Terms of Service for Facilitators
Updated: October 05, 2018
These Terms of Service (the "Terms of Service") govern the use of the mobile and internet-based services, business tools offered by Holisticism, Inc. (the "Company," "Holisticism," "we" or "us") at and through the website Holisticism.com (the "Website") and through mobile applications (such services, applications and the Website are collectively referred to as the "Services"). Any subscription agreements relating to the Services (each, a "Subscription") executed by you ("you" or "Facilitator") or accepted by you via email or online, and any community guidelines or dispute resolution procedures that the Company may provide, are all considered part of these Terms of Service and are incorporated by reference into these Terms of Service in their entirety. In the event of a conflict between these Terms of Service and any Subscription agreement, these Terms of Service will control. Any reference to these Terms of Service shall include and mean a reference to all such incorporated policies, guidelines, programs, schedules and processes. These Terms of Service apply to any use of the Services, whether in connection with a Subscription or free trial.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN HOLISTICISM AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES. BY EXECUTING A SUBSCRIPTION AGREEMENT, AND/OR YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND YOUR REPRESENTATION THAT YOU ARE 18 YEARS OF AGE OR OLDER. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE YOU ARE NOT PERMITTED TO USE THE SERVICES.
If you are accepting these Terms of Service and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.
The Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the Services, or any portion of them, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. The Services are licensed, not sold.
Holisticism is a platform that connects holistic wellness Facilitators, providing, holistic wellness and other health and wellness services with clients seeking such services ("Clients"). The Facilitators and Clients are both users of the Services provided by Holisticism and are hereinafter referred to collectively as "Users."
Holisticism operates an online holistic wellness community on the Site and on social networking platforms controlled by Holisticism such as the Holisticism Facebook® and Google+ pages, the Holisticism Instagram® and Pinterest® boards, the Holisticism Twitter® feed and the Holisticism YouTube channel (collectively, the "Holisticism Online Community"). Our community is a place for you to connect with other members interested in and working in the holistic wellness space.
If you subscribe to the Holisticism newsletter on Holisticism.com you become a part of the community. There is no payment required to join the community.
You are not required to use social media at all to join the community. We hope you share your unique holistic wellness interests and questions with other community members in the Holisticism Online Community, but you are not required to do so.
Holisticism offers selected Facilitators business tools on the Holisticism Platform and offers subscribed Facilitators three monthly subscription plans: Basic Memberships, Facilitator Memberships, and Premium Memberships.
Facilitators must apply to be invited to sign up for a monthly subscription plan, and to be listed as a Holisticism Facilitator. Holisticism LLC, reserves the right to deny an application and listing on the platform.
Basic Monthly Subscriptions:
Facilitators may subscribe to a free basic subscription to get a custom Holisticism profile page, be listing on the facilitator page, and be listed under each relevant modality page. Basic subscriptions do not include links to unique websites or social channels
Facilitator Monthly Subscriptions:
Facilitators may subscribe to a paid professional subscription get all the features from the basic membership plus also includes booking and scheduling functionality on profile page, the ability to book an unlimited number of discovery calls and appointments with clients through this functionality with no additional charge, set up and posting of offering packages and or subscriptions on the facilitator’s profile page, and three promoted social media posts each month.
Appointment transcription service
Premium Monthly Subscriptions:
Facilitators may subscribe to a paid premium subscription get all the features from the professional membership plus also includes an appointment transcription service. Please note the turnaround time for the transcription service is subject to change. Transcription service may only be offered through appointments booked through Holisticism.
By purchasing a Monthly Subscription, you agree to an initial and recurring Monthly Subscription fee at the then-current Monthly Subscription rate, and you accept responsibility for all recurring charges until you cancel your subscription. You may cancel your Monthly Subscription at any time, subject to the terms of our cancellation policy.
AUTOMATIC MONTHLY RENEWAL TERMS: Once you subscribe, Holisticism will automatically process your Monthly Subscription fee in the next billing cycle. Holisticism will continue to automatically process your Monthly Subscription fee each month at the then-current Monthly Subscription rate, until you cancel your subscription. We explain how to cancel your Monthly Subscription below at the Section "Cancellation Policy".
