Terms of Service
BY ACCESSING, USING THE SOFTWARE AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS AND/OR ON BEHALF OF THE PERSON/ENTITY LISTED IN THE ACCOUNT CREATION, SIGN UP OR SIMILAR FORM (“REGISTRATION FORM”), THE ACCOUNT OWNER AND THE BUSINESS. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ACCOUNT OWNER AND THE BUSINESS TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, YOU MAY NOT AND SHALL NOT ACCESS, OR USE THE SERVICE (AS DEFINED IN THESE TERMS OF SERVICE).
These Terms of Service, the SaaS Order Form, and any additional document incorporated herein are collectively referred to as the “Agreement” or “Terms of Service” and are a legally binding agreement between Life Design Project LLC (referred to herein as “Life Design Project” or “Us” or We”) the Account Owner(s) (as defined below) (referred to herein as “Account Owner”, “You” “you”, “your” or “Your”). The Terms of Service shall govern Your and the Team Members’ use of the Service, and Your and the Team Members’ rights and obligations with respect to User Data that placed in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account through which You and the Team Members will access the Service (hereinafter an “Account”) for use in connection with the Service. By accessing, using, subscribing, purchasing, or downloading the Service, or any goods, materials, or content from the Website, You agree to, and ensure that all who access the Service through Your account, follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with Us. If you do not agree with the Terms of Service, neither You nor the Team Members may use the Website or the Service.
If You know, or have a suspicion or the good faith belief that, a Team Member has violated the Terms of Service, You are is responsible for immediately revoking access rights to the User(s). Additionally, if you become aware that a Team Member no longer possesses the requisite licenses or other credentials or is no longer employed by or affiliated with the You, You have the responsibility to immediately revoke access rights to these Users.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.
These Terms of Service apply to Your and the Team Members use of the Service and ALL transactions made on or through the Website in your use of the Service. The Account Owner manifests agreement to these Terms of Service by any act demonstrating your assent thereto, including clicking any button containing the words “I agree”, “Create account,” “Try for free” or similar syntax, by accessing the Website, by establishing an Account, or using the Service, whether you have read these Terms of Service or not. By clicking any such button or otherwise indicating Your assent, You agree to these Terms of Service. You should print a copy of these Terms of Service for your business and personal records.
These Terms of Service may be modified by Life Design Project effective immediately by notifying you as provided in Section 32 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service.
1. Definitions
● “Account Owner” means the individual who establishes the Account, the Business, the owner of the Business, and any other entity and/or person in whose name the Account is established, all of whom are agreed to be jointly and severally obligated under these Terms of Service. The Account Owner is responsible for the obligations and activities under the Account as well as the obligations and activities of all Users within the Account (including without limitation payment for the Account and deletion of the Account). The use of the phrase “Account Owner” in the singular shall also mean use in the plural.
● “Settings,” and any other location on the Website or within the Service.
● “Dispute” will have the broadest meaning possible and means any dispute, action, or other controversy between you and Life Design Project relating to the Service, any transaction or relationship between you and Life Design Project resulting from your use of the Service, communications between you and Life Design Project, or this Agreement – whether in contract, warranty, tort, laws, or regulations.
● “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act and their implementing regulations as amended from time to time;
● “Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law;
● “Software Service” means the online business management technology and software solution, which Life Design Project provides through the Website for use by professionals such as coaches, trainers, consultants, and therapists in order to run their business practice and deliver their business services seamlessly to customers.
● “Payment Data” means any personal or financial information collected from a credit card, debit card or other payment method, including but not limited to a cardholder’s account number, card expiration date, and CVV2.
● “Protected Health Information” or “PHI” means protected health information as defined by HIPAA’s Privacy Rule found at 45 C.F.R. §160.103.
● “Servers” are computers or devices that host the Service.
● “Life Design Project Software” or “Software” is the software provided to you by Life Design Project and/or its suppliers under license or with respect to which you have access, in connection with the Service.
