Service Agreement

Welcome to our website. This Service Agreement is a continuation of our commitment to you as a Customer.

LIFEWISE EDUCATION LIMITED, Company Number: 12039833 is registered to the following address: Northern And Shell Building, 10 Lower Thames Street, London, United Kingdom, EC3R 6EN. LIFEWISE EDUCATION LIMITED will be known as “LifeWise” from this point onwards.

The following Service Agreement is legally binding on Customer upon execution of a Subscription. It is assumed that this document has been read and understood if the website is being used and if a Subscription has been completed. Potential Customers also agree that they have read and understood this Agreement and agree to be held to its full legal power.

Unless LifeWise explicitly states otherwise, any new features that augment or enhance the Service and/or any new Service(s) subsequently purchased by the Customer will be subject to this e Service Agreement.
This Service Agreement (as may be updated from time to time) posted at www.getlifewise.com/service-agreement. Any questions or complaints concerning LifeWise’s Service Agreement can be directed to [email protected]

 

1.Definitions

1.1In this Service Agreement, the following definitions will apply:

Account Contact
means the individual(s) designated by Customer as its contact responsible for the overall relationship between Customer and LifeWise.

Agreement
means this Service Agreement.

Confidential Information
means (i) the terms (but not the fact) of the Agreement, (ii) Customer Data, (iii) LifeWise software, documentation, technical data and any reports including third-party reports provided by LifeWise to Customer, (iv) Content (other than Content that is publicly available), and (v) any information that is clearly identified in writing within thirty (30) days of disclosure as confidential or should reasonably be understood by the recipient to be confidential.

Contract
refers to a separate written agreement with LifeWise intended to be enforced alongside this Agreement

Customer Default
: means any act or omission by the Customer or failure by the Customer to perform any relevant obligation as inferred on them in this Agreement

Customer Account:
the overall account created by LifeWise for the Customer in connection with all Services provided by LifeWise to the Customer.

Content
means information and data from LifeWise or its suppliers available by means of the Service or on LifeWise’s website regarding the features, operation, and use of the Service.

Customer
or (Client) means the individual or legal entity that enters into the Agreement by purchasing the Product.

Customer Data
means data, information or material provided or submitted by Customer or any User to LifeWise and any copies LifeWise makes of any data. “Sensitive Data” means any bank, financial, credit or debit card, personal health or similar information, or personally identifiable information in any Customer Data.

Delivery
: defined as executing the Product content to Subscribers

Due Date
: the date payment should be received in full by LifeWise from the Customer for the provision of Services.

User
means a single individual that has access at any time during the term of this Agreement. Authorization for online access of a User to the Service arranged for under this Agreement, whether actually used or not, is called a “User Account”.

Personal Information
: means Customer Proprietary Network Information as that term is or may be hereinafter defined in Section 221(f) of the Communications Act of 1934, as amended, and as further defined and regulated by 47 U.S.C. Section 222, as amended.

Service
means (i) LifeWise’s online service’s (ii) Subscription to the Product (iii) Delivery or (iv) any third party service or product that is included in the Service or described in the Contract, which is not provided under separate agreement between Customer and the third party. Unless expressly provided for in writing between LifeWise and the Customer, any third party services or products are provided “as is” and without any warranty, indemnity, or support of any kind. LifeWise reserves the right to make changes and update to the functionality of the Service from time to time without the prior written consent of the Customer.

Set Up
meaning the steps needed to be taken by LifeWise for the Super User, Account Contact or User(s) to login.

Product
means defined as the 1 or 3 year programmes available on our website and available to be subscribed to.

Subscription
means as a completed payment for the Product by a Subscriber

Subscribers means any school or other similar business that becomes a Customer and purchases the Product offered by LifeWise

Super User
defined as an account within the Customer Account that has oversight over all Customers User’s.

Potential Customer
is defined as an individual who has shown an interest in the Services provided by LifeWise by using or accessing the LifeWise website or who LifeWise has been demonstrated or explained the Services to.

