Please read these Terms of Service (“Terms” or “Agreement”), which apply to our Websites and Services.  DO NOT USE THIS WEBSITE OR OUR SERVICES IF YOU DO NOT AGREE TO THESE TERMS.

 

 

“You” refers to an individual accessing or using the Websites or Services, or may refer to the company, or other legal entity on behalf of which such individual is accessing or using the Websites or Services, as applicable.

 

 

NO MEDICAL, MENTAL HEALTH, FINANCIAL, OR LEGAL ADVICE

 

Sum Of All Positive, LLC (“we”, “us”, or “our”) offers health and wellness coaching services (“Services”). Our Services are not to be construed as medical, mental health, financial, or legal advice. We do not provide medical diagnosis or treatment that can be provided by your own medical provider (including doctor or physician, nurse, physician’s assistant, or any other health professional), mental health provider (including psychiatrist, psychologist, therapist, counselor, or social worker), registered dietitian or licensed nutritionist.

 

You agree that you are solely responsible for contacting or retaining the services of your chosen professionals, physicians, and/or health care providers to assist you in providing such medical, mental health, financial, or legal advice. You agree that you will remain responsible to be mindful of your own wellbeing while receiving our Services and to seek medical treatment as needed. We are not responsible for any decisions made by you as a result of our recommendations made by us or for any consequences thereof.

 

 

YOU MUST BE 18 YEARS OF AGE.

 

You must be at least eighteen (18) years old to participate in any workshops or Services offered by us.

 

 

Privacy

 

Our Privacy Policy describes how we collect and treat your data, and you agree to the provisions of our Privacy Policy.

 

 

Acknowledgement

 

Your access to and use of the Websites and Services is conditioned on Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Websites or Services.

 

By accessing or using the Websites or Services, You agree to be bound by these Terms. If You disagree with any part of these Terms, then You may not access the Website or Services.

 

Your access to and use of the Websites or Services is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Websites or Services and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Websites or Services.

 

 

Ownership

 

The Services, including this Website, and all computer software in source code, object code or other form, databases, indexing, search, and retrieval methods and routines, hypertext markup language code, active server pages, intranet pages, and similar materials, and all intellectual property (IP) and other rights, title, and interest therein, including copyrights, trade secrets, rights in patents, compilations, inventions, modifications, derivative works, discoveries, improvements, processes, methods, designs and know-how, whether or not copyrightable or patentable, pertaining to any of the foregoing (all of which shall be deemed part of the Services), whether conceived by Sum Of All Positive, LLC, alone or in conjunction with others (collectively, “Sum Of All Positive, LLC IP”), constitute Sum Of All Positive, LLC trade secrets and Confidential Information, and the valuable IP and proprietary material of Sum Of All Positive, LLC or its licensors are protected by applicable intellectual property laws of the United States and other countries.  Except for the rights expressly granted to You in this Agreement, all rights in the Services and all Sum Of All Positive, LLC IP, including any deliverables resulting from the Services and all intellectual property and proprietary rights thereto, are and shall remain solely owned by Sum Of All Positive, LLC and its respective licensors and are hereby assigned to Sum Of All Positive, LLC.  We reserve all rights not expressly granted to You in this Agreement. All other Marks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

 

 

Limited License

 

We grant you a non-exclusive, non-transferable, limited revocable license to use the Website and Services solely for their intended purpose as described herein and as permitted by these Terms.

 

We are not responsible for any information loss or damages resulting from system failure due to any external or internal devices, acts of nature, or acts of God.

 

 

Restrictions on Use

No content of the Website, including any other Internet site owned, operated, licensed, or controlled by us (“Content”) and no Sum Of All Positive, LLC IP may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that you may download one (1) copy of the program materials that we may make available to you for such purposes on a single computer for your personal, non-commercial, home use only, provided that you: (a) keep intact all copyright, trademark and other proprietary rights notices; (b) do not modify any of the Content or Sum Of All Positive, LLC IP; and (c) do not use any Content or Sum Of All Positive, LLC IP in a manner that suggests an association with any of our products, services or brands.