● “Marketplace Service” means the marketplace service featuring Your Marketplace Information that will be provided by Life Design Project as part of the Service.
● “Services” means Life Design Project’s technology and software platforms available on the Websites and any affiliated sub-domains and mobile applications and sites, Software, and Servers, as well as the Software Service, Marketplace Service and Telehealth Service, which are part of the “Services” whether or not stated separately within these Terms of Service, when made available by Life Design Project.
● “Payment Processing Services” are services that enable the acceptance of payments, management of subscriptions, and performance transaction reporting, as well as analytics and other business services.
● “Team Member” means Account Owner’s staff, contractors, administrators, or other service providers who are granted access to the Account with the authorization of the Account Owner.
● “Telehealth Service” means the video, audio, messaging, file sharing, streaming and media service available through the Service, used to provide Telehealth Service services to Users, whether it is actually used for such purposes, or not.
● “Transaction Data” means customer information, User Data, Payment Data, transaction information, bank information and credit card information including without limitation tokenized account information, tokens and token access codes, account information or other data or information of any kind that is provided by or generated or collected on your behalf, or your clients by the Service.
● “User Data” means any data or images that You or Your clients upload, stream or submit to the Servers, Website, or other areas of the Service, or generated or collected on your behalf from the Servers, Website, the Service or third parties, including but not limited to video, image, sound data, Transaction Data, and Protected Health Information as that term is defined below;
● “User(s)” means the Account Owner(s), Team Member, and/or the Account Owner(s)’ or Team Member’s clients or customers.
● “Website” means the websites and services available from the domain and subdomains of https://www.lifedesignproject.org/, and any related or successor domains and mobile applications and sites from which Life Design Project may offer the Service.
● “Your Marketplace Information” means all content, including without limitation, name, address, data, information, profession, specialties and credentials, and images, all as provided by You to Life Design Project and then provided through or disclosed by use of the Software Service.
2. Verification for Life Design Project
By accepting these Terms of Service in connection with an Account, the person acknowledging agreement or assenting to these Terms of Service represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority, and has the legal authority to contractually agree to these Terms of Service on behalf of the Account Owner. You further agree that as a condition to accessing the Service, you will submit to Account and Account Owner verification as required by Life Design Project, and provide only true and accurate identification documentation to Life Design Projector its third party service providers as requested by Life Design Project. You are responsible for the security of any account verification information, such as usernames and passwords, including without limitation your Users’ usernames and password. You agree that any Users who are below your countries legal age requirement require their parent or legal guardian’s consent to collect their User Data or for their use of the Service, which consent you and the Account Owner are responsible for obtaining, prior to the use by such User of the Service.
3. Establishing an Account
You must establish an Account with Life Design Project to use the Service. You agree to provide accurate, current, and complete information about You and the individual who establishes the Account (“Registration Data”) as prompted by the Registration Form and as required to be added in the “Settings” or other page on the Website, and to use the Account management tools provided to keep your Registration Data accurate, current and complete. Life Design Project will designate You as the Account Owner and assign an account name (your “Account Name”).
4. Responsibility for Use of Account
You, as the Account Owner, are responsible for all activities conducted through your Account, including activities of the Team Members and Users, and you are responsible for all activities conducted through Your Account and are responsible for Users to whom you grant access to your Account, including your clients and those you authorize to access your Account on behalf of yourself, or Your clients. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms of Service occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and your Account as described in Section 25 and you shall be financially responsible to Life Design Project for the consequences of such use.
5. Selection and Use of Account Password
At the time Your Account is created, You must select a password. You are responsible for maintaining the confidentiality of Your password and are responsible for any damages, claims, losses or other harm resulting from Your disclosure of Your password, authorization of the disclosure of Your password, or any person’s use of Your password or Your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of Your password to any other person is at your own risk.