Initial Payment
is defined as the first payment invoiced to Customer.

 

2.Restrictions on Use

2.1 Customer may not do any of the following; sublicense, resell or supply the Service for use by any other organisation, entity, business, school, enterprise or individual without LifeWise’s prior written consent. The Customer acknowledges that this list is non-exhaustive.

2.2 Customer is initially authorised to permit use by the number and name of User Accounts listed in the Set Up by Super User. Customer, by its authorised Account Contact/Super User, may add to the number of User Accounts by contacting LifeWise customer support by email at [email protected], or phone or by utilising applicable management features of the Service.

2.3 Customer is permitted to store, print, and display the Content only for its own (or as applicable his or her own) business use in connection with use of the Service. Customer may not alter, resell or sublicense the Service or provide it as a service bureau as set out under Clause 2.1. Customer agrees not to reverse engineer the Service or its technology. Customer will not use or access the Service to: (i) build a competitive product or service, (ii) make or have made a product or service with similar features, functions, text, or graphics, (iii) make derivative works based upon the Service or Content, or (iv) copy any features, functions, text, or graphics of the Service or the Content. Customer will not “frame” or “mirror” the Service. Use, resale or exploitation of the Service and/or the Content except as expressly permitted in the Agreement is prohibited. Customer agrees to be subject to restrictions on use in this Service Agreement.

2.4 To be clear; unless specifically stated within the Agreement, Customer may not use information from the Service for the outside benefit of the Customer, including but not limited to testimonials, scores, reviews, feedback and performance unless prior written consent has been given by LifeWise. Each violation will be subject to a £20,000 fine and potential termination of the Service at LifeWise’s discretion.

2.5 LifeWise shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default and or terminate the Services immediately without the requirement to offer a refund to a Customer.

2.6 LifeWise shall not be liable for any losses resulting from a Customer Account being disabled due to Customer or related party that has access or obtained access to Customer Account’s through no fault of LifeWise, or resulting from a breach of the Agreement by Customer or related third party.

2.7 Customer acknowledges that the Customer is the data controller with respect to Customer Data and that Customer shall comply with all laws applicable to it and/or with respect to the Customer Data. Customer shall obtain and provide all legally required consents and notices from its customers, parents, data subjects and/or Users with respect to (i) any Customer Data submitted to the Service which may be provided to LifeWise for the purpose of providing the Service and (ii) that Customer Data may be processed or stored in a foreign jurisdiction: and (iii) outside the “Safe Countries”.

2.8 Customer shall not submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively “Objectionable Matter”). The Customer acknowledges that this list is non-exhaustive and shall not be limited to the instances as set out above. Customer will be responsible to ensure that its Users do not submit any Objectionable Matter and will be responsible for actions of its Users. In addition, LifeWise may, at its option, adopt rules for permitted and appropriate use and may update them from time to time on the LifeWise website; Customer and Customer’s Users will be bound by any such rules. Customer and Customer’s Users will comply with all applicable laws regarding Customer Data, use of the Service and the Content, including laws involving private data and any applicable export controls. LifeWise reserves the right to remove any Customer Data that constitutes Objectionable Matter or violates any LifeWise rules regarding appropriate use, but is not obligated to do so. LifeWise reserves the right to remove any personal information of an individual upon request from such individual.

