This Agreement sets forth the terms and conditions of your use of the Wellness Foundations LLC's ("Wellness Foundations") Nutritional Analysis System web site (the "Site") and your use of any other Wellness Foundations services (the "Services"). To complete the user Membership (the "Membership") registration process you must acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement and any rules or policies that are or may be published by Wellness Foundations from time to time. Your Membership will become effective when accepted by Wellness Foundations. Wellness Foundations may elect to accept or reject your Membership registration application for any reason at its sole discretion.

1. Who We Are
Wellness Foundations is a Nevada Limited Liability Company engaged in the business of providing holistic health-related services.

You agree and acknowledge that Wellness Foundations is not liable or responsible in any way for any errors or omissions or any other actions arising out of or related to your Membership and use of the Site or any other Wellness Foundations Services. You further agree to indemnify, defend and hold harmless Wellness Foundations and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Site or any other Wellness Foundations Services.

2. Fees
As consideration for the services provided by Wellness Foundations to you, you agree to pay Wellness Foundations, prior to the effectiveness of your Membership, the then-current amounts set forth in the Wellness Foundations price schedule for the initial term and, should you choose to renew the Membership, the then-current amounts set forth in the Wellness Foundations Price Schedule for any subsequent renewals of the Membership and, should you choose to use any other of the Services, the then-current amounts set forth in the Wellness Foundations Price Schedule. All fees are denominated in United States dollars.

All fees are non-refundable, in whole or in part, even if your Membership is suspended or cancelled prior to the end of your then-current Membership term. Wellness Foundations reserves the right to change fees, surcharges, and renewal fees or to institute new fees at any time, for any reason, at our sole discretion.

If you choose to upgrade your free Guest Membership to a Full Membership or a Counselor Membership or to renew a Full or Counselor Membership, the Full or Counselor Membership will not be accepted unless we receive actual payment of the Membership registration or renewal fee, or reasonable assurance of payment of the Membership registration or renewal fee from some other entity (such reasonable assurance as determined by Wellness Foundations in its sole discretion).

In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) in connection with the payments of the registration or renewal fee for your Membership, you agree and acknowledge that Wellness Foundations will reinstate your Membership solely at our discretion, and subject to our receipt of the applicable Membership registration or renewal fee and our then-current reinstatement fee, currently set at US$100 but subject to change under the terms of Section 4 of this Agreement.

You will be notified at least thirty (30) days prior to when a Membership renewal fee is due. If you do not renew your Membership before its expiration date your Membership will expire and you will no longer have use of the Site or Services. You agree that Wellness Foundations will not be responsible for cancelled Memberships that you fail to renew. If you fail to renew your Membership in a timely fashion additional charges may apply.

If you fail to renew your Membership, you agree that Wellness Foundations may, at its sole discretion, renew your expired Membership on your behalf. If Wellness Foundations decides to renew your expired Membership on your behalf it will be placed on Hold and you will have a Renewal Grace Period during which you may reimburse Wellness Foundations for the Membership renewal and keep your Membership. The Renewal Grace Period is currently 10 days but is subject to change under the terms of Section 4 of this Agreement. If you do not reimburse Wellness Foundations for the renewal during the Renewal Grace Period your Membership will be cancelled.

3. Counselors and Members Enrolled With A Counselor ID
3.a. Counselors
Any Member of the site may be granted Counselor status once proof of their professional status has been verified by means specified by Wellness Foundations from time to time. Counselors are issued a Counselor ID (the "ID") for use by their clients when a client enrolls for Membership. Members that enroll using an ID are referred to as "Sponsored Members." Sponsored Members receive a fee discount when they enroll as Members. Each enrollment of a Sponsored Member grants the Counselor an extension to the term of Membership. See the Price Schedule for current pricing and extension information. You understand and agree that the pricing and extensions granted may change from time to time as published in the Price Schedule.

Counselors agree and understand that direct support for their Sponsored Members is the responsibility of the Counselor. Counselors that repeatedly fail to support their Sponsored Members may have their ID cancelled and revoked at Wellness Foundations' sole and exclusive discretion. Technical issues with the site remain the responsibility of Wellness Foundations. You agree to report technical issues to Wellness Foundations in a timely fashion.

Counselors are granted access to their Sponsored Members' Intake and Trends screens where the Counselor may enter or edit intake data and may access the Trends analysis of their Sponsored Members. The Counselor will have no access to the Sponsored Members' personal information.

