER BEFORE UNDERTAKING ANY NEW EXERCISE, INCLUDING USE OF THE APP.

13 Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY LICENSOR’S EMPLOYEES, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION INDEMNIFICATION OBLIGATIONS) OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO IT BY LICENSEE FOR THE APP LICENSED HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE CAUSE OF ACTION, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS, OR (III) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, PERESONAL INJURY OF ANY KIND, DEATH, OR OTHER PERSONAL LOSS) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE APP, DOCUMENTATION, ANY OTHER MATERIALS PROVIDED BY LICENSOR OR OTHER SERVICES PERFORMED BY LICENSOR, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). YOU ACKNOWLEDGE AND AGREE THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT UNLESS IT COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH.

14 Miscellaneous.

14.1 Licensee Representations. Licensee represents and warrants that: (a) the individual signing or accepting this Agreement is of sound mind and body and has authority to bind the individual who it purports to make party hereto, (b) Licensee has all necessary authority to perform its obligations hereunder, and Licensee is of good general health and has consulted with Licensee’s healthcare provider before using or accessing the App.

14.2 Confidentiality. Each party agrees to hold the other party’s Confidential Information in confidence and not to use it for any purpose other than the purposes permitted under this Agreement. Each party agrees to use the same standard of care to protect Confidential Information as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care. The terms of this Agreement constitute Confidential Information. Confidential Information of the other party may only be disclosed to those Affiliates, employees, contractors, and advisors of Licensor, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in this Agreement; provided, that nothing shall prevent or prohibit a party from using or disclosing Confidential Information as may be required by law, rule, regulation, or legal process. Confidential Information remains at all times the property of the disclosing party. Unless otherwise explicitly set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied with respect to Confidential Information. Licensor may identify Licensee as a user of the application to Licensee’s employer if Licensee’s employer pays the Fees for Licensee’s use of the App. Furthermore, Licensor may automatically extract and use Licensee’s data and information internally for the limited use of its research and analysis as may be necessary to enhance and improve the App and services it provides to its customers, provided always that any such retained data or information of Licensee shall be for internal use only and shall be used in a de-identified manner only.

14.3 Monitoring; Auditing. Licensee grants to Licensor the right to monitor its usage to verify compliance with this Agreement. In the event that Licensee uses any App other than as licensed under this Agreement (or under another agreement executed by the parties), in addition to any other remedies available to Licensor, Licensee agrees to pay Licensor the then current subscription Fees and any related service fees for such unauthorized use.

14.4 Assignment. Neither this Agreement nor the rights and licenses granted hereunder are assignable or transferable by Licensee without the prior written consent of Licensor; any attempt to do so shall be null and void ab initio. Licensor may assign this Agreement in whole or in part.

14.5 Notices and Electronic Communications. Licensor may give notice by means of a general notice on the App, electronic mail to Licensee’s e-mail address on record in Licensor’s account information, or by written communication sent by first class mail or pre-paid post to Licensee’s address on record in Licensor’s account information. Such notice shall be deemed to have been given 48 hours after delivery by first class mail or pre-paid post or 12 hours after sending by email or 12 hours after posting on the App. Licensee shall give notice to Licensor (such notice shall be deemed given when received by Licensor) by confirmed mail delivery to its office at Life Force Wellness, LLC, 502 Jefferson Street, Evans City, PA 16033

14.6 Compliance with Laws and Export Control. Licensee shall abide by all applicable local, state, national, and foreign laws, rules, treaties, and regulations in connection with its use of the App, including those related to data privacy, international communications and the transmission of technical or personal data. Licensee acknowledges that Licensor may discontinue provision or performance of the App or Services or terminate the license to the App granted hereunder following any changes in any relevant applicable law, which in the sole discretion of Licensor, makes performance impossible or illegal. Licensee further acknowledges that the App and related technology and technical data (collectively “Controlled Technology”) may be subject to the import and export laws of any country where Controlled Technology is imported or re-exported, including U.S Export Administration Regulations. Licensee agrees not to export, re-export, import or provide any Controlled Technology to any prohibited country (such as embargoed countries), entity, or person (such as designated nationals) for which a license or other governmental approval is required or is otherwise prohibited. All Controlled Technology is prohibited for export or re-export to prohibited countries as listed at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or to any country subject to similar trade sanctions.

14.7 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the App shall be subject to the exclusive jurisdiction of the state and federal courts located in Butler County, Pennsylvania . The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief in connection with any breach or threatened breach of this Agreement or enforcement or recognition of any award or order in any appropriate jurisdiction. In addition, the parties agree that they may only bring claims against the other in their individual capacities and not as a plaintiff, class representative, or member in any purported class or representative proceeding. The parties hereby agree that each is waiving all respective rights to a trial by jury regarding any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the App. Any claim by either party arising out of or related to this Agreement must be brought no later than two (2) years after it has accrued. If Licensor commences litigation in connection with this Agreement, it will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.

14.8 Remedies. Licensee acknowledges that the App contains valuable trade secrets and proprietary information of Licensor and are protected by applicable intellectual property laws and treaties and by international copyright law and that any actual or threatened breach of the licenses granted herein will (a) constitute infringement or misappropriation of Licensor’s intellectual property rights and (b) cause immediate, irreparable harm to Licensor for which monetary damages would be an inadequate remedy and for which injunctive relief is an appropriate remedy, in addition to any other remedy available to Licensor.

14.9 Entire Agreement; Severability. Subject to the other terms and conditions of this Agreement, this Agreement is the entire agreement between Licensor and Licensee regarding Licensee’s use of the App, and supersedes and replaces any previous communications, representations, or agreements, or Licensee’s additional or inconsistent terms, whether oral or written. In the event any provision of this Agreement is held invalid or unenforceable the remainder of the Agreement will remain enforceable and unaffected thereby.

14.10 Force Majeure. Each party’s obligation (other than Licensee’s obligation to pay Fees when due) shall be suspended during any period that the party is rendered incapable of performing by virtue of any criminal acts of third parties, war, viruses, pandemics, epidemics, public health crises, acts of public enemies, severe weather conditions, utility failures, strikes or other labor disturbances, fires, floods, other natural disasters, other acts of God, unforeseeable acts of employees, telecommunication or interruption of Internet service, or any causes of like or different kind beyond any reasonable control of the party.

14.11 Waiver. The failure of either party to insist in any instance upon any payment or performance when due by the other party, shall not relieve such other party of any of its obligations with respect to such performance, or constitute a waiver of such party’s right to insist upon the full and timely performance in the future, of any of the other party’s obligations under this Agreement.

14.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party.

Contact Us

If you have any questions, concerns or complaints about the Life Force App End User Agreement, please contact us:

• By email: [email protected]

• By visiting this page on our website: lifeforcemethod.com

• By phone number:724-473-3090