This is our Terms and Conditions of Use Agreement (hereinafter referred to as the “Agreement”) for use of the Va Sphota Wellness website (“Website”). This Website is not directed to persons under eighteen (18) years of age. The Website is owned by Va Sphota Wellness, LLC (hereinafter referred to as “Va Sphota”). This Agreement applies to all of the products, services and websites offered by Website, Va Sphota, the mobile versions thereof, any Website software that you have embedded on a web site or are about to embed (“Widgets”), and any applications (“Apps”) created by Va Sphota whether available through a social networking site or its subsidiaries or affiliated companies (collectively, “Service”). 

 Please note that the availability of any Apps on a social networking site does not indicate any relationship or affiliation between Va Sphota and such social networking site. The information presented on this Website is in no way intended as medical advice or as a substitute for medical treatment. This information should only be used in conjunction with the guidance and care of your physician. Consult your physician before beginning any diet, nutrition, or fitness plan offered through the Website. 

 Your physician should allow for proper follow-up visits and individualize your diet, nutrition, or fitness plan as appropriate. Nothing stated or presented on the Website is intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified healthcare provider if you have any questions regarding a medical condition, your diet, nutritional supplements, an exercise regimen, or any other matter related to your health and well-being. If you do not agree to be bound by this Agreement, please do not use or access this Website. Va Sphota reserves the right to refuse or cancel your account. We also reserve the right to cancel your membership should you violate any provision of this Agreement, or any other posted policy on the Website. 

 We make no projections or estimates as to how well you will do or the level of success you might achieve by using the information and strategies covered in your consultations or sessions or any Services provided by Va Sphota, providers or authorized agents.

All clients seeking treatment and Services do so with full awareness and complete understanding of the above information.

 The contents of this Website, including the videos, text, graphics, images, and information obtained from Va Sphota’s third-party content providers, sponsors, suppliers, and licensors (collectively “Providers”), and any other materials are to be used for informational purposes only.

PARENTAL OR GUARDIAN PERMISSION

You must be 18 years or older to use this Website and by providing information about yourself to Va Sphota, you are representing that you are eighteen years (18) of age or older. If you are younger than eighteen(18) years of age and would like to become a registered member of or provide information about yourself to the Va Sphota Website, you are required to have your parent or legal guardian contact Va Sphota prior to use.

PRIVACY

Please review our Privacy Policy found here, which also governs your visit to the Website, to understand our privacy practices.

COMMUNICATIONS

When you visit the Website or send emails to us, you are communicating with us electronically. You consent to receive communications (including legal notices) from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Finally, Va Sphota may deliver communications to you by any means set forth in any other Va Sphota policy or notice published on the Website.

ACCEPTANCE OF TERMS

Va Sphota makes the Site and all associated site materials available for Your access and use subject to Your compliance with these Terms of Service. These Terms of Service (hereinafter, the "Agreement") constitute a legally binding agreement by and between Va Sphota and You ("You" or "Your") concerning Your use of the Site and all Services and materials available through the Site, including all information, data, e-mail or other communications, downloadable materials, files, text, images, products, reports or other Content made available or enabled via this Site by Va Sphota or any third party (collectively, "Site Materials").

Va Sphota reserves the right, at its sole discretion, to change these Terms of Use from time to time, and your access to the Web Site will be deemed to be your acceptance of, and agreement, to any such changed terms and conditions.

 By accessing or using the Site in any manner, including using any Site Materials, or availing yourself to any Va Sphota Services You agree to and are bound by the Agreement. By accessing or using the Site or Services, including any Site Materials, You represent and warrant that You have read and understood, and agree to be bound by, the Agreement and Va Sphota's Privacy Policy (the "Privacy Policy"), which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE SITE AND CEASE USING THE SITE MATERIALS.

Va Sphota reserves the right, at its sole discretion, to change these Terms of Use from time to time, and your access to the Web Site will be deemed to be your acceptance of, and agreement, to any such changed terms and conditions.

PRIVACY POLICY

Va Sphota knows that the privacy of your personal information is important to you. Therefore, we have established a Privacy Policy which is part of this Agreement.