You and each of those using your Account must have separate email addresses and passwords. Team Members and Users may not share entry identifications and authentication passwords and any sharing may result in a suspension or termination of access for the User and the Account Owner, and/or an increase in charges, at Life Design Project’s sole discretion.
6. Fees and Billing
Life Design Project provides the Service for the fees and other charges set forth on the Website at https://www.lifedesignproject.org/ or other location on the Website. All prices listed exclude all sales taxes, fees, use taxes, charges, duties, levies and similar governmental charges (“Sales Taxes”) imposed on the provision of the Service and all such Sales Taxes shall be borne solely by and paid by the Account Owner to Life Design Project and deemed to be in addition to the fees charged in connection with the Service. Where applicable, Account Owner shall be responsible for all Sales Taxes and Life Design Project reserves the right to collect Sales Taxes retroactively. We may, at any time, add new services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Service not previously charged for) on notice as provided herein. You acknowledge that it is Your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by Life Design Project and/or its processor, including Stripe and/or Paypal, continue to be valid and sufficient for such purposes. We may suspend or terminate Your use and Your Account’s use, as provided in Section 25, in the event of any payment delinquency. Other services are available from Life Design Project and the agreement with respect to those services and fees due to Life Design Project incorporate by reference these Terms of Service as well as any specific terms and conditions presented to you. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to Life Design Project shall have been earned by Life Design Project as of the date of payment. You will not be entitled to any refund for the partial use of the Service or credits at any time.
7. Modification of Service
Life Design Project reserves the right to add, modify, discontinue or eliminate aspect(s), features or functionality of the Service from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
8. Privacy Policy, Protected Health Information, User Data and Use of Your Information, Email, Data Deletion on Termination
Our Privacy Policy, which can be found here https://www.lifedesignproject.org//page/privacy describes how we use and share Personal Data (as such term is defined in the Privacy Policy), including any Payment Data or Registration Data You provide, or other Personal Data we receive when You submit an inquiry or request further information, or receive updates and promotions about or related to the Service.
In providing you our Service, Life Design Project will not sell any Personal Data contained in User Data. Life Design Project will not retain, use or disclose the Personal Data You provide to us about Your clients except for the specific purpose of performing our obligations under these Terms of Service, including providing and improving the Service under these Terms of Service, nor will Life Design Project retain, use or disclose Personal Data about your clients outside of our direct business or contractual relationship with You or the legal entity under which You practice or are employed.
We will make no use of PHI that is not permitted by these Terms of Service, the BAA (as defined below) or that is prohibited by applicable law, including but not limited to HIPAA.
It is both Life Design Project and Your responsibility to comply with all applicable privacy and data protection laws and to ensure that You have provided all required notices and obtained all necessary consents (including with respect to third parties access) from Your Users and clients, and that the User (including without limitation Your clients) have agreed to the collection of their User Data (including PHI) and the access of their User Data by You, by us, and, where applicable, other third parties. Any sample documentation that is provided by Life Design Project for obtaining consent or other information from Users is for illustration only, and You alone (and not Life Design Project) are responsible to ensure that such documentation is adequate and enforceable. Life Design Project does not provide legal or compliance advice and You are responsible for retaining competent counsel and advisors for these purposes.
In the event that we receive a subpoena, court order, or other legal request compelling the disclosure of any of your clients’ User Data (including PHI) or any of Your data or information or any User Data, we will notify You of the existence of such subpoena, court order or other legal request prior to disclosing the PHI or other data or information or any User Data, unless ordered to not do so by a court of competent jurisdiction, requested not to do so by law enforcement, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in these Terms of Service, there may be an export feature in the Service which will enable you to retrieve your User Data contained within the Service prior to the account termination date. It is your sole responsibility to either export or request from Life Design Project an export from your Account a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of User Data (including PHI) for your clients pursuant to federal and state law. Life Design Project will destroy the User Data for your Account as provided in Section 25 of these Terms of Service.
