AGREEMENT

Welcome to Miami Wellness Club! This Terms of Use Agreement (this “Agreement”) constitutes a legally binding contract between Miami Wellness Club, Inc. (“MWC,” “we,” “us,” “our”) and you with respect to your use of the MWC products and services, including, but not limited to, online transactions between or among Users and Partners (as each is defined below), your interaction with or use of any advertisements, forums, email functions, internet links, content, products, and services available through the domain and subdomains located at miamiwellness.club, MWC applications for mobile devices, and the Information, Submitted Content, or Products (as defined below) (collectively, the “Website”). Individuals or entities who visit or use the Website (each, a “User” and, collectively, “Users”), and you as a User, agree to be bound by this Agreement and any documents incorporated by reference herein. You also authorize the transfer of payment for any Products marketed or offered for sale through the Website. If you do not agree to these terms and conditions, you do not have any right to use the Website. Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.

A. Modifications

MWC reserves the right, in its sole discretion, to change, modify, or otherwise amend the terms and conditions of this Agreement and any other documents incorporated by reference herein (“Amended Terms”) at any time. If the Amended Terms affect your rights, duties, and obligations under this Agreement, we will provide reasonable advance notice before the Amended Terms become effective. You agree that we may notify you of the Amended Terms by posting them on the Website, or communicating the amendments through any method of written contact that MWC has established with you, and that your use of the Website after the effective date of the Amended Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Amended Terms. Therefore, you should review this Agreement, any other documents incorporated by reference and any Amended Terms before using the Website. The Amended Terms will be effective as of the date specified in the Amended Terms, and will apply to your use of the Website from that point forward. This Agreement will govern any disputes arising before the effective date of the Amended Terms. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement.

B. No Use by Children Under the Age of 13

You must be at least 13 years of age to use the Website. By using the Website, you hereby affirm that you are 13 years of age or older.

C. Use of the Website

MWC hereby grants you a non-exclusive, revocable license to use the products and services made available on, by, or through the Website, which include or may include, without limitation, MWC user registration, Website features such as message boards, and involvement in MWC events, as well as any content or information provided on, by, or through the Website, including, but not limited to, data, text, graphics, designs, logos, images, audio/visual materials, links, and references (collectively, the “Information”), for personal use only and not for any for-profit or commercial activities or purpose or for resale, except as expressly permitted herein. Without the prior written consent of MWC , no Information or any other MWC materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, or commercially exploited in any way, except as expressly permitted herein.

MWC permits you to view and print a reasonable number of copies of web pages located on the Website for your own personal use, but not for any for-profit or commercial purpose or for resale; provided that (a) you retain all trademark, copyright and other proprietary notices contained in the original materials, (b) you provide attribution to MWC, (c) the material is printed in its entirety without modification, reformatting, or adaptation of any kind, and (d) any copies are subject to the terms and conditions of this Agreement and remain the property of MWC. You understand and agree that you may not authorize any Information to be reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by any third party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of the Information. You agree to advise MWC promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyrights and/or trademarks and other proprietary rights of MWC or others.

D. Registration

You do not have to register with MWC to simply visit and view the Website, but in order to access and use certain features of the Website, you must create a password-protected account (“Account”). Please note that, even if you do not create an Account, you are still subject to all of the terms and conditions of this Agreement.

In order to create an Account, you must be at least 18 years of age and be able to form legally binding contracts under applicable law. If you use the Website or create an Account on behalf of a business, you represent and warrant that you have the authority and full power to bind that business and your acceptance of this Agreement will be deemed an acceptance by that business and “you” and “your” herein shall refer to that business.

Users have the option of creating an Account and logging into the Website by using their Facebook or Google+ account. If you choose to do so, we will request that you give us permission to access and collect your Facebook or Google+ basic account information, including your name, profile picture, gender, networks, user IDs, list of friends, date of birth, email address, and other public or non-public information, as applicable.