If your Counselor status is revoked either by your voluntary withdrawal, cancellation as provided for in this Agreement, or your de-accreditation or similar, your access to your Sponsored Members' Intake and Trends screens will cease and your Sponsored Members will be converted to regular Members.

3.b. Sponsored Members Enrolled With A Counselor ID
Use of a Counselor ID when enrolling for Membership causes the Member to be classified as a Sponsored Member. As a Sponsored Member you agree and understand that your Counselor is responsible for providing you direct support for the Site and its functions. You agree and understand that your Counselor will have access to your Intake and your Trends screen, but no access will be granted to your personal data found in your Profile under the "My Profile" tab.

If your Counselor's status is revoked for any reason, you agree and understand that your Sponsored Membership will be converted to a regular Membership and that your fee structure will change as reflected in the then current Price Schedule. You may voluntarily convert your Sponsored Membership to a regular Membership by providing notice to Wellness Foundations, at which time your Counselor will no longer have access to your Intake and Trends screens and your renewal fees will become those of a regular Member at the then current rates in the Price Schedule.

4. We Do Not Provide Medical Advice
The information on this Site has been obtained from authentic and reliable sources and is intended for informational purposes only. Although great care has been taken to ensure the accuracy of the information presented, the author and publisher cannot assume responsibility for the validity of all materials presented or the consequences for their use.

The information on this Site is not intended to take the place of medical advice from a trained medical professional and should not be construed as personal medical advice or suggested treatment. You are advised to consult a physician or other qualified healthcare professional regarding treatment of any health problems or before acting on any of the information on this Site. Material on this Site does not imply diagnosis or treatment. No information on this Site is intended to create any standard of medical care.

5. Changes to Agreement
You acknowledge that the Site and the Services are evolving, and therefore you agree that Wellness Foundations may modify this Agreement at its sole discretion at any time if necessary to adjust to changing business circumstances. Your continued use of the Site or Services shall constitute your acceptance of this Agreement with the new modifications. If you do not agree to any of such changes, you may request that your Membership be cancelled. You agree that such cancellation will be your exclusive remedy and our sole liability if you do not wish to abide by any changes to this Agreement.

6. Membership Registration Information and Its Use
6.a. Information You Are Required to Submit
You hereby agree and acknowledge that, as part of the Membership registration process, you are required to provide certain information and to update promptly this information as needed to keep it current, complete and accurate. The information you are obligated to provide and keep current in connection with your Membership is your full name, postal address, e-mail address, voice telephone number, and fax number, if available.

You agree and acknowledge that when you renew your Membership, the type of information you are required to provide may have changed. If you do not wish to provide the new required information, your Membership may not be renewed.

All other information that we may request from you during Membership registration is voluntary.

6.b. Additional Information Maintained About Your Membership Registration
In addition to the information you provide, we maintain records relating to your Membership registration. These records may include:

i.		The original date and time of the Membership registration;
ii.		Communications (electronic or paper form) constituting Membership registration or renewal orders, modifications, or terminations and related correspondence between you and us;
iii.		Records of account for your Membership registration, including dates and amounts of all payments and refunds;
iv.		The expiration date of the Membership registration; and
v.		Information regarding all other activity between you and us regarding your Membership registration and related Services.

6.c. Obligations Relating to Provided Data
You acknowledge that willfully providing inaccurate or unreliable information or willfully failing to update information promptly will constitute a material breach of this Agreement and will be sufficient basis for cancellation of your Membership registration. You further agree that your failure to respond for over fifteen (15) calendar days to inquiries by Wellness Foundations concerning the accuracy of contact details associated with your Membership registration shall constitute a material breach of this Agreement and will be sufficient basis for cancellation of your Membership registration.

6.d. Disclosure and Use of Registration Information
You agree and acknowledge that Wellness Foundations will make available Membership registration information you provide or that we otherwise maintain to other third parties as applicable laws may require or permit. You further agree and acknowledge that Wellness Foundations may make directly available to third party vendors, some, or all, of the Membership registration information you provide, for targeted marketing and other purposes as required or permitted by applicable laws. You acknowledge and understand that we provide a mechanism so that you may opt out of the sharing of Membership registration information for purposes of targeted marketing in your Profile's settings.

We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations that we describe in this Agreement.

Wellness Foundations will take reasonable precautions to protect the information obtained from you from loss, misuse, unauthorized access or disclosure or use, or alteration or destruction, of that information. Wellness Foundations will have no liability to you or any third party to the extent such reasonable precautions are taken.