9. No Responsibility for Acts of Omissions of Third Party Service Providers
The Service may contain links to, or otherwise allow connections to third-party websites, servers, and online services or environments that are not owned or controlled by Life Design Project. You agree that Life Design Project is not responsible or liable for the content, policies, or practices of any third-party websites, servers, or online services or environments. Please consult any applicable terms of use and privacy policies provided by the third party for such websites, servers, or online services or environments.
10. Your Rights and Obligations with Respect to User Data
In connection with User Data you upload or submit to or which is created by the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Life Design Project to use, retain, copy, and process the User Data in the Service and as contemplated by this Agreement. You agree that by permitting Your Users (including without limitation clients) to upload any Transaction Data into the Service, You hereby automatically at such time grant Life Design Project (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or Life Design Project using the User Data and Transaction Data you submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of Your User Data and Transaction Data as Life Design Project may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to Life Design Project with respect to Your content will survive the termination of your Account to permit Life Design Project: (i) to retain server copies of particular instances of Your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that You have not specifically deleted from the Service. Notwithstanding anything to the contrary herein, or in any payment processing agreement between You and the payment processor (including Stripe), You also hereby provideLife Design Project (and its affiliates) an irrevocable perpetual royalty free, assignable license, authority, and permission to obtain, copy, and use, at Life Design Project’s request, without notice to You, from payment processors, banks, card and ACH processors and gateway provider, which support the Service, all of Your Transaction Data and User Data for purposes of providing You the Service.
11. Payment and Billing Services
In order to use payment processing services and the billing services (“Stripe Payment Processing Services”), You must agree to the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account) and any other applicable Stripe agreement that is available to You when You enroll in the Service and afterward through the Service. No transactions will occur in your Life Design Project account until you click to agree to the Stripe Services Agreement or the Stripe Connected Account Agreement (as applicable). In addition to other terms and conditions herein as it relates to Your clients’ payments to You, You hereby agree that:
● Life Design Project may conduct certain activities related to the Stripe Payment Processing Services such as communication of information about transactions and refunds, Stripe account balance adjustments, the handling of disputes (including chargebacks), as well as other features as described in the Stripe documentation.
● Certain use, recurring, or application fees may be charged to You for Your use of the Stripe Payment Processing Services.
● You will comply with all terms and conditions of your Stripe Connected Account Agreement and not violate such agreement including processing payments from the Prohibited Business List provided in the Stripe Connected Account Agreement.
● Stripe may suspend or terminate the provision of Stripe Payment Processing Services in accordance with the terms of the Stripe Connected Account Agreement.
● Life Design Project may use and may share with Stripe, and Stripe may use and share with Life Design Project, all Transaction Data, Payment Data, data about your Account, your activity on their Stripe accounts, and transactions. In addition, you hereby grant permission to Life Design Project to work with and interact with Stripe, in order to copy your Transaction Data, Payment Data, and User Data from your Account to the Service and Your related Account, for the benefit of facilitating or improving use or interoperability of the Stripe credit card processing services with the Service. As a condition of Life Design Project enabling payment processing services through Stripe Payment Processing Services, You must provide Life Design Project accurate and complete information about You and Your practice and business.
● You agree that in the event that Life Design Project, or Stripe (or other payment processor) is required under applicable law to obtain your consent in order to send You tax forms, tax notices or tax returns (including informational returns such as 1099s) by e-mail or other electronic format, that You hereby provide Your consent to Life Design Project, or Stripe (or other payment processor), as applicable, to send You such notices, forms and returns by e-mail or other electronic format.