Subject to this Agreement, Users may use the Website for personal use, Users may create a Partner Account (as defined below) in order to use the Website to promote and/or market products and/or services (collectively, “Products”) to Users, on or through the Website (such Users are “Partners”). By creating an Account with MWC, you agree to (a) provide accurate, current and complete information about yourself as prompted (including, but not limited to, your name and email address), and (b) maintain and update your information to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your Account and your use of the Website.

E. Partner Accounts

Professionals may elect to register with MWC as a Partner and create a partner account on MWC (a “Partner Account”). No agency, partnership, joint venture, or employment is created as a result of this Agreement or your use of any part of the Website as a Partner. Partners are subject to all of the terms and conditions of this Agreement, including the Partners Agreement, whether or not they create a Partner Account. All Partner features are subject to discontinuance or change at any time upon notice as set forth in this Agreement.

MWC reserves the right to either suspend or terminate your access to the Website and/or terminate your Account and this Agreement if you post contact information of any User on the Website. This contact information includes website URL links and addresses, email links and addresses, and telephone numbers. A User’s contact information may not be posted on the Website. MWC reserves the right to display (on the profile) your first and last name or your company’s name if you add your Google+, Facebook, Twitter, Instagram, or any other social media information into your MWC account.

G. Privacy Policy

MWC has established a Privacy Policy that explains and governs how information is collected and used (“Privacy Policy”). The Privacy Policy is hereby incorporated into this Agreement by reference. Your use of the Website is governed by the Privacy Policy.

H. Third-Party Links

The Website may contain links, contact forms to other websites or resources, including, without limitation, social networking, e-commerce, blogging, and similar websites (the “Third-Party Sites”) for your convenience. MWC does not control the Third-Party Sites or the content provided therein, and MWC has not reviewed, in their entirety, those Third-Party Sites. Your use of Third-Party Sites is subject to the privacy policies and terms of use established by the applicable Third-Party Site, and MWC disclaims all liability for that use. The fact that MWC offers links to Third-Party Sites does not indicate any approval or endorsement by MWC of any Third-Party Site, any material contained, or goods and services sold and purchased, on any Third-Party Site, and MWC disclaims any such approval or endorsement.

I. Products and Services Offered by Partners and Others

MWC may provide Users the opportunity to purchase Products offered and sold through links to Third-Party Sites. The information provided for Products is offered through Third-Party Sites, and, while we require Third-Party Sites to provide complete, accurate, and non-misleading information on Products offered, we do not represent, warrant, or guarantee that descriptions of Products are accurate, complete, reliable, current, or error-free, and we are not responsible for, and disclaim any liability arising from or relating to, such information. All purchases of Products made through links to Third-Party Sites are a direct sale and purchase between you and the applicable Third-Party Site. For such sales, the Website functions solely as a neutral venue and digital clearinghouse where Users and Partners and Users and Third-Party Sites may connect for particular types of Products.

J. Incurred Fees

To the extent fees are not currently being charged, MWC reserves the right, in its sole discretion, to charge a fee to Users and/or Partners for certain Miami Wellness products and/or services in the future. Changes to the fee policy are effective once MWC has posted the changes on the Website.

If applicable, you agree to pay all fees for which you are accountable and that are charged to your Account based on MWC’s fees, charges, and billing terms then in effect (“Fees”). All Fees incurred will be billed to your payment method designated at the time you make a purchase or register for a fee-based product or service. If you do not pay on time or if MWC cannot charge the billing method on file, for any reason, MWC reserves the right, at its sole discretion, to either suspend or terminate your access to the Website and/or terminate your Account. You are expressly agreeing that MWC is permitted to bill you for the applicable Fees. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any account, you agree that MWC may charge unpaid Fees to your payment method on file or otherwise bill you for unpaid Fees.

