TERMS OF USE - OVERVIEW

These Terms of Use apply to any visitors to the website for Courtney Little Wellness, LLC, which can be found at https://www.courtneylittlewellness.com (the “Website”). These Terms of Use also apply to any party that receives communications about Courtney Little Wellness, LLC, and/or any of its third party affiliates from time to time, including but not limited to email marketing contents, wellness blogs, e-books, recipes, and various types of content that may be disseminated by or on behalf of Courtney Little Wellness, LLC and/or its members, managers, shareholders, directors, officer, employees, agents, contractors, representatives, attorneys, authorized parties, vendors, affiliates, subsidiaries, and service providers (collectively, where appropriate referred to as “CLW”, and/or the “Company”, and/or “Company Affiliates” and/or any intended derivatives thereof utilized from time to time in the sole and absolute discretion of the Company). These Terms of Use establish the Company’s rights with respect to the Website and your use of the Website, among other things. By using the Website for any and all legal purposes whatsoever, whether the Website is used merely for browsing content for informational purposes only, or whether you purchase of goods and/or services of any kind offered by the Company and/or its Affiliates (the “Services”). These Terms of Use establish a non-negotiable binding agreement between you and the Company. By continuing to use the Website, and in consideration of your continued access thereto, you agree to be bound by these Terms and the policies and materials incorporated by reference herein, including the Company’s Privacy Policy, as it may be amended the Privacy Policy.

NOTE: If you do not agree to be bound by these Terms of Use, the Privacy Policy and any other agreements incorporated by reference herein, any further use of the Website is expressly prohibited and the authority to use the Website for any purpose whatsoever is immediately revoked. Continued use of the Website in disregard of the revocation of your authorized use is a violation of Local, State, and/or Federal Law, availing to the Company the remedies set forth herein.

AMENDMENT OF TERMS

We may revise and update these Terms from time to time in our sole discretion. All changes made will become effective immediately upon the posting of we post such changes or updates and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction section in these Terms will not apply to any disputes for which the parties have actual notice before the date the revised Terms are posted on the Website.

NOTE: Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page and review these Terms from time to time so you are aware of any changes, as they are binding on you.

CHANGES TO THE WEBSITE

We may update the content on the Website from time to time, but its content is not necessarily complete or continuously up-to-date. Although the Company makes a strong effort to keep all relevant terms relating to Services, policies, and terms governing the provision of Services to clients, it is possible that certain material on the Website may be out of date at any given time, and we are under no obligation to update such material. For example, posts on our blog, while accurate at the time written and posted, may become out of date or obsolete because of changes in law, regulation, market conditions, or accepted practices.

NO MEDICAL ADVICE PROVIDED

The Website is intended to provide you with a convenient way to review the type and nature of the Services we offer, among other things. It provides Website visitors with a general understanding of the features, characteristics, and relative advantages and disadvantages of the types of business services offered by the Company under Massachusetts law. While this discussion necessarily includes an assessment or comparison/contract of broad range of health and wellness suggestions, concepts, programs, concerning treatment, goods and services suggested by the Company depending on various circumstances. The Website does not medical advice to any person or entity as that term is defined under state and federal regulation and the self-regulatory organizations for attorneys in each state, which may only be provided by licensed attorneys. The Company is not a medical practice of any nature or type and does not and will not provide you with medical advice under any circumstances.

CLW and its employees, agents, representatives, and sales associates are not at any time acting as your attorney. Further, no attorney-client or other privilege applies to the communications between you and the Company, meaning that any discussions, notes or records, and the content thereof, can be subject to disclosure pursuant to a valid subpoena, other judicial disclosure order, or federal or state law enforcement requests.

Nothing on this Website is to be used as a substitute for medical advice, and the Company urges you to contact your medical physician should you feel it necessary or appropriate. The Company is a Health and Wellness service; you are solely responsible for any actions or inactions taken in reliance on any information on the Website.

CUSTOMER SATISFACTION IS OUR PRIORITY

CLW is committed to ensuring your satisfaction with all our Services and support. If you are not satisfied with our Services, please contact a CLW representative immediately by email sent to [email protected] We will address your concern promptly by assigning your request to a manager who will work with you to attempt to resolve your issue or concern.