PERMISSION TO USE THE SITE

BY USING THE SITE AND ACCESSING THE SITE MATERIALS, THE CONTENT OR VA SPHOTA SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE OF THE AGE OF LEGAL MAJORITY IN THE JURISDICTION OF YOUR RESIDENCE AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. VA SPHOTA may in its discretion refuse permission to access and use the Site.

CONSENT TO RECEIVE EMAIL

By submitting Your email address to Va Sphota, you consent to receive periodic email communications from the Site concerning its products and services. You may opt-out of receiving email communications at any time by following the unsubscribe instructions contained in each email.

LICENSE AND SITE ACCESS

Va Sphota grants you a limited license to access and make personal use of the Website and you may not download (other than page caching) or modify it, or any portion of it, without the express written consent of Va Sphota. This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Website or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Va Sphota. You may not frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Va Sphota without our express written consent. You may not use any metatags, or any other hidden text utilizing Va Sphota’s name or trademarks without the express written consent of Va Sphota. Any unauthorized use terminates the permission or license granted by Va Sphota. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the homepage of the Website so long as the link does not portray Va Sphota, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Va Sphota logo or other proprietary graphic or trademark as part of the link without express written permission.

MEMBERSHIP ACCOUNT

If you use the Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Va Sphota and its affiliates reserve the right to refuse service, terminate accounts, remove, or edit content, or cancel orders in their sole discretion. Memberships are non-transferable. You agree to (a) maintain all computer and phone equipment necessary for your access to and use of the Website; (b) maintain the security of your user identification, password, Personal Information (as defined in our Website Privacy Policy), and any other confidential information relating to your Va Sphota account; (c) take responsibility for all charges resulting from use of your Va Sphota account, including unauthorized use prior to your notifying Va Sphota of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting us to change your password; and (d) update your Personal Information (as defined in our Website Privacy Policy), including email address, as appropriate. If you are given a promotional code, you may only use it once. After the promotion terminates, you will be required to subscribe to the Website. Va Sphota reserves the right to terminate any account that is using or trying to use more than one promotion. If a membership is terminated due to a violation of this Agreement, Va Sphota will not reimburse Subscriber for the remainder of paid month. Nor will reimbursements be made for memberships cancellations prior to monthly renewal date. Subscriptions are complimentary. Subscribers may cancel their subscription at any time.

CONTACTING VA SPHOTA

You may contact us by email (provide your first and last name and username; we will not open your email if it contains an attachment).

DISCLAIMERS AND LIMITATION OF LIABILITY

Users of the Website (individually and collectively, “User”) expressly agree that use of the Website is at User’s sole risk. Neither Va Sphota, nor its employees or Providers, warrant that the Website will be uninterrupted or error-free; nor do they warrant or make any representation regarding the use of the information provided on the Website or the results that may be obtained from the use of the information provided on the Website, or as to the accuracy, reliability, or currency of any information, content, service, or merchandise provided through the Website. Va Sphota does not endorse, recommend, or sponsor and is not affiliated with any individuals or entities listed or linked to on the Website unless that fact is expressly stated. The listing of any individual or entity does not constitute a medical referral of any kind. Users are advised to exercise their own further informed review, judgment, and evaluation in the selection of any and all medical professionals and health information. The website is provided by Va Sphota on an “as is” and “as available” basis. Va Sphota makes no representations or warranties of any kind, express or implied, as to the operation of the website or the information, content, materials, products or individuals included or listed on the website. To the fullest extent permissible by applicable law, Va Sphota disclaim all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Under no circumstances shall Va Sphota’s or providers be liable to you or any third-party for any indirect, consequential, incidental, special or punitive damages, including, but not limited to, lost profits and business interruption, whether in contract or in tort, including negligence, arising in any way from any product or service sold or provided on the website or the use of the information or the results of the use of the information provided on the website, even if Va Sphota is expressly advised of the possibility of such damages. In no event shall Va Sphota’s liability exceed the price you paid for a product or service that is the subject of the claim. No oral advice or written information given by Va Sphota’s providers or the like, shall create a warranty; nor shall user rely on any such information or advice. Under no circumstances shall Va Sphota or any other party involved in creating, producing, or distributing the Website be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the Website, including but not limited to the results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to the Website’s records, programs, or services. User acknowledges that this paragraph shall apply to all content, merchandise, and services available through the Website. In those States that do not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.