Where Your Users pay for your services through the Service, in addition to the terms of the Stripe Connected Account Agreement, the following applies:
● You authorize that outstanding sums due and owing as a result of chargebacks, ACH rejects or reversals, disputes, over-payments, payment errors, and invalidated payments and other refunds or credits (each and collectively “Chargeback(s)”), may be automatically be debited from Your deposit accounts for such purpose on a daily basis and that non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any such deposit accounts, are grounds for an increase in fees, suspension of the Service or termination of this Agreement. In the event of any such occurrence leading to non-payment of any sums due for Chargebacks or otherwise, Life Design Project reserves the right to withdraw such sums from Your biller accounts, offset or net settle these sums (i.e., deduct funds owed from disbursements to You), against future deposits, or withhold future deposits until such sums are paid in full, at any time to ensure payment of the same. The foregoing rights survive termination of this Agreement.
● In the event of a Chargeback, You will be responsible to refund (or allow Life Design Project to chargeback from you) the fee imposed on Life Design Project by the payment processor.
● Life Design Project reserves the right to suspend your Account in the event of excessive disputes or chargebacks.
● Life Design Project reserves the right to withhold payment to You of the funds in Your Stripe account to review for suspicious or fraudulent activity and to prevent payouts during the review period.
● Life Design Project reserves the right to refund transactions that have been classified as fraudulent after investigation.
12. Interruption of Service
Life Design Project may on occasion need to interrupt or suspend the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that Life Design Project is not liable for any interruption or suspension of the Service (whether intentional or not), and You understand that neither You nor any Team Members of Users will be entitled to any refunds of fees or other compensation for interruption or suspension of service. Likewise, You agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
13. Life Design Project’s Intellectual Property Rights and Limited License Granted to You
Intellectual Property Rights. Life Design Project owns Intellectual Property Rights in and to the Service, except User Data, including the Life Design Project Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “Life Design Project Marks”). You understand that such Intellectual Property Rights are apart from any rights You may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that Life Design Project and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the Life Design Project Marks are reserved by Life Design Project. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Life Design Project Marks.
Limited License. Life Design Project hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service specifically as set forth in these Terms of Service and expressly conditioned upon You and Your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by Life Design Project to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the Life Design Project Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than You, (iv) alter or modify the Life Design Project Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the Life Design Project Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
Feedback and other Input. You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to Life Design Project or in using the Service or Website regarding Life Design Project Website, products or Service. You agree that Life Design Project will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by You or our Team Members and that all right title and interest in Feedback is assigned to Life Design Project. The foregoing grant of rights is made without any duty to account to You or any of the foregoing persons or entities for using such Feedback.
14. Software Service
Life Design Project is a Software-as-a-Service platform for professional service providers such as coaches, trainers, consultants, and therapists. Pros can build workflows and offer services using Life Design Project, which includes features such as scheduling & booking, client service delivery, video conferencing, billing & payments, forms, client management, landing pages, automation, reporting, and more.
Software Service Prohibited Conduct and Content
Users of Software Service are solely responsible for their conduct while accessing or using the Software Service. Such conduct will not violate these Terms of Service or any applicable law, contract, intellectual property or other third-party right or commit a tort. Without limitation to the foregoing, You will not:
● Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
● Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Software Service that Users are not authorized to access; or
● Use the Software Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms of Service.
You and Team Members may not upload, store or share any User Data that:
● Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
● Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
● May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; or
● Contains any private or personal information of a third party, a client or patient, without such third party, client or patient’s consent.
By accessing or using the Service, You consent to the processing, transfer and storage of information about You and Users in and to the United States and other countries, where Users may not have the same rights and protections as provided under local law.
15. Marketplace Service
When you create an account with Life Design Project, you agree to provide Life Design Project information that is accurate, complete, and current at all times with respect to You, your profession, specialties, credentials, practice and/or business. Failure to do so constitutes a breach of the Terms of Service, which may result in immediate termination of your account on the Service.