 

YOU MAY NOT USE the Website, nor permit any user to use the Website, to create, reproduce, upload, store, process, display, transmit or distribute information or data:

 

for commercial purposes;

 

that infringes or misappropriates a third party's intellectual property or proprietary rights, including patents, copyrights, trade secrets and trademarks; 

 

that discloses confidential or trade secret information or materials in breach of a legal obligation not to disclose such information or materials;

that violates or encourages conduct that would violate any applicable laws, including any criminal laws, or any third party rights, including confidentiality, publicity or privacy rights; 

 

that is obscene or excessively profane; 

 

that may be harmful to minors; 

 

that promotes or advocates hatred or violence, or promotes or encourages discrimination against or intolerance of any person or group based on race, ethnicity, religion, sex, sexual orientation or on any other basis which would constitute a violation of law; 

 

that advocates or provides instructions regarding computer hacking or cracking;

 

related to phishing or other methods of identity theft;

 

related to or consisting of illegal or malicious malware such as viruses, worms, time bombs, trojan horses and other harmful or malicious files, scripts, agents or programs;

 

that is false and defamatory;

 

constituting “fake news,” i.e., information of public interest depicted to be actual or true but known to be false, or which should reasonably be known to be false, for political or other purposes, except for satire;

 

that generates unsolicited commercial email (spam), including, but not limited to, spoofing, imitating or impersonating Sum Of All Positive, LLC, creating false accounts for the purpose of sending spam, data mining, scraping or harvesting any web property, sending email to users who have requested to be removed from a mailing list, selling to, exchanging with, sharing with or distributing to a third party personal data, including the email addresses of any person without such person's knowing and continued consent to such disclosure;

 

or that launches any automated system, including without limitation, “robots,” “spiders,” “offline readers,” or similar tools, that accesses the Website in a manner that sends more request messages to the Website’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.

 

You may not circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content.

 

You agree not to decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website or any part thereof, or rent, lease, loan, sell, distribute, or create derivative works based on the Website, in any manner, nor use or exploit the Website in any unauthorized way.

 

Any violations of the foregoing will constitute a material breach of the Agreement and may result in termination of this Agreement or suspension or termination of your account or access to the Websites or Services.

 

Links to Other Websites

 

Our Websites may contain links to third-party web sites or services that are not owned or controlled by the Company.

 

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

 

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

 

Termination

 

We may terminate or suspend Your access immediately, upon written notice and without liability, for any reason whatsoever, including without limitation, if You breach these Terms and Conditions or if we believe that your behavior is damaging to our reputation. In such aforementioned cases, you will not be entitled to a refund.

 

For all requests for refunds, please provide your reason for such a request, as we value your feedback and would like to know how we can improve our Services.

 

Upon termination, Your right to use the Service will cease immediately.

 

Confidentiality

 

1. “Confidential Information” means: (a) information of a Party in all forms which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, including these Terms (including pricing), as well as business and marketing plans, technology and technical information, and product plans and designs, and business processes disclosed by such Party; as well as (b) other information that is provided to or obtained by one Party and that is valuable to the other Party and not generally known by the public, in each Party’s case as to (a) and (b), whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding disclosure.  Under all circumstances, even if not marked as such, Confidential Information of Sum Of All Positive, LLC includes the non-public-facing elements of the Services, Sum Of All Positive, LLC’s IP, and all elements and components and elements thereof, regardless of form, each of which consist of and comprise of trade secrets of Sum Of All Positive, LLC.