THIRD-PARTY CONTENT

The Website contains information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material (collectively “Content”). Regarding the Content supplied by Users or parties other than Va Sphota, Va Sphota is a distributor and not a publisher. Va Sphota has no more editorial control over such third-party or User Content than does a public library or newsstand. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties and not by Va Sphota are those of the respective authors or distributors and not of Va Sphota. Neither Va Sphota nor any third party, including any Provider, or any User of the Website, guarantees the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In many instances, the Content available through the Website represents the opinions and judgments of the respective Provider or User not under contract with Va Sphota. Va Sphota neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized Va Sphota employees. Under no circumstances shallVa Sphota be liable for any loss, damage or harm caused by a User’s reliance on information obtained through the Website. It is the responsibility of a User to evaluate the information, opinion, advice or other Content available through the Website.

ONLINE CONDUCT

User agrees to use the Website only for lawful purposes. User is prohibited from posting on or transmitting through the Website any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation. If Va Sphota is notified of allegedly infringing, defamatory, damaging, illegal, or offensive content provided by User, Va Sphota may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content from the Website. Va Sphota may disclose any content or electronic communication of any kind: (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Website; or (iii) to protect the rights or property of Va Sphota, its Users or Providers. Va Sphota reserves the right to prohibit conduct, communication, or content that it deems in its sole discretion to be harmful to individual Users, the Website, or any rights of Va Sphota or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither Va Sphota nor its Providers can ensure prompt removal of questionable content after online posting. Accordingly, neither Va Sphota, nor Providers shall assume liability for any action or inaction with respect to conduct, communication, or content on the Website.

LINKS TO OTHER SITES

The Website may reference or link to third-party sites throughout the World Wide Web. Va Sphota has no control over these third-party sites or the content within them. Va Sphota cannot and does not guarantee, represent or warrant that the content contained in these third-party sites is accurate, legal, or inoffensive. Va Sphota does not endorse the content of any third-party site, nor do we warrant that they will not contain viruses or otherwise impact your computer. Va Sphota does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties. If you choose to link to or use a third-party website, you should carefully review such third party’s privacy statement and other terms and conditions of use. By using the Website to search for or link to another third-party site, you agree and understand that you may not make any claim against Va Sphota for any damages or losses, whatsoever, resulting from your use of the Website to obtain search results or to link to another site.

COPYRIGHTS

Copyright © Va Sphota 2023. All materials and contents contained in the Website (including but not limited to the text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software), and the Website itself, are copyrighted materials belonging exclusively to Va Sphota or its content suppliers and are protected by United States and international copyright law. Va Sphota enforces its copyright interests to the fullest extent permitted under the law, and shall seek civil and criminal remedies where appropriate, including the remedies provided for under sections 501 et seq. of Title 17 of the U.S. Code. All rights are reserved.

TRADEMARKS

Va Sphota and the related logos and other marks indicated on our Website are the exclusive property and trademarks of Va Sphota. Va Sphota reserve all rights, including all rights applicable under the U.S. and international trademark laws, including, without limitation Section 1125 of Title 15 of the U.S. Code (Lanham Act Sec. 43). All other trademarks not owned by Va Sphota that appear on this Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Va Sphota.

You may not remove or alter any Va Sphota’s Trademarks, or co-brand your own products or material with Va Sphota’s Trademarks, without the Va Sphota’s written consent. You acknowledge the Va Sphota’s rights in Va Sphota’s Trademarks and agree that any use of Va Sphota’s Trademarks by You shall inure to the Va Sphota’s sole benefit. You agree not to incorporate any of the Va Sphota’s Trademarks into your trademarks, service marks, Va Sphota’s names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. 

INDEMNITY

You agree to defend, indemnify, and hold Va Sphota and Providers harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.