K. Use of Submitted Content

1. NO CONFIDENTIALITY

As part of your use of the Website, you may participate in features offered by MWC such as message boards, activities, communications and/or other public forums. Your participation is voluntary; however, by choosing to post photos or comments, ask or answer questions, send any messages, submit any ideas or feedback, or otherwise participate in any MWC forum, or submit any postings, messages, questions, text, articles, photos, audio/visual works, information, feedback, ratings, Reviews (as defined below), material or information regarding or related to Products that you market or offer for sale on the Website, or content provided by you (collectively, “Submitted Content”), you understand that whether or not such Submitted Content is published, MWC does not guarantee any confidentiality with respect to any Submitted Content.

By providing Submitted Content, you agree to permit any Submitted Content to be searchable, viewed, and used by Users, and further agree that you are providing such Submitted Content on a non-proprietary and non-confidential basis. You hereby agree that MWC has the right to use or disseminate such Submitted Content on an unrestricted basis on and through the Website.

2. YOUR REPRESENTATIONS AND WARRANTIES

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing your Submitted Content on, or through the Website. With respect to your Submitted Content, you affirm, represent, and warrant that: (a) you own or have the necessary licenses, right, consents, and permissions to use and authorize MWC to use all copyright, patent, trademark, trade secret and/or other proprietary right in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in any manner authorized by this Agreement, and such use of Submitted Content will not infringe on the rights of any third party; and (b) you have the written consent, release, license and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and this Agreement. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you on or through the Website.

If you identify yourself by name or provide a picture, image, graphical representation, or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sub-licensees, without compensation to you or others, to reproduce, print, publish, and disseminate in any format or media (whether now known or hereafter created) your name, voice, and likeness throughout the world, and such permission will be perpetual and cannot be revoked for any reason.

You further agree that we may use the Submitted Content in any manner that we deem appropriate or necessary. We reserve the right to edit or abridge any Submitted Content for any reason, and to refuse to post or remove any Submitted Content submitted by you or others. We cannot and do not guarantee that we will post all Submitted Content or that Submitted Content will not be offensive, defamatory, or objectionable. Although we reserve the right to remove without notice any Submitted Content for any reason, MWC has no obligation to monitor or delete any Submitted Content, including that which you may personally find objectionable or offensive. MWC does not control in real time the Submitted Content posted via the Website and as such, does not guarantee the accuracy, integrity, or quality of Submitted Content. In addition to other disclaimers found in this Agreement, MWC does not endorse or make any warranties or representations with respect to the accuracy, completeness, or timeliness of any Submitted Content posted on the Website.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO MWC

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to MWC for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to MWC a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to link to, use, copy, reproduce, distribute, reformat, translate, prepare derivative works of, display, monetize, and perform the Submitted Content in connection with the Website and MWC’s (and its successor’s) business operations, including, without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and media channels, now known or hereafter discovered, and throughout the world. You also hereby grant each User a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display, and perform such Submitted Content as permitted through the functionality of the Website and under this Agreement. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website.

You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4. MWC’S DISCLAIMERS AND RIGHT TO REMOVE

MWC does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and MWC hereby expressly disclaims any and all liability in connection with all Submitted Content (including Reviews). MWC does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and MWC will remove any Information or Submitted Content if properly notified, pursuant to the DMCA Process described in Claims of Copyright of Trademark Infringement below, that such information or Submitted Content infringes on another’s intellectual property rights. MWC reserves the right, for any or no reason, to remove any information or Submitted Content from the Website without prior notice. MWC will terminate a User’s Account and access to the Website, if he, she, or it is determined to be a repeat infringer. A repeat infringer is a User or Partner who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Website more than twice. MWC also reserves the right, in its sole and absolute discretion, to decide whether any information or Submitted Content is appropriate and complies with this Agreement for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. MWC may, at its sole discretion and without notice, remove Submitted Content and/or terminate an Account or access for uploading such material in violation of this Agreement.