Fees and Payment
Fees for the Subscription ("Subscription Fees") are set forth (a) herein, (b) online and/or (c) in a separately executed or accepted Subscription agreement between you and Holisticism.
You agree to pay Holisticism the Subscription Fees, and any other applicable fees as may be agreed to by you. All fees are non-refundable and non-transferable except for as expressly provided in these Terms of Service. Unless otherwise stated, fees must be paid in full on the first day of each billing cycle.
Each Facilitator authorizes us to confirm that the credit card account or other payment method associated with their Account and used in connection with the Services is and remains in good standing with a financial institution as long as the Facilitator is using the Services. Each Facilitator authorizes us to obtain credit reports or other background inquiries from time to time to assess the Facilitator's eligibility to continue use of the Services. All balances and all fees, charges, and payments collected or paid through the Services are denominated in US dollars. Users of the Service will be liable for any taxes (including VAT, if applicable, required to be paid on the Services provided under the Agreement (other than taxes on the Company's income).
Your Subscription starts on the date that you sign up for a membership plan and submit payment. Unless otherwise communicated to you at the time of sign up, each Subscription cycle is one-month in length ("Subscription Period"), and will automatically renew on a monthly basis until we terminate the Subscription, or you cancel your membership by changing your plan to basic, or notify us by emailing firstname.lastname@example.org of your decision to remove your profile or terminate your current Subscription. Unless otherwise communicated to you, you will be billed on the first of the month, after the first month of sign-up. For the month within which you first sign up, your first payment will automatically be prorated. We reserve the right to change the timing of our billing. You acknowledge that the amount billed to you each month may vary due to promotional offers and/or adding or changing your Subscription plan, and you authorize Holisticism to charge you for these varying amounts as necessary.
We reserve the right to adjust pricing for the Subscription Services at any time upon fourteen (14) days prior notice. Unless we expressly communicate otherwise, any price change to your membership will take effect on your next billing cycle. You must agree to the change in fees to continue to use the Services. To withdraw your consent, you will need to cancel your account by logging into your account and following the cancellation procedures there, or notifying us at email@example.com
Holisticism may, from time to time, offer trial memberships which include free or discounted access to the Subscription during the designated trial period. Each trial membership will automatically convert to a regular monthly subscription unless cancelled no more than forty-eight (48) hours prior to the end of your trial period. To cancel your subscription, logon to your account and follow the cancellation procedures indicated there, or email firstname.lastname@example.org.
Cancellation of your Subscription
You may terminate your Subscription at any time. If you cancel with more than twenty-four (24) hours notice prior to your next billing cycle, you will not be charged for the next month of the Subscription Service. If you have any questions about your individual billing cycle, please contact us at email@example.com.
You will not be eligible for a prorated refund or any portion of the Subscription Fees paid for the then-current monthly subscription cycle. Following cancellation, you will continue to have access to the Subscription Services through the end of your current billing cycle.
Holisticism solely provides a platform for Facilitators and Clients to connect and serves only as a medium to facilitate the provision of Holistic Wellness Services. Holisticism does not provide or contract for Holistic Wellness Services, and Facilitators and Clients contract independently for the provision of Holistic Wellness Services. Each Client is solely responsible for selecting the Facilitator, the Holistic Wellness Services to be provided and the location at which Holistic Wellness Services will be performed, whether on the premises of a Facilitator, at a site designated by the Client, or virtually, on a phone call or video call. Any decision by a Client to receive Holistic Wellness Services or by a Facilitator to provide Holistic Wellness Services is a decision made in such person's sole discretion and at their own risk. All Users understand and acknowledge that (i) the Company does not conduct background checks on Clients and (ii) any provision of Services in a private location inherently increases the risks involved for both Clients, Facilitators and any personnel of Facilitators, as applicable. Each Facilitator must decide whether a Client is suited to such Facilitator's services and should exercise caution and common sense to protect the personal safety and property of such Facilitator and its personnel, as applicable, just as they would when interacting with anyone you don't know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES AND YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.
