Introduction

These terms and conditions govern your purchase and use of Services from Vida Rose Coaching Solutions, LLC, as well as its successors and assigns (“Vida Rose” or “us”), and also govern your use of the Vida Rose Website (“Vida Rose Site”); these terms and conditions constitute a legally binding agreement (the “Agreement”) between you and Vida Rose. Throughout this Agreement, you will be referred to as “you” or as a “Visitor,” or as applicable, as a “User” or “Purchaser.”

These terms apply to you if you use the Vida Rose website or any Vida Rose Services. They are divided into four sections, any or all of which may apply to you.

General Terms and Conditions

In exchange for Vida Rose allowing you to use or visit the Vida Rose Site, and/or for allowing you to purchase or use Vida Rose’s services, you are agreeing to this Agreement. You are acknowledging that your decision to use the Vida Rose Site is completely voluntary and for adequate consideration.

Please be advised that provisions in this agreement govern how claims you and Vida Rose have against each other can be brought, including provisions requiring you to submit claims you have against Vida Rose to binding and final arbitration on an individual basis, not as a plaintiff or class member of any class, group, or representative action or proceeding. This agreement also contains provisions by which you waive substantial rights to potential remedies and by which you agree to hold Vida Rose harmless against certain claims. If you do not wish to agree to these provisions and this agreement in its entirety, do not indicate that you agree to these terms and do not use the Vida Rose site or make purchases from Vida Rose.

Vida Rose may update the terms and conditions of this Agreement (the “Terms”) at its discretion, from time to time. Vida Rose will post the most recent Terms on the Vida Rose Site at [Terms & Conditions]; the most recent Terms posted shall govern and constitute your Agreement with Vida Rose. Each time you use or open the Vida Rose Site or purchase or use a Vida Rose Service, you are agreeing to the most recent version of these Terms. Please be advised that you have the responsibility to continue to check the Vida Rose Site to read and understand the Terms of this Agreement. Vida Rose may, but does not need to, notify you that it has updated and revised these Terms. You may also obtain the most recent Terms of this Agreement on request by email to [Contact Vida Rose Coaching Solutions]; the Subject Line of such email must read “Request for Vida Rose Terms and Conditions.”

Purchase Terms and Conditions

These Purchase Terms and Conditions set forth the terms and conditions pursuant to which you may buy, purchase, or use (“Purchase”) any coaching, training, consulting, travel, retreat, experience, advice, or any other services offered or sold by Vida Rose (collectively, “Vida Rose Services” or “Services”). Please keep in mind these important matters:

• Vida Rose services are customized, one-of-a-kind experiences. Our services primarily and inherently coaching, consulting, and general rather than expert or fiduciary advice; the nature of our services places the ultimate responsibility on you to evaluate our coaching and how to apply it and make your best effort to get value from our services. We do not guarantee and do not promise any specific results from use of Vida Rose services. Therefore, all Vida Rose services are sold “as is” and all sales are final and all payments are non-refundable unless otherwise indicated.

• Vida Rose services may, and by their nature will, change and vary in timing, location, the effects of weather, and other characteristics. Advertised elements of services may and likely will not occur. Many Vida Rose services will involve physical activity and the risk of injury. When you purchase Vida Rose services, it means you understand that these risks, variations, changes, and imperfections are inherent and expected. They are not defects or errors; indeed, your opportunity to accept and adapt to such risks, variations, changes, and imperfections is part of the value of our services.

• Vida Rose services may involve, or may be advertised as involving, specific destinations, travel, events, logings, entertainment, activities, personnel, subject matter, or forms of transportation (collectively “features”). All features are incidental to the core coaching and consulting services we provide and all features are subject to change. No specific feature and no specific element of any service is ever assured or guaranteed.

• If Vida Rose permits you to board a vessel or other property it owns, you are doing so as a non-paying guest for purposes incidental to the coaching and consulting services that Vida Rose provides. Under no circumstances are you a passenger for hire, or a lessor, or charterer of a vessel owned or operated by Vida Rose.

• While you are receiving services from Vida Rose, you agree to comply fully and immediately with all instructions and care and safety guidelines provided. You are wholly responsible for your safety and/or hazards arising from the use of Vida Rose services. You hereby waive any and all claims against Vida Rose for any injuries, damages, or losses that may occur to purchaser while using Vida Rose services, and you assume all related risks.

• Vida Rose provides Vida Rose services in good faith; however, Vida Rose does not provide warranties or guarantee the quality or safety of any Vida Rose service. Consequently, Vida Rose shall not be under any liability whatsoever, and excludes to the fullest extent permitted by law all liability to purchaser for any cause (including our own fault or negligence) or in respect of alleged warranties, defects, delays, safety, availability, or consequential damages, among others. Vida Rose specifically disclaims any and all warranties, whether implied, statutory or otherwise, including but not limited to warranties of title, merchantability, fitness for a particular purpose and non-infringement.

• Vida Rose services, including the coaching and content we offer, are unique and are the result of our experience, research and investment. They are for your personal use only. You may not and shall not copy, resell, or redistribute any part of our services.

• All intellectual property rights in any purchase and services are and shall remain the sole property of Vida Rose and its licensors. You are not authorized or licensed to, and you shall not, produce, manufacture, copy, sell, or design similar goods, services, or any other derivative works based on Vida Rose’s intellectual property rights.