ACCESSING THE WEBSITE AND ACCOUNT SECURITY

We reserve the right to temporarily or permanently shut down or remove access to all or part of the Website, and any service or material we provide on the Website, in our sole discretion, with or without notice. We will not be liable to you if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. This may occur in the process of servicing the Website, amending all or a portion of the Website’s content, or adding additional functionality and features to the Website, among other things.

USER RESPONSIBILITIES

Making all arrangements necessary for you to access the Website e.g., appropriate hardware and software; Ensuring that all persons who access the Website through your internet connection are aware of these Terms and comply with them; If you register to become a client of the Company through provision of personal data through the Website, protecting the confidentiality of your username and password used to access your account on the Website and/or any other platforms utilized in connection with the Services provided by the Company; Ensuring that any person(s) using your account is not violating these Terms, any other agreement you may have with the Company, or any provision of federal or state law or regulation; Maintaining accurate contact information for your account; this is particularly important for clients of the Company, as Massachusetts law requires that a registered agent maintain current and correct contact information for its clients and provides that a failure to do so may result in our resignation as registered agent, among other things.

REGISTRATION FOR SERVICES

If you elect to use our Services, you will be given access to an account maintained by the Company through is nutrition software platform for which the Company will provide information regarding such Services and other matters. When you register for such an account to use these Services, you will be required to provide certain personal information about yourself. You agree to provide true, accurate and complete information about yourself, and to update this information when it changes. If you provide any information that is untrue or inaccurate, not current, or incomplete, or if CLW suspects that your information is untrue or inaccurate, not current, or incomplete, CLW may, in its sole discretion, suspend or terminate your account and refuse current or future access to any Service. More broadly, CLW has the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time, including if, in our opinion, you have violated any provision of these Terms or the account has been compromised through unauthorized access.

ANY PERSONAL INFORMATION SUPPLIED IN CONNECTION WITH A CLIENT ACCOUNT WILL BE SUBJECT TO THE TERMS OF OUR PRIVACY POLICY. AS FUNDAMENTAL POLICY, AS STATED IN THE PRIVACY POLICY, THE COMPANY DOES NOT SELL YOUR INFORMATION TO ANYONE FOR ANY PURPOSE.

You must treat as confidential any username, password or any other piece of information you select or is provided by the Company, and you must not disclose it to any other person or entity. If you create an account, you also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to take reasonable steps to ensure the security of your account access information, such as signing out of your account at the end of each session and/or using extra caution when using a public or shared computer. The Company is permitted to rely upon directions, instructions, or other information transmitted from or entered into the account until we are instructed otherwise, and shall have no liability, therefore.

COMMUNICATIONS FROM THE COMPANY

If you sign up for an account or if you sign up to receive them, the Company may choose to send you limited materials, such as notices letting you know of problems with the site or with services offered by CLW or presenting you with the opportunity to review for purchase selected products and services.

As set forth in the Privacy Policy, you may elect during registration not to receive certain of these materials, and you may start or stop receiving such materials at any time by sending an e-mail to the address listed in the Privacy Policy.

INTELLECTUAL PROPERTY RIGHTS AND PERMISSIONS

The Website and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by the Company, its licensors or other providers of such material, The foregoing materials are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms permit you to use the Website for your direct use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as listed herein.

PERMISSIONS: Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; You may store files that are automatically cached by your Web browser for display enhancement purposes; You may print or download a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution; Where, or if at a given time we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications; Where we provide social media features with certain content, you may take such actions as are enabled by such features; You may print copies of our blog posts, articles, white papers and other materials as you see fit for personal, educational, or other reasonable non-commercial use, although the Company may permit commercial or related uses otherwise prohibited in its sole discretion upon a prior written request by a Website user.

PROHIBITIONS: You may not modify copies of any materials from this site; Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site; Attempt to spoof or mimic the appearance or functionality of the Website; Reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from the Website or the functions therein or materials thereon; You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage or users; You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Website or Content without CLW's prior written permission.

REQUESTS: If you wish to make any use of material on the Website other than that set out in this section, please address your request to the Company by sending an email to [email protected]. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. Violation of the foregoing may result in our termination of services to you and/or resignation of our role as registered agent for entities affiliated with you, as permitted by Massachusetts law, if applicable.