Holisticism does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Holistic Wellness Services provided by Facilitators nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Facilitators or Clients. Holisticism makes no representations or warranties whatsoever with respect to Holistic Wellness Services offered or provided by Facilitators or requested by Clients through use of the Services, whether in public, private, or offline interactions, or about the accreditation, registration or licensing of any Facilitator. You understand that Holisticism does not routinely screen its Users, inquire into the background of its Users or attempt to verify information provided by any User. Holisticism does not verify or confirm that any User is who they claim to be or is accurately representing themselves and does not verify or confirm any representations with respect to Holistic Wellness Services on the Services. Holisticism does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services. Notwithstanding the foregoing, Holisticism may, but is not obligated to, check the background and experience of Facilitators via third-party background check services and first party interviews, including but not limited to a verification of identity and a comprehensive criminal background check and may terminate a Facilitator based on any information discovered during such background checks and first party interviews.
In connection with certain services, including Holistic Wellness Services, for which reservations are made available on the Services, if approved by Holisticism, you may require Clients to enter credit card or other payment information, and at your discretion, you may charge fees for reservations, including cancelled and missed appointments, only in accordance with any policy posted on your Holisticism page at the time of the Client's booking. While Holisticism takes what it believes to be reasonable efforts to ensure secure transmission of your information to third parties who assess and process payments, Holisticism is not responsible for any fees or charges assessed by third parties or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, a Client's mistaken submission of payment information or submission of erroneous payment information.
You agree and represent that you will honor the reservations made by Clients through the Services, or will communicate with them in advance to resolve any scheduling conflicts to the Client's and Holisticism's satisfaction.
By creating an account with Holisticism (an "Account"), registering for a Subscription and paying the applicable Subscription Fee, you are granted a right to use the Services provided by Holisticism subject to the restrictions set forth in these Terms of Service and any other restrictions stipulated to you by us in writing. Our registration process will ask you for information including your name and other personal and business information (including information regarding any licensing and registration applicable to you where you provide the Services). You must complete this and other processes to access any funds that you accept through the Services. In registering for an Account, you agree to provide true, accurate, current and complete information about yourself as prompted by the Services' registration process and as requested from time to time by Holisticism (such information, "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Services, or otherwise advise us promptly in writing of any changes or updates to your Registration Data. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Services. We reserve the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
Once you register for the Services, you shall receive a unique user identification and password in connection with your Account (collectively referred to herein as "Account IDs"). You must use your or your business' true and accurate name when signing up for an Account. The name you go by on Holisticism is what will appear on your credit or debit card statement for all payments you accept using the Services.
By creating an Account, you confirm that you are either a legal resident of the United States, a United States citizen, or a business entity authorized to conduct business by the state(s) in which you operate. The Services and your Account may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII). The above paragraph is applicable to U.S.-based Users only, and international users are required to comply with applicable international law.
You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account IDs to access or use the Services under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Account IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your Account IDs, your disclosure of your Account IDs, or your authorization to allow another person to access or use the Services using your Account IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your Account including any charges incurred relating to the Services. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Services cannot be guaranteed.
Holisticism reserves the right, in its sole discretion, to terminate your Subscription, Account, or use of the Services, if you violate these Terms of Service, or for any reason or no reason at any time. We may also suspend your access to the Services and your Account (including the funds in your Account) if you (a) have violated the terms of these Terms of Service, any other agreement you have with Holisticism, including without limitation the EULA, or Holisticism's policies, (b) pose an unacceptable credit or fraud risk to us, (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct or (iv) for any other reason in Holisticism's sole discretion. This includes the right to modify or terminate any Subscription prior to the end of any pre-paid period.
You may terminate these Terms of Service by terminating your Account at any time. Upon closure of an Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.
If your Subscription and/or Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service, (b) to immediately stop using the Services, (c) that any licenses grant to you under these Terms of Service shall end, (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, and (e) that Holisticism shall not be liable to you or any third party for termination or suspension of access to the Services or for deletion or hiding of your information or account data. You agree that Holisticism may retain and use your information and account data as needed to comply with investigations and applicable law.
We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of these Terms of Service does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in these Terms of Service.
By creating an Account as a Facilitator, you certify that you are, or if you are a studio, merchant or other business entity, all of your employees, independent contractors or agents who are providing the Holistic Wellness Services each are, a licensed professional and that your business information is correctly represented on Holisticism. You further certify that you are duly licensed to provide Holistic Wellness Services "in-home" or otherwise outside your place of business should you advertise such Holistic Wellness Services on Holisticism. Holisticism reserves the right to remove or hide any incorrect, out of date, or illegal information from profiles, as well as remove or hide the entire profile itself.