APPLICABLE LAW

The Website is created and controlled by Va Sphota, LLC business registered in the State of Wyoming.  As such, the laws of the State of Wyoming will govern these disclaimers, terms and conditions, without giving effect to any principles of conflicts of laws. Va Sphota reserves the right to make changes to its Website and these disclaimers, terms and conditions at any time. User hereby irrevocably and unconditionally consents to submit to the jurisdiction of the State of Wyoming for any litigation arising out of or relating to use of or purchase made through the Website (and agrees not to commence any litigation relating thereto except in such courts.

MODIFICATION OF THE AGREEMENT AND PRIVACY POLICY

The laws, rules and regulations pertaining to Internet content change frequently. Accordingly, VA SPOTA RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND/OR THE PRIVACY POLICY AT ANY TIME. VA SPHOTA reserves the right at any time to modify, suspend or terminate the Site (or any portion of it), and/or Your use of or access to the Site, and/or the Content with or without notice. VA SPHOTA will not be liable to You or any third-party for any modification, suspension, or termination of the Site.

VA SPHOTA may modify the Agreement at any time by posting the amended terms on the Site, without notice to You. Your use of the Site after such posting will constitute consent to the modified Agreement. The current version of the Agreement will always be available on this page. Similarly, VA SPOTA may modify the Privacy Policy at any time by posting the amended terms on the Site, without notice to You.

IT IS YOUR RESPONSIBILITY TO REVIEW THE AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.

WARRANTY DISCLAIMER

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, INCLUDING ALL INFORMATION AND CONTENT IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS'' BASIS. VA SPHOTA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. VA SPHOTA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

VA SPOTA MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE SITE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL OBTAINED BY YOU FROM VA SPOTA, WHETHER OBTAINED THROUGH THE SITE OR THROUGH THE USE OF VA SPHOTA SERVICES OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THIS AGREEMENT.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF, OR OBTAINING ANY CONTENT FROM, THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM VIRUSES.

LIABILITY LIMITATION

TO THE FULL EXTENT PERMITTED BY LAW, VA SPHOTA IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR ECONOMIC ADVANTAGE ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF VA SPHOTA HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE SITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE CONTENT RESULTING FROM ANY DATA, INFORMATION OR CONTENT OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, OR RELY UPON.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

VA SPHOTA RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO IMMEDIATELY TERMINATE YOUR ACCESS TO AND USE OF THE WEB SITE OR THE SERVICES WITHOUT RIGHT TO REFUND, FOR ANY VIOLATION OF THESE TERMS OF USE

DISCLAIMER OF WARRANTY; LIMITATIONS

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VA SPHOTA OR THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE WEBSITE, THE WEB SERVICES, THE SERVICES OR ANY PORTION THEREOF, EVEN IF VA SPHOTA OR VA SPHOTA’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE OF THE WEBSITE, THE WEB SERVICES, THE SERVICES OR ANY PORTION THEREOF YOU ASSUME ANY AND ALL COSTS ASSOCIATE WITH SUCH USE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NEITHER VA SPHOTA NOR THIRD PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN THE CONTENT, THE WEBSITE, THE WEB SERVICES, OR SERVICES OR ANY PORTION THEREOF OR IN ANY REPORTS OF VERIFICATION SERVICES. YOU AGREE NOT TO HOLD THE VA SPHOTA AND VA SPHOTA EMPLOYEES, AGENTS LIABLE FOR ANY INSTRUCTION, ADVICE OR SERVICES DELIVERED WHICH ORIGINATED THROUGH THE WEBSITE, THROUGH ANY VERIFICATION SERVICE OR IN CONNECTION WITH THE VA SPHOTA’ CONTENT, THE SERVICES OR ANY PORTION THEREOF. 

UNDER NO CIRCUMSTANCES IS VA SPHOTA, THEIR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF BUSINESS. THIS SECTION SHALL ALSO SURVIVE THE TERMINATION OF THIS AGREEMENT. 

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE VA SPHOTA WEBSITE OR SERVICES OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING VA SPHOTA’ WEBSITE AND SERVICES.