2.9 Customer shall not use the Service for Unsolicited Commercial Use (in any event. For purposes of the Agreement, UCU includes any phone contact, email or other electronic communication that is at the request of Customer to a person with whom Customer has no prior business relationship or who has not consented or opted out to receiving the communication, and any other email transmission that violates any law prohibiting the transmission of spam or unsolicited communications. Without limiting the foregoing restrictions regarding UCU, Customer shall not (a) do anything that has the effect of concealing the identity of Customer or any User sending the email; (b) send or cause to be sent any UCU to a person unless such communication also provides the recipient with a visible and user friendly means of opting out of future communications; or (c) engage in any activity which is reasonably likely to lead to complaints of UCU. Customer agrees to ensure that its Users do not violate the foregoing UCU restrictions. No later than 14 days after receiving a request from LifeWise, Customer shall provide LifeWise with the names and contact details of a primary and backup contact who will be responsible for responding to any complaints of UCU. LifeWise will promptly notify Customer of any complaint that LifeWise receives from a third party concerning alleged transmission of UCU by Customer. Customer shall investigate the complaint and notify LifeWise within one business day (or such further period as may be agreed in writing by the parties) of action that Customer has taken in response to the complaint. If the complaint has not been resolved, Customer will provide LifeWise with written updates of the status of the complaint at such reasonable intervals as may be requested by LifeWise. LifeWise reserves the right to remove and/or terminate any transmission of UCU by Customer or its Users; however LifeWise has no obligation to do so.

2.10 LifeWise and its suppliers retain all rights in the Service and Content. The Agreement grants no ownership rights to Customer. No license is granted to Customer except as to access and use the Service as expressly stated in the Agreement. The LifeWise name, the LifeWise logo, and the product names, service names, and branding associated with the Service are trademarks of LifeWise or third parties, and they may not be used without LifeWise’s prior written consent.

2.11 Unless otherwise agreed to in writing by LifeWise, Customer will not solicit or hire; directly or indirectly, any member of the LifeWise staff for as long as Customer and LifeWise are subscribed to the Product and for twelve (12) months after the Subscribers ceases to be subscribed to the Product.

2.12 Customer and Potential Customer agrees that it will not create or contribute to a company or service that competes with LifeWise during the period that the Subscriber has subscribed the the Product and for twelve (12) months after termination or from when the Subscriber ceases to be subscribed to the Product.

2.13 Customer understands that LifeWise may restrict use with the introduction of an IP restriction. This is to prevent the use of the product outside of this Agreement.

 

3.Confidential Information & Personal Information

3.1 Each party agrees:
(a) to keep confidential all Confidential Information disclosed to it by the other party or by a third party;
(b) not to use the Confidential Information of the other party or a third party except to the extent reasonably necessary to perform its obligations or exercise its rights hereunder;
(c) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care)
d) to make Confidential Information available to its own employees, consultants, and contractors only on a need-to-know basis and only provided such employees, consultants or contractors are under a binding obligation of confidentiality with respect thereto. Confidential Information shall not include information which (i) is known publicly; (ii) is generally known in the industry before its disclosure to recipient hereunder; (iii) has become known publicly, without fault of the recipient, subsequent to its disclosure by the disclosing party; or (iv) becomes known to the recipient from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 3 shall not prohibit the disclosure of Confidential Information, (i) to the extent that such disclosure is permitted or required by law or order of a court or other governmental authority or regulation, or (ii) in connection with a claim between the parties under the Agreement. This clause 3.1 shall survive termination of the Subscription.

3.2 LifeWise’s use, handling, receipt, maintenance and disclosure of Customer’s Personal Information, shall be undertaken strictly in accordance with applicable law, including but not limited to the Communications Act of 1934 as amended and applicable state regulations. All Customers Personal Information will be kept in the UK or New Delhi, India. LifeWise acknowledges that it has a duty and Customer has a right under law to protect and have protected the confidentiality of Customer’s Personal Information. LifeWise shall not share Customer Personal Information with any other agents, contractors, consultants or partners, or identified except as explicitly permitted or as required to provide service under the individual orders hereunder, without advance written notice to Customer and Customer’s written consent, which may be withheld in Customer’s sole discretion. Notwithstanding the foregoing, Customer agrees and authorises LifeWise and its affiliates to use Personal Information and to disclose such Personal Information to LifeWise’s agents, related companies, credit reporting agencies, credit providers, carriers, carriage service providers and any relevant regulatory authorities for the following purposes:
(a) considering or applying LifeWise’s credit policy to the Customer’s application and maintaining credit records about the Customer which may be used for debt tracing and fraud prevention;
(b) management of the Customer’s Account, including billing and collection of overdue payments;
(c) research, marketing and calculating statistics
(d) provision, operation and administration of the Service