By signing up as a Facilitator, you confirm that you will not accept payments from or in connection with the following businesses or business activities: (1) any illegal activity or goods, (2) buyers or membership clubs, including dues associated with such clubs, (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment services, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) manual or automated cash disbursements, (16) prepaid cards, checks, or other financial merchandise or services, (17) sales of money-orders or foreign currency, (18) wire transfer money orders, (19) high-risk products and services, including telemarketing sales, (20) service station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (24) internet/mail order/telephone order cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate or harmful products, (28) escort services, or (29) bankruptcy attorneys or collection agencies engaged in the collection of debt.
By creating an Account as a Facilitator, you acknowledge and agree that Holisticism may send email or other electronic communications on your behalf in connection with the Holistic Wellness Services offered by you, including without limitation for the purposes of confirming appointments and soliciting feedback on Holistic Wellness Services.
Payment Processing Services
The Services allow Clients to pay and Facilitators to accept payments, including Card-based payments initiated with Cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the "Networks"). We are not a bank and we do not offer banking services as defined by the United States Department of Treasury.
Holisticism facilitates the processing of payments Facilitators receive from Clients. This means that we collect, analyze and relay information generated in connection with these payments.
Facilitators authorize us to hold, receive, and disburse funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your Account is closed or terminated.
Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payments from the Client for Holistic Wellness Services and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.
Unauthorized or Illegal Use
We may decide not to authorize or settle any transaction that you submit to us if we believe in our sole discretion that the transaction is in violation of these Terms of Service or any other Holisticism agreement, or that it exposes Facilitators, other Holisticism Users, the PSP or Holisticism to harm. Harm includes fraud and other criminal acts as determined by Holisticism in our sole discretion. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement. We may also request information (including, but not limited to, information about services rendered, identity verification and copies of applicable professional licenses) from you to assist in our investigation of a suspicious transaction. You hereby agree to provide us with such information and assistance in a timely manner and acknowledge that payment in connection with the suspicious transaction may be delayed until such transaction has been cleared by Holisticism, in its sole discretion.
Holisticism works with any US-issued and most non-US issued credit, debit, prepaid, or gift cards ("Cards") with a Visa, MasterCard, or Discover logo. We may remove or add Cards that we accept at any time without prior notice. We will generally only process Cards that receive an authorization from the applicable Network and Card issuer. You understand that there may be times when the Client may not be the authorized user of the Card or that such Client may otherwise contest the transaction through the Chargeback process (described below). You agree to comply with the Chargeback process and to liability associated with such Chargebacks.
Network Rules that Apply
The Networks require that you and Holisticism comply with all applicable bylaws, rules, and regulations ("Network Rules"). The Networks amend their rules and regulations from time to time. Holisticism may be required to change these Terms of Service in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com, www.mastercard.com, and www.americanexpress.com.
Network Rules currently prohibit you from dispensing cash on any Card transaction. The Rules also restrict your ability to assess a surcharge or split a single transaction in to multiple transactions except in certain limited situations.
Your use of Network logos is governed by the Rules; you agree to familiarize yourself with and to comply with these requirements.
Access to Account Funds
Subject to the payout schedule identified below, we will deposit amounts received by us for transactions you submit through the Services (less any applicable Fees) to your verified bank account.
In the event the bank account you link to your Account is incorrect and Holisticism is not able to debit or credit the bank account, the bank account will be de-linked from your Account.
In the event that you do not have an ACH-enabled bank account linked to your Account, you may request a physical check. Check requests may be subject to a processing fee and an identity verification process. It is your obligation to request a check or otherwise link an ACH-enabled bank account to your Account in order to receive your funds.
Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we have received or sent the funds and when we or the designated financial institutions have accepted the transaction or funds.
Standard Schedule of Payouts
Once you validate your US bank account, Holisticism will automatically initiate a payout to your bank account on the last Thursday of the calendar month. Payouts to your bank account for payments sent before 4pm Pacific Time will usually fund within 3-5 business days.
