PranaSpirit Nutrition & Wellness, LLC Terms and Conditions

Effective Date: May 24, 2021

Welcome to https://www.ilenecohen.com (the “Website”) provided by PranaSpirit Nutrition & Wellness, LLC (“PranaSpirit” or “we” or “our” or “us”).

These Terms and Conditions (“Terms”) are a binding legal agreement between the Website users (“User” or “you” or “your”) and us regarding your access to and use of the Website.

Please read these Terms carefully before using our Website.

By using the Website, you accept and agree to be bound by these Terms.

If you do not agree to these Terms, please do not use the Website.

By agreeing to these Terms, you also agree to the terms of our Privacy Policy and HIPAA Notice of Privacy Practices (“HIPAA Notice”), which are incorporated herein.

Before using the Website, please carefully review our Privacy Policy and HIPAA Notice.

All personal information provided to us will be processed in accordance with our Privacy Policy.

All protected health information provided to us will be processed in accordance with our HIPAA Notice.

To the extent there are inconsistencies between these Terms and our Privacy Policy or HIPAA Notice, these Terms will control.

We may, from time to time, modify these Terms. When we modify these Terms, we will post the revised Terms on the Website and indicate the effective date.

Your use of the Website following any such modification constitutes your agreement to the modified Terms and Conditions.

Eligibility

By using the Website, you represent and warrant that (a) any registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Website does not violate any applicable law or regulation.

Any account that you create with us may be terminated without warning if we believe that you are under 13 years of age, or if we believe that you are under 18 years of age and you represent yourself as 18 or older.

As detailed in our Privacy Policy, we do not knowingly collect or maintain information about anyone under the age of 13.

We may also terminate or suspend your access to all or part of the Website, without notice, for any reason at our sole discretion.

Such termination or suspension may occur for any conduct that we believe is a violation of these Terms and Conditions, is in violation of any applicable law, or is harmful to the interests of Company and its Users.

The Website Does Not Provide Medical Advice

The contents of the Website, such as text, graphics, photographs, video, images, our newsletter, and other material and content contained on the Website (collectively, the “Content”) are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Your use of the Website does not create a doctor and patient relationship or a health care provider and patient relationship. The Website does not offer medical advice and nothing contained in this Website is intended to constitute professional advice for medical diagnosis and treatment.

Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition.

Never disregard professional medical advice or delay in seeking it because of something you have read on the Website.

If you think you may have a medical emergency, call your doctor or 911 immediately.

PranaSpirit does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website.

Reliance on any information provided by the Website is solely at your own risk.

Although PranaSpirit strives to ensure that the information it provides on the Website is correct, the Company cannot guarantee that it is always accurate and up-to-date.

PranaSpirit offers the Website AS IS without any warranties as detailed in the “Disclaimer of Warranties” section below.

Ownership of Content and Limited License

As between you and PranaSpirit, PranaSpirit owns, solely and exclusively, all right, title and interest in and to the Website and all Content residing on the Website.

Your use of the Website does not grant you ownership of any of the Content that you may access on these Website.

You may download the Content displayed on the Website for your personal and non-commercial use only. You may not remove or alter any intellectual property legends or notices contained on the Content. You may not distribute, modify, transmit, reuse, repost, or make derivative works using any of the Content for commercial purposes.

PranaSpirit grants you a limited, revocable and nonexclusive license to access and make personal use of the Website but not to download or modify it, or any portion of it, except as allowed by these Terms or with express written consent of PranaSpirit. This license does not include any resale or commercial use of PranaSpirit or its Content.

Trademarks

The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Website or on Content are registered or unregistered Trademarks of PranaSpirit or others and may not be used unless authorized by the trademark owner. Nothing contained on the Website should be construed as granting any license or right to use any Trademark without our written permission or that of the trademark owner. Your misuse of any Trademark is strictly prohibited.

User Content

We allow you to post, upload, submit, store, or share content through the Website (“User Content”). You retain ownership of any intellectual property rights that you hold in that User Content. In other words, you own your User Content.

When you upload, submit, store, or share User Content through the Website, you are granting us and our successors, assigns, and licensees, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize the User Content whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, we ask that you not post any User Content that you do not wish to license to us.

You agree that:

You own all rights to your User Content and you have the right to give us the rights described above;

• Your User Content does not violate or infringe the contractual rights, intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party;
• You will not post any User Content that is inaccurate, incomplete, misleading, disparaging, or otherwise illegal; and
• You will not use User Content to endorse or promote any product, service, opinion, cause or political candidate.

By submitting User Content, you irrevocably grant PranaSpirit and its successors, assigns, and licensees, the right to use your name, likeness, image, and biographical information in any and all media for any purpose, including, without limitation, advertising and publicity purposes and hereby release PranaSpirit from any liability with respect thereto.