 

4.Account Information & Data

4.1 All Customer Data submitted by Customer to LifeWise, whether posted by Customer or by Users, will remain the sole property of Customer or such Users to the full extent provided by law. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and will be deemed the data controller of Customer Data. LifeWise will not use the Customer Data for any purpose other than to provide the Service to Customer and for statistical reporting or analytical purposes. LifeWise may aggregate, use, disclose, distribute, and publish anonymous statistical or analytical data. Such statistical or analytical data will be the sole property of LifeWise.

 

5.Security

5.1 The Customer shall take all reasonable precautions to ensure that all usernames and passwords for accessing the Services are kept confidential and secure.

5.2 If the Customer believes that any Customer username or password has become known to somebody not authorized by the Customer to use it, or if any password is being or is likely to be used in an unauthorized way, the Customer must immediately inform LifeWise.

 

6.Privacy

6.1 LifeWise’s Website Privacy Policy can be accessed on the LifeWise website or by using the following link, https://www.lifewise.co.uk/privacy-policy/. LifeWise reserves the right to modify its Website Privacy Policy in its sole discretion from time to time.

 

7.Links/Third Party Data

7.1 The Service may provide, or third parties may provide, links to other World Wide Web or mobile sites or resources. Because LifeWise has no control over such sites and resources, Customer agrees that LifeWise is not responsible for the availability of such external sites or resources, and does not endorse and is not liable for any content, advertising, products or other materials on or available from such sites or resources. In addition, Customer agrees that LifeWise is not responsible for any and all third party information that may be provided to Customer through the Service (e.g., through the integration of the Service with a third party online application or service).

 

8.Suggestions

8.1 LifeWise reserves the right to communicate information to and solicit feedback from Customer and Users from time to time. LifeWise shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service.

 

9.Disturbances to Services

9.1 Following the implementation of a Service the Customer acknowledges and agrees that the Service may be interrupted from time to time. LifeWise cannot guarantee that the Services will never be faulty or interrupted and LifeWise shall not be liable to the Customer for such faults and interruptions.

9.2 The Customer acknowledges and agrees that LifeWise may be required to carry out planned or emergency maintenance in respect of the Services, to alter access codes, access numbers or the technical specification associated with the Service for operational reasons. LifeWise will give the Customer as much notice as it reasonably can when it is required to do this.

 

10.Alteration or Stoppage of Service

10.1 LifeWise reserves the right at any time and from time to time to modify; temporarily or permanently, the Service (or any part thereof). In the event that LifeWise modifies the Service in a manner which removes or disables a feature or functionality on which Customer materially relies, LifeWise, at Customer’s request, shall use commercially reasonable efforts to substantially restore such functionality to Customer. In the event that LifeWise is unable to substantially restore such functionality with reasonable effort, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the license fees paid under the Agreement for the terminated portion of the Term, to the extent that Customer has paid license fees in advance. Customer acknowledges that LifeWise reserves the right to discontinue offering the Service at the conclusion of Customer’s then-current Term. Customer agrees that LifeWise shall not be liable to Customer nor to any third party for any modification of the Service as described in this Section.

 

11.Fees & Payment

11.1.Customer shall pay fees in advance through the website www.getlifewise.co.uk/buy-now, unless =an alternative method or time of payment is agreed in writing by LifeWise.

11.2 LifeWise shall not be obliged to commence the Set Up of the Services until such time as it has received the Initial Payment in full as defined by paragraph 11.1

11.3 A User Account can be assigned only to one individual; User Accounts may not be shared. However if an individual permanently ceases to be assigned to a particular User Account, that User Account may be assigned to another individual with the prior written consent of LifeWise. LifeWise is responsible for enabling and disabling individual Users. Where assistance is required, Customers must reach out to [email protected] where Lifewise will provide this service and change upon requested.