By creating an account and accepting these Terms of Service with Life Design Project, You are opting-in to the Software Service. If You have opted-in for the Software Service, You hereby grant Life Design Project a non-exclusive, world-wide, terminable, royalty-free, assignable, sub-licensable, transferable rights to use Your Marketplace Information, solely in connection with the Software Service. You also irrevocably grant the users of Life Design Project and any other platforms and websites, including third party platforms and websites, the right to access and use Your Marketplace Information. You irrevocably waive, and cause to be waived, for the benefit of Life Design Project, its owners, directors, and third parties that work with Life Design Project, as well as Users any claims and assertions of moral rights, privacy rights or rights of attribution with respect to Your Marketplace Information and information and profiles associated with Your Marketplace Information. By “use” we mean publish, print, transmit, share, copy, publicly perform and display, reproduce, distribute, modify, change, link, translate, remove, analyze, commercialize, and modify, edit and prepare derivative works of Your Marketplace Information and other information and profiles associated therewith. You may opt out of being included in the Marketplace Service by changing the settings in your account.
You and You alone are legally liable and responsible for Your Marketplace Information in the Marketplace Service. You undertake and assume all liability and risks arising out of and/or associated with Your Marketplace Information, including anyone’s reliance on Your Marketplace Information, as published in the Marketplace Service that makes you personally identifiable. You represent that You own, or have the legal entitlement or necessary permissions to post, publish, use and/or authorize the use of Your Marketplace Information. You will not hold Your Marketplace Information or listing or adverts out to be sponsored or endorsed by us.
You are solely and exclusively liable and will indemnify Life Design Project if Your Marketplace Information contains material, wholly or partially, that is false, intentionally misleading, or defamatory; violates any third-party right, including any design right, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
If you opt-in to the Marketplace Service, we may use Your Marketplace Information in various ways, including making it available publicly online or off-line, reformatting it, incorporating it into marketing materials, advertisements and other works, promoting it, distributing it, and allowing others to do the same in line with their own websites and media platforms. Life Design Project may edit or remove Your Marketplace Information at any time at our sole discretion. Life Design Project is not responsible for Your Marketplace Information or its accuracy or completeness.
16. Prohibited Conduct While Using the Service
You agree that You will not, and will cause Team Members and Users to not:
● Post, display or transmit information or data, User Data, or Transaction Data, including the unauthorized use of any payment method, that violates any law, regulation or rule, or the rights of any third party including without limitation Intellectual Property Rights;
● Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation;
● Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personally identifiable information about other users without their consent;
● Engage in malicious, disruptive or other conduct that impedes or interferes with other Users’ normal use of the Service; or
● Attempt to gain unauthorized access to any other User’s Account, password or User Data, or allow more than one person to use an Account.
● You agree that You and your Team Members and Users will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless You, the appropriate Team Member or Users are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Life Design Project all of the license rights granted in this Agreement. You agree that Life Design Project will have no liability for, and You agree to defend (at Life Design Project’s option), indemnify, and hold Life Design Project harmless for, any claims, losses or damages arising out of or in connection with Your use of any User Data.
17. Violation of Terms of Service
Any violation by You, Your Team Members or Users of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation at Life Design Project’s option.
18. Releases
You agree not to hold Life Design Project liable for the actions, or inactions of You or other Users of the Service or of other third parties. As a condition of access to the Service, you release Life Design Project (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have or claim to have with one or more other users of the Service or with other third parties, including whether or not Life Design Project becomes involved in any resolution or attempted resolution of the dispute. If You are a California resident, You waive California Civil Code Section 1542 (as may be amended). The statute currently provides: “A general release does not extend to claims that the creditor or the releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
19. Disclaimer of Express and Implied Warranties
Life Design Project PROVIDES THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE SOFTWARE, THE WEBSITES, THE SERVERS, SOFTWARE SERVICE, MARKETPLACE SERVICE AND TELEHEALTH SERVICE, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, Life Design Project AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON Life Design Project’S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. Life Design Project does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, Software Service, Marketplace Service, Telehealth Service, or your Account, and You understand that You shall not be entitled to refunds or other compensation based on Life Design Project’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
Life Design Project does not guarantee that by mere use of the Software you will be in compliance with HIPAA or other applicable law, and you understand and agree that you are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to your PHI and to otherwise comply with HIPAA and other applicable law.