MWC does not recommend or endorse any specific tests, physicians, products, diets, procedures, exercise routines, opinions or other information that may be mentioned on the Service. Reliance on any such information on the Service, provided by MWC, its employees, or others appearing on the Service is at your own risk.

You acknowledge and understand that when using the Website, you will be exposed to Submitted Content from a variety of sources, and that MWC is not responsible for the accuracy, usefulness, safety, or infringement of intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MWC with respect to such Submitted Content, and agree to indemnify and hold MWC , its owners, Users, managers, operators, directors, officers, agents, affiliates, successors, assigns and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content that you publish or display on or through the Website, or transmit to other Users. You understand and agree that MWC may, at any time, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users.

5. SUGGESTIONS

If you send, transmit, or communicate any comments, questions, suggestions, information, or materials to MWC, whether by letter, email, telephone, online contact form, or otherwise (collectively, the “Suggestions”), recommending changes or improvements to the Website, including, without limitation, new designs, features, functionality, products, and/or services, all the Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign to MWC all right, title, and interest in and to: (a) the Suggestions, and MWC is free to use Suggestions, without any attribution or compensation to you or any third party, and (b) any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable or fixed in a tangible medium, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions. You understand and agree that MWC is not obligated to use the Suggestions, and you have no right to compel such use and no right to compensation for such use.

6. REVIEWS

MWC may enable you to post ratings or reviews of Partners and/or their Products on the Website (your “Review” or “Reviews”). Reviews are considered Submitted Content. Reviews are solely the opinions of Users who post them and none of the Reviews contain or reflect any opinions or views of MWC.

You may not post any Reviews about a Partner or any of his, her, or its Products if you are (a) an employee, contractor, employer, officer or director of the Partner; (b) an employee, contractor, employer, officer, or director of a competitor of the Partner; or (c) related to the Partner in any way, including by blood, adoption, or marriage. By posting a Review, you acknowledge and agree that such content:

a. is based upon your first-hand experience with the Partner or Product that is the subject of the Review;

b. is accurate, truthful, and complete.

You may report inappropriate Reviews via email at support@miamiwellness.club. In the event of a dispute between or among Users and/or Partners regarding Reviews, MWCreserves the right to make the final decision, including, in its sole and absolute discretion, to remove a review or take any action it deems reasonable or necessary, without incurring any liability.

Nothing in this Agreement shall require MWC to actively monitor or remove any Reviews or any other Submitted Content posted by Users.

7. LIMITATIONS AND RESTRICTIONS ON SUBMITTED CONTENT

You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate the distribution of any Submitted Content that:

a. misrepresents the substance of the Submitted Content;

b. is protected by copyright, trademark, patent, trade secret or subject to other third party intellectual property or proprietary rights, unless you have permission from the owner of such rights to post it and permission to grant all the rights contemplated herein;

c. is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;

d. is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;

e. intends to harm or disrupt another User’s computer or would allow others to illegally access software or bypass security on websites or servers;

f. advertises, solicits or promotes a business in any way other than expressly permitted by this Agreement or otherwise permitted by MWC in writing;

g. contains or could be considered “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate marketing”, or unsolicited commercial advertisement;

h. contains advertising for ponzi schemes, discount cards, credit counseling, online surveys or online contests;

i. distributes or contains viruses, trojan horses, malware or any other technologies that may harm the interests or property of MWC or Users;

j. contains links to services or websites, except as permitted under this Agreement.

L. Disputes

Subject to the provisions regarding disputes between or among Users and/or Partners in connection with Reviews, your interactions with individuals, organizations and/or Third-Party Sites found on or through the Website, including payment of and delivery or performance of any Product (including services), and any other terms, conditions, warranties, or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including, without limitation, Partners and Users.

You understand that deciding whether to use the Products of a Partner or use information, including information contained in any Submitted Content, is your personal decision for which you alone are responsible. You understand that MWC does not and cannot make representations as to the suitability of any individual or entity with which you may decide to interact on or through the Website and/or the accuracy or suitability of any advice, information, or recommendations made by any individual or entity.

NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT MWC SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN OR AMONG ANY USERS, ANY PARTNERS AND/OR ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT MWC SHALL NOT BECOME INVOLVED IN SUCH DISPUTE. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE USERS, PARTNERS, OR ANY THIRD PARTY, YOU HEREBY RELEASE MWC, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, ASSIGNS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER.

M. Acceptable Use Policy

You agree not to use the Information, Products or the Website to take any action or actions that:

a. are contrary or harmful to MWC’s (or its affiliates’, agents’ or partners’) public image, goodwill, reputation, interests or property;

b. infringe on MWC’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy;

c. express or imply that any of your statements, activities or causes are endorsed by MWC, without MWC’s prior written consent in each instance;

d. violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability;

e. are libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic, or obscene;

f. transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;

g. restrict or inhibit any other User from using the Website, including, without limitation, by means of “hacking” or defacing any portion of the Website;

h. modify, adapt, sub-license, translate, sell, monetize, reverse engineer, decompile, or disassemble any portion of the Website or Information;

i. remove any copyright, trademark, or other proprietary rights notices contained in or on the Information or the Website;

j. sublicense, sell, rent, lease, transfer, assign, or convey any rights under this Agreement to any third party, or otherwise commercially exploit or profit from the Information or content of the Website, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;

k. “frame” or “mirror” any part of the Website without our prior written authorization;

l. distribute any virus, worm, or other similar or deleterious files, scripts or programming routines;

m. interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of MWC or its licensors or suppliers;

n. involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003);

o. use any robot, spider, scraper, site search/retrieval application, or other manual or automatic device or process to retrieve, scrape, crawl, download, index, “data mine” the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents, authentication and security measures;

p. forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;

q. execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website’s servers or any data not intended for you;

r. harvest or collect information about any of the Users without their express consent;

s. You will not run Maillist, Listserv, any form of auto-responder on the Website, or any processes that run or are activated while you are not logged on; and/or

t. use the Website to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including that which is deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited.

Improper use of the Information and the Website may result in termination of your access to and use of the Website, and/or civil or criminal liabilities.

N. MWC Intellectual Property

The Website is owned and operated by MWC and its licensors and the Information (and any intellectual property and other rights relating thereto) are and will remain the property of MWC and its licensors and suppliers. The Information is protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sublicense, sell, reverse engineer, decompile, or disassemble any part of the Website or Information without MWC’s prior written permission. The Information and the Website may be used solely (a) to the extent permitted in this Agreement, or (b) as expressly authorized in writing by MWC or, if so indicated in writing by MWC, its licensors or suppliers. Use of the Website or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website or Information.

The trademarks, logos, and service marks displayed on the Website (collectively, the “Trademarks”) are the registered and unregistered trademarks of MWC, MWC’slicensors and suppliers, and/or others. Nothing contained in this Agreement or the Website should be construed as granting, by implication, estoppel, or otherwise, any license, right to use or any other rights in any Trademark(s) without the express written permission of MWC, MWClicensors or suppliers, or the third party owner of any such Trademark. You agree that such Trademarks are protected by U.S. and international copyright, patent and trademark laws, and various other intellectual property and unfair competition laws. You must abide by all copyright notices, information and restrictions contained in any Trademarks accessed through the Website.