 

2. Effective retroactive to the date a Party first disclosed Confidential Information to the other, each Party (“recipient”) will hold in confidence and, without the consent of the other Party (“disclosing Party”), will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of the disclosing Party except as expressly permitted hereunder.  The recipient of Confidential Information may only disclose the Confidential Information to its employees, agents, and independent contractors with a need to know the information in connection with the performance of this Agreement, provided that any such employees, agents and independent contractors shall first be subject to written obligations of confidentiality to protect Confidential Information in a manner consistent with this Agreement and the recipient shall be responsible to the disclosing Party for any damages for unauthorized use, disclosure, duplication or other misuse of the Confidential Information resulting from its possession by a third party.  Without limiting the foregoing, the recipient of the Confidential Information agrees that it will exercise at least the same standard of care in protecting the confidentiality of the disclosing Party’s Confidential Information as it does with its own Confidential Information of a similar nature, but no less than a reasonable degree of care.

 

3. Exceptions.  Except with respect to the Services and all components and elements thereof which shall remain Confidential Information of Sum Of All Positive, LLC, Confidential Information shall not include information if and only to the extent that the recipient establishes that the information: (a) is or has become a part of the public domain through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and had not been obtained by the recipient either directly or indirectly from the disclosing Party; (c) was lawfully disclosed to the recipient by a third party without restriction on disclosure; or (d) was independently developed by the recipient without reference to the disclosing Party’s Confidential Information.  If required by a lawful, validly issued subpoena, order of a court of competent jurisdiction, or request for information from a governmental agency, the recipient may disclose only that part of the Confidential Information of the disclosing Party which it is legally required to disclose, in the opinion of the recipient’s legal counsel, and shall notify the disclosing Party prior to such disclosure in order to provide the disclosing Party an opportunity to seek an appropriate protective order or other judicial relief to prevent such disclosure.  Notwithstanding the foregoing, the recipient shall cooperate (at the disclosing Party’s expense) in all efforts of the disclosing Party to prevent disclosure of the disclosing Party’s Confidential Information.  A copyright notice on the Service or any part thereof or on other materials shall not be deemed evidence of publication or public disclosure.

 

Indemnification

 

You agree to defend, indemnify, and hold harmless Sum Of All Positive, LLC and its affiliates and respective officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from your breach of any representation, warranty, or obligation under this Agreement.

 

Limitation of Liability

 

Notwithstanding any damages that You might incur, the entire liability of the Company and its affiliates under any provision of these Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for our Services.

 

To the maximum extent permitted by applicable law, in no event shall the Company or its affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Websites or Services, third-party software and/or third-party hardware used with the Websites or Services, or otherwise in connection with any provision of the Terms), even if the Company or any affiliate has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

 

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

 

"AS IS" and "AS AVAILABLE" Disclaimer

 

The Websites and Services are provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Websites and Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Websites or Services will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Each person has varying degrees of awareness, skills and work ethic, and your level of participation, along with factors outside of our control will impact your level of success obtained from your efforts within our service offerings. You understand and agree that you are fully responsible for your own development and success during your use of our Services.

 

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

 

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

 

Governing Law

 

The laws of the State of Florida in the United States of America, excluding its conflicts of law rules, shall govern these Terms and Your use of the Websites or Services. Your use of the Websites or Services may also be subject to other local, state, national, or international laws.

 

 

Disputes Resolution

 

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute by contacting the Company. If the dispute cannot be resolved by the foregoing, the parties agree to attempt arbitration before a single arbitrator, using the Commercial Rules of the American Arbitration Association in the State of Florida. The laws of the State of Florida shall govern these Terms. If it becomes necessary for us to enforce these Terms through legal action, then we shall be entitled to recover reasonable attorneys’ fees and costs incurred.

 

 

For European Union (EU) Users

 

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you reside.

 

United States Legal Compliance

 

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

 

Severability and Waiver

 

SEVERABILITY

 

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

 

WAIVER

 

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

 

Translation Interpretation

 

These Terms and Conditions may have been translated if We have made them available to You on our Service.

 

You agree that the original English text shall prevail in the case of a dispute.

 

Changes to These Terms and Conditions

 

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

 

By continuing to access or use our Websites or Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Websites and the Services.

 

Contact Us

 

If you have any questions about these Terms of Service, You can contact us: marina@sumofallpositive.com.

 

 

Last updated: January 16, 2023.