7. Ownership of Data
You agree and acknowledge that Wellness Foundations owns all database, compilation, collective and similar rights, title and interests worldwide in our various databases, and all information and derivative works generated from the Wellness Foundations databases. Additionally, you hereby grant to Wellness Foundations a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up right and license to use in our business, however it evolves, including the rights to copy, distribute, display, perform, transmit, prepare derivative works from or otherwise use without restriction (other than as set forth in Section 6(d) of this Agreement) the following information: (a) the original creation date of the Membership, (b) the expiration date of the Membership, (c) your name, postal address, e-mail address, voice telephone number, and where available fax number, (d) any remarks concerning your Membership that appear in our databases, and (e) any other information we generate or obtain in connection with your use of the Site or our Services.

Wellness Foundations does not have any ownership interest in your specific personal registration information other than our rights in our databases, as set forth in this Section 6.

8. Agents and Licenses
Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. Nothing contained in this Agreement shall be construed as granting any rights to any Wellness Foundations logos, trademarks, service marks, or other Wellness Foundations intellectual property.

9. Limitation of Liability
YOU AGREE THAT Wellness Foundations WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) SUSPENSION OR LOSS OF YOUR MEMBERSHIP REGISTRATION, (b) USE OF YOUR MEMBERSHIP REGISTRATION, (c) INTERRUPTION OF BUSINESS, (d) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) ACCESSED IN RELATION TO YOUR USE OF THIS SITE OR SERVICE(S), (e) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, (f) EVENTS BEYOND Wellness Foundations' REASONABLE CONTROL, (g) THE PROCESSING OF THIS APPLICATION, OR (h) APPLICATION OF ANY GOVERNMENTAL OR SUCCESSOR ORGANIZATION'S ADOPTED POLICIES. Wellness Foundations ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF Wellness Foundations HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Wellness Foundations' MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR MEMBERSHIP REGISTRATION, BUT IN NO EVENT GREATER THAN FIVE HUNDRED DOLLARS ($500.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnification of Wellness Foundations
You agree to defend, indemnify and hold harmless Wellness Foundations and their directors, officers, employees and agents from and against any and all claims, loss, damages, liabilities, costs, and expenses including reasonable legal fees and expenses arising out of or relating to the Membership or use of the Wellness Foundations Site or Services.

11. Representations and Warranties
You represent that, to the best of your knowledge and belief, neither the Membership nor the manner in which it is directly or indirectly used infringes the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your Membership is accurate and current. USE OF THIS SITE AND ALL SERVICES ARE PROVIDED TO YOU "AS IS." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR USE OF OUR SITE OR SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

12. Breach and Revocation
Wellness Foundations reserves the right to suspend, cancel or modify your Membership in the event (a) you materially breach this Agreement and do not cure such breach within thirty (30) days of notice by Wellness Foundations, (b) you use your Membership in connection with unlawful activity, or (c) grounds arise for such suspension, cancellation or other modification as provided for in this Agreement.

You further acknowledge and agree that Wellness Foundations shall have the right in its sole discretion to suspend, cancel or otherwise modify a Membership upon seven (7) calendar days prior written notice, or at such time as Wellness Foundations receives a properly authenticated order from a court of competent jurisdiction, or arbitration award, requiring the suspension, cancellation or modification of the Membership.

13. Governing Law
This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Nevada, as if the Agreement was a contract wholly entered into and wholly performed within the State of Nevada.

Any action to enforce this Agreement or any matter relating to your use of the Wellness Foundations Site shall be brought exclusively in the United States District Court of Nevada, or if there is no jurisdiction in such court, then in a state court in Nevada. Notwithstanding the foregoing, for the adjudication of disputes concerning or arising from use of Memberships registered hereunder, you shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts where Wellness Foundations headquarters are located, currently Scarborough, Maine.

14. Notices
You agree that, unless other instructions are posted on the Wellness Foundations Site, any notices required to be given under this Agreement will be deemed to have been given if delivered by e-mail or fax, or sent by certified mail, return receipt requested, or by Federal Express or other recognized overnight delivery service to each of the parties in accordance with the most current contact information you have provided to us, and the contact information for Wellness Foundations posted on the Wellness Foundations Site. All notices shall be effective upon receipt, except that e-mail and fax notices shall be effective upon transmission.

15. General
This Agreement, together with all modifications, constitutes the complete and exclusive agreement between you and Wellness Foundations concerning your use of the Wellness Foundations Site and Services, and supersede and govern all prior proposals, agreements, or other communications.