20. Limitation of Liability
IN NO EVENT SHALL Life Design Project OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), SOFTWARE SERVICE, MARKETPLACE SERVICE, TELEHEALTH SERVICE, THE Life Design Project SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT Life Design Project MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL Life Design Project’S CUMULATIVE LIABILITY TO YOU EXCEED ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You.
21. Indemnification
At Life Design Project’s request, you agree to defend, indemnify and/or hold harmless Life Design Project, its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (i) any breach or alleged breach by You or your Team Members or Users of these Terms of Service, including without limitation your representations and warranties relating to your data, User Data; (ii) claims, losses and causes of action asserted by any Users (including without limitation your clients), (ii) use of the Telehealth Service, Software Service, Marketplace Service, or (iii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. In any matter in which you have agreed to indemnify Life Design Project, without the express written consent of Life Design Project, You may not settle any matter or admit liability if, upon doing so, you are admitting liability or fault on the part of Life Design Project. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
22. Legal Relationship Between You and Life Design Project; No Third-Party Beneficiaries
You acknowledge that Your participation in the Service does not make You a Life Design Project employee and that You do not expect to be, and will not be, compensated by Life Design Project for such activities, and You will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement. There are no third-party beneficiaries, intended or implied, under this Agreement.
23. Suspension and Termination of Accounts
You may terminate this Agreement by closing your Account at any time for any reason. Subject to Life Design Project’s obligations pursuant to Section 8, in such event, Life Design Project shall have no further obligation or liability to You under this Agreement or otherwise. You may not suspend Your own Account. If you suspend Your Account, then the Account will be deemed terminated (see Sections 8 and 25 herein, regarding deletion of your User Data on termination). In addition, Life Design Project may suspend or terminate Your Account, without notice, for breach if You violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. Life Design Project may, at its sole discretion, provide you a grace period prior to termination, in the event of a breach or Your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate Your Account (or the access of any Team Member) if we determine in our discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of Life Design Project or any third party. Under no circumstances, will you be entitled to compensation or a refund for any interruption, suspension or termination, and You acknowledge Life Design Project will have no liability to You or your Team Members or Users in connection with any interruption, suspension or termination.
24. Termination of Licenses Upon Termination of Account
Upon termination of Your Account, all licenses granted by Life Design Project to use the Website, Software, and the Service will automatically terminate, and all User Data in Your Account will be retained no more than ninety (90) days after termination or expiration of Your Account or this Agreement, and deleted on expiration of such ninety (90) day time frame. You are responsible for exporting all account data and ensuring the secure preservation of PHI for your clients pursuant to federal and state law, and ethical requirements. During the time frame beginning on termination or expiration of Your Account, your access to the Service will be terminated.
25. Liability for Unpaid Fees Upon Termination of Account
Upon termination by You or by Life Design Project of your Account, You will not receive any refund of any amounts previously paid and You will remain liable for any charges incurred or unpaid amounts owed by You to Life Design Project.
26. Survival of Terms After Termination
The following terms will survive any termination of this Agreement: Sections 1, 2, 4, 6, 8, 11, 13, 17 and 20 through 36. You will not be entitled to any refund on termination or expiration of the Agreement.
27. Dispute Resolution
In the event of a Dispute between You and Life Design Project (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in County of Los Angeles, California. In the event that there is any Dispute between You and Life Design Project that is determined not to be subject to arbitration pursuant to the preceding sentence, You agree to submit in that event to the exclusive jurisdiction and venue of the state and federal courts located in the County of Los Angeles, California. You agree that this Agreement and the relationship between you and Life Design Project shall be governed by the Federal Arbitration Act and the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Class Action Waiver
Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by You, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
28. Disclaimer of Warranties as to Use Outside of the United States
Life Design Project is a United States-based service. We make no warranty or representation that any aspect of the Service, Software Service, Marketplace Service, or Telehealth Service is appropriate for use outside of the United States or may be used for persons who are not then located outside the United States. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Software is subject to applicable export laws and restrictions.