We may refuse to accept or transmit User Content for any reason at our sole discretion.

We may delete or remove User Content from the Website for any reason at our sole discretion.

Third Party Websites

The Website may contain hyperlinks (“Links”) to websites operated by persons or entities other than PranaSpirit (“Third-party Website”). We provide these Links for your reference and convenience only.

A Link from the Website to a Third-party Website does not imply or mean that we endorse the content on that Third-party Website or the operator or operations of that website. You are solely responsible for determining the extent to which you use any content at any Third-party Websites to which you might link from the Website.

We are not responsible or liable for any loss or damage incurred as a result of any dealings with any Third-party Website, any merchant or operator of a Third-party Website.

Your Responsibilities

You agree to comply with all applicable laws in connection with your use of the Website, and any further limitations as may be set forth in any written notifications from PranaSpirit. As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by these Terms.

Disclaimer of Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS WEBSITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS WEBSITE. THIS WEBSITE AND ALL OF ITS CONTENT (INCLUDING USER CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PRANASPIRIT AND ITS OWNERS, OFFICERS, EMPLOYEES, AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS WEBSITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS WEBSITE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRANASPIRIT AND ITS OWNERS, OFFICERS, EMPLOYEES, AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS WEBSITE; (C) THAT THE CONTENT OF THIS WEBSITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS WEBSITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.

WE DO NOT REPRESENT OR WARRANT THAT THIS WEBSITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS WEBSITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO, INCLUDING WITHOUT LIMITATION, INCLUDING ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OF USE.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER WE NOR OUR OWNERS, OFFICERS, EMPLOYEES, ASSIGNEES, LICENSORS, OR SUPPLIERS WILL BE LIABLE TO ANY PARTY UNDER THESE TERMS OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TO USE OR ACCESS THE WEBSITE OR ANY PRODUCTS, SERVICES OR CONTENT MADE AVAILABLE THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES).

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OUR AND OUR OWNERS, EMPLOYEES, ASSIGNEES, SUPPLIERS AND LICENSORS’ MAXIMUM TOTAL LIABILITY TO YOU FOR ALL CLAIMS UNDER THESE TERMS OR OTHERWISE IN CONNECTION WITH THE WEBSITE IS LIMITED TO ACTUAL DAMAGES IN THE AMOUNT OF $100, REGARDLESS OF THE BASIS OF THE CLAIM.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT FULLY APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US (AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US), OUR AND OUR OWNERS, EMPLOYEES, ASSIGNEES, LICENSORS AND SUPPLIERS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold PranaSpirit, and its owners, officers, employees, independent contractors and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Website, your placement or transmission of any Content or other materials through the Website, your breach of any of your representations or warranties, your violation of the law, these Terms, or any rights of a third party.

PranaSpirit reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with PranaSpirit’s defense of such claim.

Complaints

You agree that you shall immediately notify us in writing of any objectionable content appearing on the Website.

PranaSpirit will make good faith efforts to investigate allegations that any content violates these Terms but (i) makes no warranty to you that it will edit, remove, or continue to permit the display of any specific User Content, whether or not subject to such allegations, and (ii) will have no liability whatsoever for editing, removing, or continuing to permit the display of any User Content whatsoever.

We respect the intellectual property of others and require that our users do the same.

If you believe that your work has been copied in violation of your intellectual property rights, please let us know at the following email address: co*****@il********.com .

Jurisdiction

You expressly agree that exclusive jurisdiction for any dispute with PranaSpirit, or in any way relating to your use of the Website, resides in the courts of the State of California, County of Los Angles, City of Santa Monica, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of California, County of Los Angles, City of Santa Monica in connection with any such dispute including any claim involving PranaSpirit or its owners, employees, contractors, officers, directors, and content providers.

These Terms and Conditions are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.

No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Miscellaneous

Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. We will not be responsible or liable for any failure or delay to perform any of our obligations under these Terms resulting from any event or circumstance beyond our reasonable control.

Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be enforced to the fullest extent permissible under applicable law and in all other jurisdictions and circumstances (and otherwise will be severed from these Terms), and the remaining provisions of these Terms will continue to be in full force and effect.

The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.

You may not assign or delegate any of your rights or obligations under these Terms without our prior written consent, and any purported assignment in contravention of the foregoing will be null and void. These Terms will be binding the parties hereto and their respective successors and permitted assigns.

These Terms, including the Privacy Policy and HIPAA Notice, constitute the entire agreement between you and us concerning the Website, and supersede all prior agreements or communications between you and us regarding the subject matter of these Terms.

Contact Information

If you have any questions or concerns about the Website, or these Terms, you may contact us by email at co*****@il********.com .