FORCE MAJEURE

You acknowledge and understand that ifVA SPHOTA is unable to provide any of its Services as a result of a force majeure event VA SPHOTA will not be in breach of any of its obligations towards You under this Agreement. A force majeure event means any event beyond the control of VA SPHOTA. In the event VA SPHOTA are affected by a force majeure event, they shall promptly notify You of the estimated extent and duration of its inability to perform or delay in performing their obligations, on a reasonable efforts basis. VA SPHOTA SHALL NOT HAVE ANY LIABILITY TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR FAILING TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH FAILURE IS AS A RESULT OF A FORCE MAJEURE EVENT.

PRESERVATION/DISCLOSURE

You acknowledge, consent and agree that VA SPHOTA may access, preserve and disclose your account information and Content if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process nationally or internationally; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service. Under no other circumstances will Va Sphota intentionally disclose your account information to any third party.

MISCELLANEOUS TERMS

In any action against us arising from the use of this Website, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees. Va Sphota reserves the right to make changes to the Website, these policies, and these Terms and Conditions of Use at any time, effective immediately upon the posting on this Website. Please check these Terms and Conditions of Use periodically. In addition, these Terms and Conditions of Use may be modified only by our posting of changes to these Terms and Conditions of Use on this Website, or by signed, written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes. If any of these terms and conditions shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining terms and conditions. These Terms and Conditions of Use are the entire Agreement between you and us relating to the subject matter herein. We may assign our rights and obligations under these Terms and Conditions of Use. These Terms and Conditions of Use will inure to the benefit of our successors, assigns, and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms and Conditions of Use, or to exercise any right under the Terms and Conditions of Use, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

TRAINING PARTICIPATION & WAIVER OF LIABILITY AGREEMENT

Training and workshops (collectively, “training”), which consists of several days of instruction taught by Tova Sardot or Tova Sardot’s designated teachers or volunteers (collectively, the “Teachers”). By participating in the Training, you agree to the following terms and conditions:

II. Waiver of Liability

A. You represent that you are competent and able to understand the nature and consequences of participating in the Training, and that you are an adult under the laws of the State of your residence.

B. You understand that your participation in the VA SPHOTA Training is strictly voluntary, at your own risk, and that you freely choose to participate. You agree to assume and accept full and complete responsibility for any unknown risks associated with your participation in the Training, including any physical injury, psychological or emotional effects, death, loss, or property damage.

C. You agree to release VA SPHOTA, Tova Sardot, the Teachers, employees, volunteers, and any independent contractors from any liability resulting from your participation in the Training. Specifically, you and your heirs agree to fully release, indemnify, hold harmless and defend VA SPHOTA, Tova Sardot, the Teachers, employees, volunteers, and any independent contractors, from any and all claims or liability, and for any damage or injury, including but not limited to, financial, personal, emotional, psychological, medical, or otherwise, which you may incur arising at any time as a result of your voluntary decision to participate in the Bio-well Training.

D. In the event of an accident, injury or sickness, you give permission to VA SPHOTA, Tova Sardot, the Teachers, employees, volunteers, and any independent contractors to seek medical attention and/or authorize emergency medical treatment if necessary. The training team will first attempt to communicate with your authorized emergency contact before seeking medical treatment for you unless it is not feasible or practical. VA SPHOTA, Tova Sardot, the Teachers, employees, volunteers, and any independent contractors will not be held liable for any
accident, injury, sickness, death, loss, or property damage that might arise out of or in connection with such authorized emergency medical treatment. You further agree to hold harmless VA SPHOTA, Tova Sardot, the Teachers, employees, volunteers, and any independent contractors from any damages or costs, including Court and attorney’s fees, which may be incurred due to your participation in the Bio-well Training.

E. Any and all matters in dispute between the parties to this Agreement, whether arising from or relating to the Agreement itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to the Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of the contract, shall be governed by, construed, and enforced in accordance with the laws of the State of Wyoming, without regard to conflicts of law doctrines and regardless of the legal theory upon which such matter is asserted. If any portion of this Agreement is held to be invalid, it is agreed that the balance of the Agreement shall continue in full force and affect. This Agreement shall be binding upon you and your heirs, family, legal representative, successors, and assigns.

F. This Agreement constitutes the entire and final agreement between the parties and supersedes any prior oral or written agreements, discussions or understandings. This Agreement may not be modified in any respect except in writing describing the modification and signed by both parties. By selecting the option that you agree to these terms, you acknowledge that you have carefully and completely read and fully understand all aspects of this Agreement and you agree to all of the terms and conditions stated herein.