11.4 Invoices for all fees are due and payable upfront unless specified differently in writing by LifeWise. Customer’s account will be considered delinquent (in arrears) if payment in full is not received by the Due Date. LifeWise fees and charges are exclusive of all applicable value added taxes, withholding, and other taxes, levies, or duties, and Customer will be responsible for payment of all such amounts.

11.5 Unless LifeWise otherwise agrees in writing, all amounts are payable in British Sterling (£). If Customer believes that any specific charge under the Agreement is incorrect, in order to obtain a credit, Customer must contact LifeWise in writing within 15 (fifteen) days of payment setting forth the nature and amount of the requested correction and pay the undisputed portion by the due date (and shall remain liable for the disputed portion unless and until it is resolved in the Customer’s favor; otherwise charges are final.

11.6 Without limiting any other right or remedy of LifeWise, if the Customer fails to make any payment due to LifeWise under the Agreement by the due date for payment (Due Date), LifeWise shall have the right to charge interest on the overdue amount at the lesser of (i) the rate of 1.5% per month or (ii) the maximum amount permitted under applicable law, from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. Customer shall pay LifeWise for all reasonable legal fees and other costs of collecting any payments that are overdue under this Agreement.

 

12.Term & Termination

12.1 The term of the Agreement (the “Term”) commences on the Effective for Date and will continue thereafter until the Agreement expires or is terminated as

12.2 Customer may terminate the Agreement if LifeWise materially breaches the Agreement and such breach has not been cured within thirty (30) business days of notice of such breach. Any termination by Customer (other than for LifeWise’s uncured material breach of the Agreement as set forth in this Section 12.2 and any termination by LifeWise for Customer’s breach, the early termination fee will be (a) the amount of all Subscription Fees that would be due for the remainder of an active Subscription; as well as (b) any other fees or amounts due (for example, for professional services).

12.3 Upon termination, suspension or expiration of the Agreement, Customer shall have no rights to continue use of the Service.

12.4 Without limiting its other rights or remedies, each party may terminate the Subscription with immediate effect by giving written notice to the other party if:
(a) the other party commits a material or persistent breach of the Agreement and (if such a breach deemed in LifeWise’s sole view is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.

12.5 Without limiting its other rights or remedies, LifeWise may terminate or suspend the Subscription with immediate effect if:
(a) the Customer fails to pay any amount due under this Agreement on the due date for payment.
(b) the Customer breaches the Agreement.
(c) LifeWise has reason to believe that the Customer will, has attempted to or is breaching the Agreement.

12.6 On termination of the Subscription for any reason:
(a) the Customer shall immediately pay to LifeWise all of the outstanding unpaid invoices and interest of LifeWise and, in respect of Services supplied but for which no invoice has been submitted, LifeWise shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.7 In the event that the Agreement is terminated (for any reason), LifeWise will make available one (ODBC-compliant) backup of the Customer Data. Customer agrees and acknowledges that LifeWise has no obligation to retain the Customer Data, and may delete such Customer Data that more than 60 days after termination.

 

13.Disclaimer of Warranties

13.1 THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT OR THE SERVICE AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY LIFEWISE. THERE ARE NO OTHER WARRANTIES OR CONDITIONS BY LIFEWISE OR ITS LICENSORS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE AND CONTENT ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. NEITHER LIFEWISE NOR ITS LICENSORS WARRANT THAT USE OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. LIFEWISE IS NOT RESPONSIBLE FOR SOFTWARE USE BY CUSTOMER OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET OR ANY OTHER NETWORK.

 

14.Limitations of Liability & Indemnification

14.1 EXCEPT WITH REGARD TO CUSTOMER’S PAYMENT OBLIGATIONS AND WITH REGARD TO EITHER PARTY’S OBLIGATIONS UNDER THE INDEMNIFICATION PROVISIONS OF THE SERVICE AGREEMENT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE SUBSCRIPTION FEES DUE FOR TWELVE (12) MONTH PERIOD. EXCEPT IN REGARD, INCLUDING BUT NOT LIMITED TO IN NO EVENT, WILL EITHER PARTY (INCLUDING, AS TO LIFEWISE, ITS LICENSORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE).