Availability of Funds
Should Holisticism need to conduct an investigation or resolve any pending dispute related to your Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as necessary to comply with applicable law or court order, or if otherwise requested by law enforcement or governmental entity.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services ("Taxes"). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. Holisticism specifically disclaims any liability for Taxes.
Each Facilitator, as a separate entity from Holisticism, is solely responsible for all customer service issues relating to such Facilitator's goods or services, including without limitation, any Holistic Wellness Services, pricing, order fulfillment, order or appointment cancellation, returns, refunds and adjustments, rebates, functionality and warranty, and feedback concerning experiences with such Facilitator, any personnel, their policies or processes. In performing customer service, Facilitators must present themselves as a separate entity from Holisticism. As between Facilitators and Holisticism, Holisticism is solely responsible for customer service issues relating to any Account, payment, Card processing, debiting or crediting. You as a facilitator are responsible for communicating accurate information regarding your session location, duration, and details.
Refunds and Returns
By accepting payment Card transactions with Holisticism, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Account, for cancellations made prior to the 24 hour cancellation window, and in accordance with these Network Rules. Network Rules require that (a) you do not give cash refunds to a Client in connection with a Card sale, unless required by law, and (b) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Client for postage that the Client paid to request a refund of a service. If you accept returns and are making an uneven exchange of services (e.g., the sales price is not the same), you must issue a full refund of the original purchase, and charge in full the client for the new service being purchased.
The Fees are also refunded by Holisticism, so the full purchase amount is always returned to your Client. Holisticism has no obligation to accept any returns of any of your goods or services on your behalf.
Liability for Chargebacks and Fraudulent Actions
The amount of a transaction may be reversed or charged back to your Account (a "Chargeback") if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Client or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of the terms of these Terms of Service.
Holisticism is not liable for any losses relating to Chargebacks, fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid as determined in Holisticism's sole discretion ("Fraudulent Actions"). By using the Services, you hereby release Holisticism from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Holisticism of any Fraudulent Actions which may affect the Services. Holisticism reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.
Holisticism Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your Account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under these Terms of Service until such time that: (a) a Chargeback is assessed due to a Client's complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the Client may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Account deficit balances unpaid by you.
Holisticism Set-off Rights
You grant us a security interest in, as well as a right of setoff against, and hereby assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under these Terms of Service, all of your right, title, and interest in and to all of your accounts with us. However, this grant will not apply to any accounts for which the grant of a security interest would be prohibited by law. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under these Terms of Service or any other related agreements; and (ii) whether the obligation is contingent, matured or unmatured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.
To the extent permitted by law, we may set off against the balances for any obligation you owe us under these Terms of Service, including without limitation any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the balance in your Account. If you owe us an amount that exceeds your balance, we may charge or debit a payment instrument registered in your Account or any connected Account (as well as set off against any balance in any connected Account). Your failure to fully pay amounts that you owe us on demand will be a breach of these Terms of Service. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and any applicable interest.
If there is no activity in your Account (including access or payment transactions) for at least two years, consecutively, and you have a balance, we will notify you by sending an email to the email address associated with your Account and give you the option of keeping your Account open and maintaining the balance, withdrawing the balance, or requesting a check. If you do not respond to our notice within thirty days, we will automatically close your Account and escheat your funds in accordance with applicable law, and if permitted, to Holisticism.
We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the amount to which you were entitled, Holisticism will credit your Account for the difference. If the error results in your receipt of more than the amount to which you were entitled, Holisticism will debit the extra funds from your Account. Holisticism will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
Use of the Services; Limitations and Changes to the Services.
We may change, modify, suspend, or discontinue all or any part of the Services at any time, with or without reason. You acknowledge that the operation of the Services may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Holisticism shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Services. Holisticism has no obligation to maintain or update the Services or to continue producing or releasing new versions of the Services.
We will make reasonable efforts to keep the Services operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will endeavor to provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
As a User of the Services, you agree to follow all applicable rules and laws and take full responsibility for any promotion you offer via the Services.
When you publish content or information using the "public" setting, it means that everyone, including people outside of the Holisticism community, will have access to that information, and we may not have control over what they do with it, including limiting their ability to repost or re-publish such information.
We always appreciate your feedback or other suggestions about Holisticism, but you understand that we may use them and you hereby grant us all rights to such suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).