O. Confidentiality

During the course of your use of the Website, your Account, and your designation as a Partner, or in discussions or communications you may have with MWC, you may receive information or communications from an MWC representative relating to MWCthat is not known in the trade or industry or is not publicly available, including, without limitation, all information relating to its past, present or future business operations, practices, strategies, ideas, research, development, client information and/or information relating to its business methodologies, shareholders, equity distributions, plans, plans product, systems, programs or forecast, any software (including source codes), computer program, copyrightable work, techniques, designs, drawings, models, patterns, processes, assumptions, methods, concepts, ideas, presentations, technical specifications, formula, development or experimental work, work in process, business, roadmaps, trade secret, know-how, compilations of information, innovations, inventions (whether patentable or not), discoveries, improvements, research or test results, manuals, data, formats, marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, or any other secret or confidential matter or intellectual property relating to the products, services, customer orders and bookings, customers, and other proprietary information such as the names, telephone numbers, email addresses, and other contact information of shareholders, board members, clients, vendors, suppliers, borrowers, investors, lenders, agents, brokers, lending corporations, banks, manufacturers, individuals and/or trusts, or buyers and sellers, customers, employees (including identifying information, salaries, benefits, responsibilities, and relative abilities), suppliers, sales, customer lists, demand volumes and locations, pricing or cost information, distribution channels, or business affairs of MWC, including any information learned by you during communication from or with MWC or during the use of the Website, as well as all information that has or could have commercial value or other utility in the business in which MWC is engaged or in which it contemplates engaging and which the unauthorized disclosure could be detrimental to the interests of MWC, (collectively, the “Confidential Information”). You agree that: (a) MWC will retain all right, tile and interest in and to its Confidential Information and materials embodying the same created or provided by MWC; (b) you will use Confidential Information only as is reasonably necessary for your participation in or use of the Website and the provision of the Services; (c) you will not otherwise disclose Confidential Information to any individual, company or other third party, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. All such confidentiality obligations shall survive termination any termination of this Agreement.

P. Users that Dissolve due to Breakups or Other Extenuating Circumstances

If a User, including those Users that are Partners, consists of more than one person, or groups of persons, and such persons dissociate from the User, then MWC reserves the right to determine which person, if any, may maintain such User’s Account. Generally, in the event a User consists of two persons or more, each person will have to re-register for a brand new User Account. In the event of a dissociation of more than two persons, a vote of the majority of the persons generally will decide who maintains the User Account.

Q. Term and Termination

This Agreement is effective from the date that you first access or use the Website or submit any information to MWC, whichever is earlier, and will remain effective until terminated in accordance with its terms. MWC may immediately terminate this Agreement, your access to and use of the Website, or any portion thereof, and/or your Account, at any time and for any reason, with or without cause, without prior notice. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Website will immediately cease, and you must delete your Account and destroy all copies of information that you have obtained from the Website, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all MWC rights of ownership will survive any termination. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or any part of portion thereof. Nothing in this Agreement will be construed to obligate MWC to maintain and support the Website, or any part or portion thereof, during the term of this Agreement.

You hereby acknowledge and agree that MWC, in its sole and absolute discretion, has the right to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website. You may also cancel your use of the Website and/or terminate your Account by accessing your Account through the Website and following the process therein.

Upon termination of your Account, your right to use or participate in the Website, including, but not limited to, your right to purchase Products and your right to market or provide Products shall automatically terminate. Notwithstanding the foregoing, residual data may remain in the MWC systems and servers.

If you provided a valid email address during registration, MWC may attempt to notify you by email of any such termination or cancellation, which shall be effective immediately.

Upon termination of your Account or this Agreement by either party, all licenses granted to you hereunder will immediately terminate and you shall destroy all copies of MWC Information, Trademarks and other Information in your possession or control. You further acknowledge and agree that MWC shall not be liable to you or any third-party for any termination of your Account and access to the Website. Upon termination of your Account or this Agreement, MWC retains the right to use any data collected from your use of the Website for internal analysis and archival purposes or for purposes specified in the Privacy Policy, and all related licenses you have granted MWC hereunder shall remain in effect for the foregoing purpose. In no event is MWC obligated to return any Submitted Content to you. The following sections shall survive expiration or termination of the Website or your Account, as well as any other provisions that by their nature should survive the termination of this Agreement: A, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA and AB.