14.2 LifeWise shall have no liability for any Sensitive Data that is provided by Customer other than in the specific data field provided by LifeWise for inclusion of such Sensitive Data. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the license of the Service, and if LifeWise assumed further liability, the fees would be set substantially higher. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.14.3 The Customer agrees that it shall defend, indemnify and hold LifeWise harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees asserted against LifeWise, its agents, its Customers, officers and employees, that may arise or result from (i) Customers use of the Services or the Supplier Materials or any service provided or performed or agreed to be performed or any product sold by the Customer, its agents, employees or assigns or (ii) any injury to person or property caused by any service provided or performed or agreed to be performed or products sold by the Customer, its agents, employees or assigns, or otherwise distributed in connection with the Services, or (iii) violations by the Customer of any regulation, rule, statute, court or body in connection with this Agreement.

 

15.Miscellaneous

15.1 The Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.

15.2 The Agreement, including all exhibits and/or attachments and any other Contract entered into with LifeWise, represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, writings, communications, emails and/or agreements between the parties and is intended to be the final expression of their Agreement. In the event of conflict of any of the above Agreements, Contracts, exhibits and/or attachments, the Contract shall prevail. However, where no Contract has been entered into, this Service Agreement shall prevail.

15.3 Except as set forth in the Agreement, it shall not be modified or amended except in writing signed by both parties. The Agreement shall be governed in accordance with the substantive laws of London, England and any controlling UK law. If Clients registered address is in Europe, the Agreement and Contract shall be governed in accordance with the laws of Great Britain.

15.4 If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.

15.5 Neither party shall be liable for any loss or delay (not including delay in payment) resulting from any force majeure event or condition, including, but not limited to, acts of God, fire, natural disaster, terrorism, sabotage, Internet failure, labor stoppage, war or military hostilities, criminal or wrongful acts of third parties or other event or condition that is beyond the reasonable control of a party, and any performance date (other than for payment) or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event or condition.

15.6 Neither party may assign the Agreement without written consent of the other, except to a related entity or the successor of all or substantially all of the assignor’s line of business or assets to which the Agreement relates; provided, however, that Customer may not assign this Agreement to any LifeWise competitor.

15.7 The Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either party. Any dispute arising under the Agreement or the termination of the Agreement shall be subject to arbitration in the City of London, England. Unless the Clients registered address is in Europe, then concerns of the above shall pertain to Great Britain. Any award will be enforceable in any court of competent jurisdiction and will not be inconsistent with the terms of the agreement. Nothing herein shall prevent a party’s application to a court for injunctive relief to prevent irreparable harm.

15.8 Customer consents to LifeWise’s disclosure of the fact that Customer is or was a Customer of LifeWise. During the Term and outside the Term, LifeWise may list Customer’s name and logo on LifeWise’s website and in marketing or sales material.

15.9 The headings set forth in this Agreement are solely for reference and have no legal effect whatsoever and shall not in any way affect the interpretation or construction of this Agreement.

15.10 In the event of differences of opinion between LifeWise and the Client, both parties will first seek an amicable solution in good faith.

15.11 LifeWise may update this Service Agreement at any time and LifeWise will make the updated Service Agreement available by posting the updated version on our website to this URL www.getlifewise.com/service-agreement

15.12 Change of company addresses and personal information shall not affect the enforceability of this Agreement.

15.13 In this Agreement references to the plural include the singular and vice versa.

15.14 LifeWise may have temporary or permanent sponsors displayed on our products and/or Service; Executing your Subscription states your understanding and approval of this. Sponsors may be added at any time without the Customers consent.

15.15 The invalidity or unenforceability of any provisions of this Agreement in any country shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.16 The failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.