TRADEMARKS

Courtney Little Wellness, LLC, CLW, the CLW logo, and Courtneylittlewellness.com and all related names, logos, product and service names, designs and slogans are trademarks of Courtney Little Wellness, LLC and all other trademarks, service marks and trade names used on the Website are the property of their respective owners. None of the trademarks discussed above may be copied, downloaded, or otherwise exploited without the permission of CLW or the owner of such trademark, service mark, or trade name, as applicable.

PROHIBITED CONDUCT

It is a condition of your use of the Website that you do not in any way that violates any applicable federal, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries; For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; Restrict or inhibit any other user from using the Website; Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation, any images or other material depicting nudity; Post or transmit comments containing harassing or offensive language, including sexual references, sexual nicknames, racial slurs, hate propaganda, hate mongering, swearing, or rude or deliberately offensive comments, or engage in disruptive activities online, including excessive use of scripts, sound waves, scrolling (repeating the same message over and over), or use of viruses, bots, worms or trojan horses; Post or transmit any information, software or other material that is fraudulent or violates or infringes the rights of others, including material that violates privacy or publicity rights, or infringes copyright, trademark or other proprietary rights, without first obtaining permission from the owner or right holder, including copyrighted material distributed without permission; Post or transmit any information, software or other material that contains a virus or other harmful component; Post, transmit or in any way exploit any information, software or other material for commercial purposes or that contains advertising, “junk mail,” “spam,” or “chain letters”; Solicit other users to join, become members of, or contribute money to any online service or other organization, advocate or attempt to get users to join in legal or illegal schemes or plan or participate in scams involving other users; Impersonate CLW or its employees, any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity; Resell, redistribute, broadcast or transfer the information or use the information derived from the Website in a searchable, machine-readable database; Use the Website to collect personally identifying information about users of the Website in violation of our Privacy Policy; Disguise a file type to thwart CLW’s detection processes; Post or transmit any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; Attempt to gain unauthorized access to other computer systems or networks connected to the Website or otherwise attempt to interfere with the proper working of the Website; or Use our address, telephone number, or other contact info absent the Company’s consent. (Certain mail forwarding services permit a registered agent client to use our contact information in specific, authorized ways.)

NOTE: The Company, at its sole discretion, shall determine whether any behavior, action, inaction, or information transmitted or received violates this provision.

MONITORING CONDUCT; ENFORCEMENT

We have the right to remove or refuse to post any user contributions or blog post comments for any or no reason in our sole discretion; Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms. The Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. The Company accepts no liability or responsibility to anyone for the performance or non-performance of the activities described in this Section. You acknowledge and agree that the Company reserves the right to, and may from time to time in its sole discretion for any reason or no reason, monitor any and all information transmitted or received through the Website for operational and other purposes. During monitoring, any such transmitted or received information may be examined, recorded, copied, and used for authorized purposes in accordance with the Privacy Policy. Use of the Website constitutes consent to such monitoring. Furthermore, the Company reserves the right at all times to disclose any information, including any posted on any portion of the Website, as necessary to satisfy any law, regulation, valid subpoena, or federal or state law enforcement or governmental request.

SUBMISSIONS BY USERS

Any testimonials or other comments or posts on our blog, podcast, or other creative forum by Website users or those with an account on the Website, Comments, shall be deemed, and shall remain, the property of CLW, and shall otherwise be subject to the provisions below. You represent and warrant that you are authorized to grant all rights in any Comments to the Company. Disclosure, submission, or offer of any Comments shall constitute an assignment to CLW of all worldwide rights, titles, and interests in all copyrights and other intellectual property rights in such Comments. CLW may edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to CLW and will own exclusively all such rights, titles, and interest and shall not be limited in any way in its use, commercial or otherwise, of the Comments. CLW is and shall be under no obligation to: (1) maintain any of your or any user’s Comments in confidence; (2) to pay to you or any user any compensation for any Comments; or (3) to respond to any of your or any other user’s Comments.