We do our best to keep Holisticism safe and spam free, but can't guarantee it. In order to help us do so, you agree not to:
send or otherwise post unauthorized commercial communications (such as spam) on the Services.
collect Users' content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
engage in unlawful multi-level marketing, such as a pyramid scheme, on the Services.
upload viruses or other malicious code.
solicit login information or Account IDs or access an account belonging to someone else.
bully, intimidate, or harass any User.
post content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence.
develop, advertise or otherwise market alcohol-related or other mature content.
use Holisticism to do anything unlawful, misleading, malicious, or discriminatory.
do anything that could disable, overburden, or impair the proper working of Holisticism or the Services, such as a denial of service attack.
facilitate or encourage any violations of these Terms of Service.
To make sure we are able to provide a service to our Users and customers, we need to make sure our pages are accurate and up-to-date. To help us do so, you agree to:
keep your Registration Data and contact information accurate and up-to-date.
keep your Account IDs and Account information confidential and to not share your login information or Account IDs, let anyone else access your Account, or do anything else that might jeopardize the security of your Account.
You should not share any protected health information with service providers via the Service. The Services are not intended to be used to communicate protected health information, and it is not intended to be compliant with the Health Insurance Portability and Accountability Act (HIPAA). The term "protected health information" means any information that relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual. If you do share any protected health information, you do so at your own risk.
The Services contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the Services, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the "Company Property"). You may not copy, modify, or reverse engineer any part of the Services or the Company Property.
In order to operate the Services, the Company needs to make certain use of your publicly posted Content. Therefore, by posting, uploading or submitting to Holisticism, or making available for inclusion in publicly accessible areas of Holisticism, any text, images, photos, graphics, audio or video, including any content protected by intellectual property rights (collectively, "Content"), you represent that you have full authorization to do so. You also hereby grant Holisticism a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and make derivative works of such Content in connection with the Services and any services or products affiliated with the Services, regardless of the form of media used or of whether such services or products now exist or are developed in the future. This license exists only for as long as you elect to continue to include such Content on Holisticism and will terminate at the time such Content is hidden or removed from the Services by you or by Holisticism; provided that the license will not terminate and will continue notwithstanding any removal of the Content or termination of your use of the Services to the extent, Holisticism needs to use such Content in connection with any investigation or compliance with any laws.
You agree to not post any images containing written text or text overlays. Images may not have symbols or text-images anywhere in the photo, including but not limited to shapes, logos, or emoticons, etc. Holisticism reserves the right to remove or hide or change any images without notice.
When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others).
Subject to the terms and conditions hereof, Company hereby grants each Facilitator a limited, revocable, non-sublicensable license to display the logos, trademarks or other design marks of the Company that were provided by the Company to Facilitator for use solely in connection with your use of the Services, promotion of Holistic Wellness Services offered via the Services or other uses expressly permitted by the Company in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the Company's logo or other Company Property (collectively, "Derivative Works") are the sole property of the Company. No other rights are granted to you with respect to the Company Property other than those rights granted explicitly herein, including with respect to any Derivative Works.
Any Content posted by a User belongs to the person that posted such Content. You may use any Content posted by you in any way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.
The Company reserves the right to remove or hide any Content from the Services, at its sole discretion.
The Company reserves the right to send Facilitators and Clients a newsletter from time to time if they opt-in to receiving one. This communication will be highly targeted based on how each Client uses Holisticism and will be designed to inform Clients of how to get more value from the Services.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND YOU AGREE THAT IT IS SOLELY YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH OTHER FACILITATORS AND CLIENTS AND IN THE PROVISION OR RECEIPT OF HOLISTIC WELLNESS SERVICES. HOLISTICISM IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. HOLISTICISM IS UNDER NO OBLIGATION TO, AND DOES NOT ROUTINELY, SCREEN ITS USERS, INQUIRE INTO THE BACKGROUND OF ITS USERS OR ATTEMPT TO VERIFY INFORMATION PROVIDED BY ANY USER. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SERVICES OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER PARTICIPANTS OR USERS.