TERMS OF USE AGREEMENT: VA SPHOTA TRAINING AND MATERIALS

You hereby agree that by registering to take a course offered by VA SPHOTA, Tova Sardot, Tova Sardot’s designated teachers or volunteers (collectively, the “Teachers”), and by using the training materials, you (“Attendee”) agree to be bound by all of the terms and conditions set forth herein (“this Agreement”), which may be updated from time to time without notice to you. Your attendance and use of the training material (“materials”) is subject to your acceptance of this Agreement, and when you access, browse or use the materials, you accept, without limitation or qualification, the terms of this Agreement as if you had signed it. Teachers and Attendees are each a “Party” to this Agreement and are collectively “the Parties” hereto. The Parties agree as follows:

1. Program. The Teachers have developed and owns, or has licensed, certain data, content, methods, media assets and training curriculum, and related technology and information that the Teachers make available to Attendees in the form of materials.

2. Permitted Use of the Program and Materials. Any materials posted online that Attendee copies, prints or downloads are licensed to Attendee by the Teachers for Attendees personal, non-commercial use only. Attendees shall not change or delete any copyright, trademark, or other proprietary notice on such materials. Attendees shall have access to, and use of, the Materials only in accordance with the terms and conditions of this Agreement. Attendee agrees to, and shall, only use the Materials as expressly permitted herein, and shall only allow authorized individuals access to the Program. Nothing in this Agreement shall be construed as expressly or implicitly granting to Attendee any other or further rights not expressly set forth herein. Attendee shall also be responsible for seeing that its employees, agents, and contractors, if any, strictly adhere to the terms and conditions of this Agreement and shall be responsible for any use by any such individuals or entities other than as expressly permitted herein. Attendee agrees that the Teachers shall not be liable to Attendee or any third party for any modification, suspension, or discontinuance of the Materials.

3. Intellectual Property Rights. The Attendee acknowledges that the Teachers, and its licensors, are the sole owner of all intellectual property rights and proprietary rights, including patents and copyrights, pertaining to the content, design, use of the Materials, and any and all future modifications, derivatives, enhancements or improvements to or of the Materials. Attendee will not reproduce, duplicate, copy, sell, resell, or exploit, or attempt to do any of the foregoing, for any purpose whatsoever except as expressly permitted in writing by the Teachers. All rights in and to the Materials, the courses and content made available to the Attendee by the Teachers, if not expressly granted, are reserved. Attendee further acknowledges that this Agreement does not confer any rights upon Attendee to use the Materials in any manner other than as expressly authorized by this Agreement or otherwise authorized in writing, in advance, by the Teachers. Attendee further agrees that, during the term of this Agreement and following the termination or expiration of this Agreement, Attendee shall not attempt to assert or acquire ownership of any proprietary rights or intellectual property rights including copyrights pertaining to the Teachers.

4. Term and Termination.

a. This Agreement shall be in effect during the period when Attendee is enrolled in a VA SPHOTA course and shall remain in effect for a period of one (1) year thereafter. Any teacher shall have the right to terminate this Agreement immediately, upon written notice to the Attendee, in the event that Attendee fails to timely pay compensation to the Teachers in accordance with this Agreement, or otherwise commits a material breach of this Agreement, or if any Teacher in its sole discretion believes that Attendee has used the Materials in a manner that violates or is
inconsistent with the purpose and intent of this Agreement. If Attendee wishes to terminate this Agreement sooner than as set forth above, Attendee may make such a request to Tova Sardot in writing, and Tova, in her sole discretion, will determine whether to grant the requested earlier termination.

b. Upon termination of this Agreement, the Teachers may immediately terminate Attendees’ access to the Materials, and any content, data or information pertaining to the training, and all rights granted to Attendee, shall immediately terminate. The following shall survive termination of this Agreement: (1) any fulfilled obligations of Attendee, including payment of compensation to the Teachers as provided herein; and (2) the provisions in paragraphs 6 and 8 of this Agreement regarding indemnification and confidentiality.