RELIANCE ON INFORMATION POSTED

The information presented on or through the Website is made available solely for general information purposes. We do not guarantee the accuracy or completeness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and others. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third party. The Company may rely on third-party statistical, survey, or other information or figures in its discussions on the Website or in the Company’s blog. The Company makes every attempt to only rely on sources it believes to be accurate and verified but is not responsible for the accuracy or completeness of such information or sources.

ONLINE PURCHASES AND OTHER TERMS AND CONDITIONS

All contracting for Services through the Website or other transactions you make on the Website will be governed by separate agreements for such services, Services Agreements. In connection with your Services Agreements, you will have the opportunity to review, carefully read through, and, if you choose, ask the Company’s staff questions regarding the relevant agreements. Your payment for and acceptance of these Services constitutes your agreement to the applicable Services Agreements.

LINKING TO THE WEBSITE AND SOCIAL MEDIA FEATURES

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of our reputation or standing, but you must not establish a link in such a way as to suggest any form of association with your website, business, or other venture, or our approval or endorsement on our part without our express prior written consent. This Website may provide certain social media features that enable you to Link from your own or certain third-party websites to certain content on this Website; Send e-mails or other communications with certain; Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites; You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not Establish a link from any website that is not owned by you; Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms.

LINKS FROM THE WEBSITE

Where the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. These Links include links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of the Third-Party company site content or links, and the Company shall not be responsible for them or for any loss or damage that may arise from your access, use, or reliance upon them. We do not endorse or recommend the use of any website links, but rather only the individuals referenced. If you decide to access any Advertisement Leak, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees, including reasonable attorneys’ fees arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website, or any misconduct or illegality involving the foregoing.

DISCLAIMERS AND LIMITATIONS ARE MATERIAL TERMS

You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in these Terms are material terms and that they have been considered in the decision by the Company to operate the Website in connection with its business.

LEGAL PROVISIONS

Complete Agreement - The Company’s Terms of Use and any amendments thereto, constitute the complete and exclusive statement of agreement among the parties with respect to the subject matter described herein by and among any of the Parties relating to the subject matter hereto. This Agreement may not be amended except by the Company. Subject to the provisions of this Agreement, this Agreement is binding on and inures to the benefit of the parties hereto.

Headings - The headings and captions contained herein are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

No Third-Party Beneficiary - This Agreement is made solely and specifically among and for the benefit of the parties to it, and their respective successors and assigns, subject to the express provisions of the agreement relating to successors and assigns, and no other person has or will have any rights, interest, or claims under this Agreement as a third-party beneficiary or otherwise.

Remedies - No remedy or election hereunder shall be deemed exclusive but shall be cumulative with all other remedies available at law or in equity.

Severability - If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

Enforceability - The Parties acknowledge that in certain instances a provision of this Agreement may not be enforceable or that its enforceability may be limited by applicable Law. Nevertheless, the Parties agree that they intend to be bound by the terms of this Agreement and, if any provision is held to be unenforceable, the Parties agree to use their reasonable efforts to implement an alternative enforcement mechanism that would affect, as closely as possible, the intent of the Parties as reflected in or provided by the unenforceable provision. Moreover, each Party agrees that, if any corporate formality or other procedure is not expressly mandated by Law or the provisions of this Agreement to be taken by the Parties but the enforceability of any provision of this Agreement would be enhanced if the Parties act in accordance with such corporate formality or other procedure, the Parties agree to act in accordance with such corporate formality or other procedure to the extent recommended by counsel to the Company and its Subsidiaries in the relevant jurisdiction.

Further Assurances - Each Party hereto or Person subject hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other Party hereto or Person subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Waiver - No waiver of any term or provision hereof or consent to any action hereunder shall constitute a waiver of any other term or provision hereof or consent to any other action hereunder, whether or not similar. No waiver or consent hereunder shall constitute a continuing waiver or consent hereunder or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

Governing Law - This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive Laws of the Commonwealth of Massachusetts, without giving effect to the choice of law principles. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Massachusetts state or federal court sitting in the Suffolk County. The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Massachusetts for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above- named courts, that its property is exempt or immune of from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

Force Majure - No Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, Pandemic, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

Attorney Fees - If any litigation or other legal proceeding relating to this Agreement occurs between the Parties, the prevailing party may be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorneys' fees and costs incurred in such litigation or proceeding.