29. Assignment of Agreement and Account
You may not assign this Agreement or Your Account without our prior written consent. You may not transfer or sublicense any licenses granted by Life Design Project in this Agreement without our prior written consent. We may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement without your consent.
30. Integration, Interpretation of Section Headings and Severability
The agreements, understandings and policies referenced in this Agreement sets forth the entire agreement and understanding between You and Life Design Project with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. Life Design Project reserves the right to modify this Agreement and Terms of Service at any time upon notification to you as provided in Section 32. If any future change is unacceptable to You, You should discontinue using the Service. Your continued use of the Service will always indicate your acceptance of this agreement and any changes to it.
You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and You agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
31. Notices
Life Design Project may provide notice to you and obtain consent from you (1) through the Website (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must submit all notices required or permitted under this Agreement to Life Design Project LLC, c/o Compliance Manager, 9169 W State Street Ste 782, Garden City, Idaho 83714.
32. No Responsibility for Acts or Omissions of Third Party Service Providers
Life Design Project may refer names of certain third party service providers (“Service Providers”) to you upon your request or in connection with the Service. Any Service Providers referred to You by Life Design Project are not owned or controlled by Life Design Project. You agree that Life Design Project is not responsible or liable in any way for the acts or omissions of any Service Providers, including, without limitation, any negligent, willful or illegal conduct. You further agree to conduct your own investigation and due diligence regarding any Service Providers referred to you by Life Design Project. You agree to defend (at Life Design Project’s option), indemnify and hold harmless Life Design Project from all damages, liabilities, claims, expenses and losses relating to the referral of Service Providers to You.
33. Transfer of User Data and Account Ownership
You agree that You are responsible for the provision of access to User Data and the sharing of User Data amongst those who are Users, Team Members or those who are retained by the Account Owner, clients and any family members thereof, in accordance with applicable law. In the event that any Team Member who has access to the Service under the Account dies, becomes disabled or incapacitated or otherwise is unable to provide services to any User, then the Account Owner will be solely responsible for arranging for the transfer of User Data, or modification of access, in compliance with applicable law and Section 4 of these Terms of Service. This includes, but may not be limited to, providing identity verification or execution of necessary authorizations that may be required by Life Design Project or by applicable regulations or licensing bodies. You agree that Life Design Project reserves the right to not transfer User Data or modify access if the foregoing is not provided to the extent required by applicable law. If the Account Owner dies, or otherwise becomes incapacitated, Life Design Project will attempt to identify an appropriate individual to transfer the Account Owner role pursuant to applicable law or regulation, and if an appropriate individual can be identified, will transfer the Account Owner role to that individual as outlined above. Requests for transfer of the Account Owner role, either by the Account Owner or by an individual legally designated to assume Ownership, must be initiated by you by emailing [Customer Email]. You agree that User Data that is PHI may only be accessed by or transferred to an appropriate party, pursuant to HIPAA rules and applicable state regulations.
34. Consent to Electronic Communications
We provide Users information by email or posting through the Website. The emails and other communications You will receive include those relating to billing, account verification, platform and Service training (sometimes called “on-boarding materials), survey requests (for product and customer service improvement purposes), marketing and promotions, and administrative announcements (including related to these Terms of Service, our Privacy Policy, or security incident notifications). You understand that by using the Service and agreeing to these Terms of Service, Life Design Project will send to you the foregoing communication types and You hereby waive any right to opt out of such communications to the extent permitted by applicable law. You are responsible for obtaining either requisite consent or ceasing email communication to a patient or client in the event that such patient or client opts out of receipt of any such communications.