5. Compensation. Attendee shall pay the Teachers compensation for access to, and use of, the Materials as set forth in the registration application. Attendee shall pay the Teachers all compensation due in accordance with the terms of the registration application.

6. Indemnification. Attendee shall indemnify, defend, and hold harmless the Teachers and its members, officers, directors, employees, representatives and agents from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limitation, attorneys’ fees and costs, arising from or related to this Agreement and Materials.

7. Notices. All notices, requests, demands and other communications given with respect to this Agreement shall be in writing and shall be deemed to have been given when personally delivered or when mailed by Certified Mail, Return Receipt Requested, postage prepaid, or delivered by an overnight courier service that provides proof of delivery, to the other Party at its
principal place of business or such other address as is provided in writing.

8. Confidentiality.

a. Confidential Information. End User shall not disclose to any third party any Confidential Information either during the term of this Agreement or at any time thereafter. “Confidential Information” shall mean all training information related to this Agreement including but not limited to the following: (a) the training and the Materials, and all content, data and information related thereto; 

(b) Teachers’ business or technical information, including, without limitation, information relating to documentation, source codes, object codes, and/or modifications to the foregoing; (c) Bio-wells’ designs, business opportunities, personnel, research, development,
and know-how; (d) any information designated by VA SPHOTA, or Tova Sardot as “confidential” or “proprietary” or which, under the circumstances, Attendee should reasonably have understood to be confidential, proprietary or trade secret information VA SPHOTA. ”Confidential Information” does not
include information that (a) is in the public domain or is generally publicly known through no improper action or inaction by the Attendee; (b) was rightfully in Attendees’ possession or known by Attendee prior to training from the Teachers; (c) is rightfully disclosed without restriction to Attendee by a third party; or (d) is independently developed by the Attendee, or for Attendee by third parties, without use of VA Sphota’s Confidential Information.

b. If Confidential Information is required to be disclosed by Attendee pursuant to law, regulation, judicial order or other legal process, Attendee may disclose such Confidential Information as legally required provided Attendee promptly gives the Teachers advance written notice and an opportunity to seek confidential treatment thereof and/or obtain a protective order therefore, and the Attendee cooperates fully with the Teachers to protect the disclosure
of any Confidential Information.

9. Consequential damages. END USER EXPRESSLY UNDERSTANDS AND AGREES THAT THE TEACHERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO , DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF TES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, RESULTING FROM THE USE OR INABILITY TO USE THE TES WEBSITE OR ANY OTHER MATTER RELATED TO THE PROGRAM OR THE TEST WEBSITE, EXCEPT WHERE THIS PROVISION IS PROHIBITED BY LAW.

10. Relationship of the Parties. Nothing in this Agreement shall be construed to make either party an agent, joint venturer or partner of or with the other party, and neither party shall have the right or authority to legally bind the other in any manner.

11. Entire Agreement; modification. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous proposals, discussions, agreements, understandings and communications, whether written or verbal. This Agreement may not be altered, modified or waived in whole or in part, except in a
writing, signed by the Parties.

12. Choice of Law; jurisdiction. This Agreement and any and all disputes between the Parties arising from it shall be governed by the laws of the State of Wyoming, without regard to its conflict of laws, rules and principles. The Parties agree that the exclusive jurisdiction for any litigation involving any dispute arising out of this Agreement shall be in the District Court, for Wyoming. The parties expressly agree to subject themselves to the venue and personal jurisdiction of such court, and to accept service of process by certified mail. The parties further agree to waive all rights to a jury trial, or certification of a class action, in connection with any such lawsuit.

13. Severability. Should any provision of this Agreement be held invalid or unenforceable, the Parties will attempt to replace the provision with another that reflects the original intentions of the Parties and which is mutually agreeable and enforceable. In any event, such invalidity, or unenforceability shall not affect the validity of the remaining provisions of the Agreement.

14. Non-Waiver. The failure of a Party at any time to enforce any provision of this Agreement, or to require performance of any provision, shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement, nor to effect that Party’s right thereafter to enforce each and every provision of this Agreement.

15. Paragraph Headings. The paragraph headings in this Agreement are for convenience of reference only and shall not be considered in any interpretation of this Agreement.