R. Claims of Copyright or Trademark Infringement

We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Process. Our designated agent for notice of alleged copyright infringement on the Website is:

DMCA Complaints

Miami Wellness Club, Inc.

c/o Encore Law Group LLP

Email: legal@miamiwellness.club

Fax: (310) 400-5662

S. Warranty Disclaimers

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MWC AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, PROFESSIONALS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, ANY DATA, INFORMATION, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, THE MATERIALS, DATA, INFORMATION, AND SUBMITTED CONTENT OF USERS, PARTNERS, OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING PROGRAMS FOR PARTNERS IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHEREIS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MWC DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY (INCLUDING USERS AND PARTNERS), ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. MWC DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY (INCLUDING USERS AND PARTNERS) THROUGH THE WEBSITE OR ANY THIRD-PARTY SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. MWC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING USERS PARTNERS OR OTHER THIRD PARTIES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

T. Limitation of Liability

IN NO EVENT SHALL MWC, OR ITS RESPECTIVE OFFICERS, MANAGERS, USERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, DAMAGE TO GOODWILL, LOSS OF REVENUE, LOST SAVINGS OR LOSS OF DATA OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE WEBSITE OR ANY PRODUCTS OR SERVICES OFFERED BY ANY THIRD PARTY (INCLUDING USERS AND PARTNERS) VIA THE WEBSITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, TRADEMARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY (INCLUDING USERS AND PARTNERS); (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY (INCLUDING USERS AND PARTNERS); OR (IX) ANY USE OF ANY DATA, TRADEMARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, AND THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT MWC SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY (INCLUDING USERS AND PARTNERS) AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT MWC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN OR AMONG USERS AND/OR PARTNERS OR OTHER THIRD PARTIES ENTERED INTO INDEPENDENTLY OF THE WEBSITE.

THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY SITES, SERVICES, OR APPLICATIONS THAT ARE NOT OWNED OR CONTROLLED BY MWC. MWC DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY SITES, SERVICES, OR APPLICATIONS. IN ADDITION, MWC WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE, SERVICE, OR APPLICATION. BY USING THE WEBSITE, YOU EXPRESSLY RELIEVE MWC FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SITE, SERVICE OR APPLICATION (INCLUDING PURCHASES FROM ANY THIRD-PARTY SITE). ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY SITE, SERVICE OR APPLICATION THAT YOU VISIT OR USE, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE WEBSITE.

2. FORCE MAJEURE

Neither MWC nor you shall be liable to the other for any delay or failure in performance under this Agreement, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER MWC NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE (OR USE OF THE WEBSITE), INFORMATION, PRODUCTS AND/OR ANY THIRD-PARTY SITE, SERVICE OR APPLICATION, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THIS WEBSITE, THE INFORMATION, PRODUCTS, OR ANY THIRD-PARTY SITE, SERVICE OR APPLICATION IS TO STOP USING THE WEBSITE, PRODUCTS OR THIRD-PARTY SITE, SERVICE OR APPLICATION, AS APPLICABLE. NEITHER MWC NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF (1) ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON THE WEBSITE BY THIRD PARTIES (INCLUDING USERS AND PARTNERS) OR (2) YOUR HIRING OR ENGAGEMENT OF, OR ASSOCIATION WITH, ANY THIRD PARTY (INCLUDING USERS AND PARTNERS) WHO ADVERTISES OR OFFERS PRODUCTS THROUGH THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.

3. LIMITATION OF REMEDIES

IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON US, THEN OUR AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF OURS WILL NEVER EXCEED ONE HUNDRED U.S. DOLLARS AND NO CENTS ($100.00). REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE PROVIDED FOR HEREIN.

U. Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS MWC, AND ITS LICENSORS, SUPPLIERS, AGENTS, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE AND/OR PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE; YOUR VIOLATION OF ANY PROVISION OF THIS AGREEMENT, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A USER OR THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE WEBSITE.

IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS OR PARTNERS, YOU FOREVER RELEASE MWC, AND ITS LICENSORS, SUPPLIERS, AGENTS, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, INFORMATION, AND CONTENT, OR YOUR PURCHASE OR USE OF ANY PRODUCT OR SERVICE MARKETED OR PROVIDED ON OR THROUGH THE WEBSITE.

If you are a California resident, you waive California Civil Code Section 1542, which states the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” If you are not a California resident, you waive your rights under any statute similar to California Civil Code Section 1542 that governs your rights in the jurisdiction of your residence.

V. No Medical Advice

THE SERVICE IS FOR CONSUMER EDUCATIONAL USE ONLY. NOTHING CONTAINED IN THIS SITE OR THE SERVICE IS OR SHOULD BE CONSIDERED AS, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE SERVICES AND THE SITE ARE HERE TO EDUCATE CONSUMERS ON HEALTHCARE, WELLNESS AND MEDICAL ISSUES THAT MAY AFFECT THEIR DAILY LIVES. THIS SITE AND THE SERVICES DO NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT. WE ADVISE USERS TO SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS. NEVER DISREGARD, AVOID OR DELAY IN OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ ON THE SERVICE OR SITE. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTHCARE PROFESSIONAL IMMEDIATELY. IF YOU ARE IN THE UNITED STATES AND ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL 911 FOR EMERGENCY MEDICAL HELP ON THE NEAREST TELEPHONE.

W. Jurisdictional Issues

MWC makes no representation that the Website operates (or is legally permitted to operate) in all geographic areas or that the Information or the Website are appropriate or available for use in all locations. Accessing the Website from territories where the Website, or any portion thereof, is illegal is expressly prohibited. If you choose to access the Website, you agree and acknowledge that you do so upon your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws.

X. Notice for California Users

Under California Civil Code Section 1789.3, California Users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

Y. Dispute Resolution/Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to conflict of laws. The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, will be settled by binding arbitration in accordance with California Code of Civil Procedure Section 1280 et seq., and the then current rules and procedures of JAMS. The arbitration will be a confidential proceeding, closed to the general public. The arbitration will take place in Los Angeles, California, and be conducted in the English language. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of all federal and state courts in California. Venue will lie exclusively in Los Angeles, California. For the sake of clarity, nothing in this paragraph will affect MWC’s ability to seek from a court injunctive or equitable relief at any time.

If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages or any other damages expressly limited by this Agreement.

Z. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU ONLY TO THE EXTENT SUCH EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY IS NOT ALLOWED IN THAT JURISDICTION.

AA. Notice

You agree that MWC may provide you with notices, including those regarding changes to this Agreement, by email, regular or expedited mail, text communication, Website postings or other means of communication.

AB. General Information

1. SECTION HEADINGS

The section heading contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation of this Agreement.

2. ENTIRE AGREEMENT

This Agreement, together with the Privacy Policy, the Partner’s Agreement, the Service Provider’s Agreement, the Seller’s Addendum and any other legal notices or additional policies as may be provided by MWC or published by MWC on the Website, shall constitute the entire agreement between you and MWC. If any provision of this Agreement is held to be invalid, unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. MWC’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. No waiver of any term or condition of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition. This Agreement does not confer any third-party beneficiary rights. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable or sub-licensable by you except with MWC’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense will be null and void. MWC may assign, transfer, or delegate this Agreement or any right, obligation or remedy hereunder in its sole discretion. Nothing in this Agreement waives or limits extra-contractual rights or remedies available to us to protect our rights or property, including, but not limited to, those available under U.S. copyright law, international treaties or copyright or intellectual property laws of the countries in which the Website is used.

This Website is Owned & Operated By

Miami Wellness Club, Inc.

Contact Information: If you have any questions or concerns regarding terms of use on the Website, please contact us as follows:

Miami Wellness Club, Inc.

c/o Encore Law Group LLP

Email: legal@miamiwellness.club

Fax: (310) 400-5662