IT IS POSSIBLE FOR OTHERS TO OBTAIN PERSONAL INFORMATION ABOUT YOU DUE TO YOUR USE OF THE SERVICES OR STYLING SERVICES, AND THAT THE RECIPIENT MAY USE SUCH INFORMATION TO HARASS OR INJURE YOU. WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL INFORMATION THAT YOU DISCLOSE ON THE SERVICES OR THROUGH THE SERVICES. YOU UNDERSTAND THAT IN USING THE SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURE THAT IS NOT UNDER HOLISTICISM’S CONTROL (SUCH AS THIRD-PARTY SERVERS). HOLISTICISM MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURE.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HOLISTICISM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
HOLISTICISM MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (IV) THAT THE SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
HOLISTICISM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF STYLING SERVICES OFFERED OR PROVIDED BY FACILITATORS OR REQUESTED BY CLIENTS THROUGH USE OF THE SERVICES WHETHER IN PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS OR ABOUT THE ACCREDITATION, REGISTRATION OR LICENSE OF ANY PROFESSIONAL.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HOLISTICISM OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation of Liability and Release
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HOLISTICISM OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) STYLING SERVICES FACILITATED BY THE SERVICES OR ANY INTERACTIONS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY) OR ANY DISPUTE WITH ANY USER; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE SERVICES OR YOUR DATA OR TRANSMISSIONS; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.
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 may not apply to you.
HOLISTICISM EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE SERVICES. BECAUSE HOLISTICISM IS NOT INVOLVED IN THE ACTUAL INTERACTIONS BETWEEN FACILITATORS AND CLIENTS OR IN THE PROVISION OF ANY STYLING SERVICES, YOU HEREBY RELEASE AND FOREVER DISCHARGE HOLISTICISM AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF STYLING SERVICES OR OTHERWISE.
To expedite resolution and the cost of any dispute, controversy or claim related to these Terms of Service ("Dispute"), you and Holisticism agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Holisticism.
If you and Holisticism are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Services (except those Disputes expressly excluded below) shall be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share or arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed USD 10,000, Holisticism will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in these Terms of Service, you and Holisticism may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Exceptions to Alternative Dispute Resolution.
Claims where mandatory arbitration is prohibited by a valid, non-preempted law, including claims under the Private Attorney General Act of 2004, California Labor Code 2698 et seq. ("PAGA") to the extent waiver of such claim is deemed unenforceable by a court of competent jurisdiction, are not covered by this arbitration provision. Nothing in this arbitration provision will prevent either party from bringing an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in Los Angeles County, California, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.
Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Proceeding.
You and Holisticism agree that any arbitration will be limited to the Dispute between Holisticism and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND HOLISTICISM ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Holisticism otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.
Location of Arbitration.
Arbitration will take place in Los Angeles County, California. You and Holisticism agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the California state and Federal courts located in Los Angeles, California have exclusive jurisdiction and you and Holisticism agree to submit to the personal jurisdiction of such courts.
Right to Opt out of Arbitration and Class Action/Jury Trial Waiver.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of these Terms of Service by notifying Holisticism in writing within 30 days of the date you first registered for the Services or a Subscription or 30 days from the date these Terms of Service were last updated. To opt out, you must send a written notification firstname.lastname@example.org that includes (a) your user identification, (b) your name, (c) your address, (d) your telephone number, (e) your email address and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver sections.
You and Holisticism agree that, other than as set forth under the subsection entitled "Waiver of Right to be a Plaintiff or Class Member in a Purported Class Action or Representative Proceeding" in Section 15 above, if any portion of Section 15 entitled "Dispute Resolution" is found illegal or unenforceable, that portion will be severed and the remainder of these Terms of Service will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" in Section 15 is found to be illegal or unenforceable, neither you or Holisticism will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Los Angeles, California, and you and Holisticism agree to submit to the personal jurisdiction of that court.
Except as expressly provided otherwise, these Terms of Service are governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles.
Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, the enforceability of Section 15 entitled "Dispute Resolution" shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
You agree to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney's fees) arising from or relating to: (i) your use of and access to the Services; (ii) Holistic Wellness Services facilitated by the Services or any interaction between you and another user; (iii) your violation of any term of these Terms of Service; (iv) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or (v) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Services. This defense and indemnification obligations will survive the termination of these Terms of Service and your use of the Services.
By using the Services, you may receive information about Clients or other third parties. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Client or other third party.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.