The information in any Service Purchase Order form or any internet-based shopping cart or purchase system (each, a “Purchase Form”) shall be and form an integral part of these Purchase Terms and Conditions. These Purchase Terms and Conditions, and your Agreement with Vida Rose, incorporate and include the General Terms and Conditions, the Website Terms and Conditions, and the Vida Rose Privacy Policy, as well as any other terms or conditions located on this URL, and may be similarly revised by Vida Rose with or without notice. In event of a conflict between these Purchase Terms and Conditions and any other part of your Agreement with Vida Rose, these Purchase Terms and Conditions shall control.

You acknowledge that Vida Rose has no obligation to enter into this Agreement, that Vida Rose reserves the right to restrict any Purchaser’s Purchase and any person’s ability to obtain Vida Rose Services, at its sole discretion, and that Vida Rose may terminate or revise this Agreement without prior notice.

Payment of Fees

Vida Rose may, in its discretion, require Purchaser to pay some or all of the Purchase Fee in advance. To the extent that Purchaser has not paid the Purchase Fee by e-commerce or other advance means, Vida Rose shall send Purchaser an invoice for the Purchase Fee as soon as reasonably practicable after execution of the Purchase Form. Vida Rose reserves the right to also invoice Purchaser pursuant to Vida Rose’s usual pricing, with advance notice, to correct errors or account for additional purchases or costs. Any invoice shall become payable immediately and shall be due and paid in full by Purchaser within 7 days of receipt by Purchaser.

Vida Rose will publish its policies and terms related to refunds and cancellations with respect to specific services on pages of this website related to these services.

To the greatest extent permitted by New Jersey law, all sales of Vida Rose Services are final and “as is” and all Purchase Fees are non-refundable, in whole or in part, regardless of whether or when this Agreement is terminated, unless otherwise indicated by Vida Rose.

The amounts payable by Purchaser under this Agreement are exclusive of all sales tax or other similar tax which (if applicable) shall also be paid by Purchaser. Purchaser shall pay all amounts payable by it under this Agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, Purchaser shall pay such additional amount as will ensure that the net amount Vida Rose receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required. Vida Rose shall comply with all reasonable requests from Purchaser to file, or to provide Purchaser with, such forms, statements or certificates as shall enable Vida Rose or Purchaser to claim a reduced rate of tax or exemption.

Purchaser’s account shall be deemed delinquent if any invoiced amounts that are not disputed in writing and in good faith remain unpaid 15 days after the invoice date. Vida Rose shall be entitled to charge a fee to cover additional administrative costs in an amount equal to three percent (3%) of the outstanding delinquent amount per month, and to recover, from Purchaser, Vida Rose’s costs and attorney’s fees incurred to collect such delinquent amounts. In addition, Vida Rose reserves the right to deactivate or suspend Purchaser’s Purchase if Purchaser’s account remains delinquent more than thirty (30) days after payment is due.

License and Intellectual Property Rights

Vida Rose services, including the advice and content we offer, are unique, and the result of our experience, research, and investment. They are for your personal use only. You may not and shall not copy, resell, or redistribute any part of our services.

Vida Rose grants to Purchaser a personal, limited, revocable, non-transferable, non-assignable, non-sublicense-able, and non-exclusive license to access and use the IPR contained in, represented by or associated with the Vida Rose Service being Purchased (collectively, “the Vida Rose IPR”) for Purchaser’s personal use only.

All Vida Rose IPR in or used in connection with the Purchase are and shall remain the sole property of Vida Rose and its licensors. Purchaser is not authorized or licensed to, and shall not, produce, sell, or design similar services or any other derivative works based on Vida Rose’s IPR. All present and future rights in and title to such Vida Rose IPR are solely and exclusively reserved to Vida Rose. These include but are not limited to any branding, logos, trademarks, materials, presentations.

Except as expressly permitted by this Agreement, Purchaser and its users shall not copy, duplicate, distribute, reverse-engineer, reverse-compile, disassemble, record, modify or otherwise reproduce any part of the Purchase or Vida Rose IPR, nor attempt to do any of the foregoing, without obtaining prior written approval of Vida Rose.  Purchaser acknowledges that (1) the Vida Rose IPR and any modifications, compilations or derivative works, whether in tangible or intangible form and (2) any embodiments of the Vida Rose IPR that may be generated by Purchaser or others whether pursuant to or in violation of this Agreement are deemed to be the sole and exclusive property of Vida Rose.  Subject to the limited license granted to Purchaser by Vida Rose under this Agreement, Vida Rose reserves all of its right, title, and interest in the Vida Rose IPR and any and all patent rights, copyrights, trademarks, trade secrets, and all other IPR inherent in or in connection with Vida Rose Services and the Vida Rose Site. This Agreement is non-exclusive and Vida Rose may enter into similar agreements with other individuals or entities at its sole discretion.

Vida Rose retains exclusive editorial control over the Vida Rose Site and Vida Rose Services and may make administrative, editorial, artistic, or operational decisions it deems necessary or helpful in the normal course of business. 

Vida Rose’s Limited Duties

Vida Rose represents and warrants only that it will provide coaching and consulting services in a good and workmanlike manner. If an error, mistake, or defect appears in Vida Rose Services or on the Vida Rose Site, regardless of its origin or the extent of Vida Rose’s culpability or negligence therefore, your sole remedy and Vida Rose’s sole liability will be for Vida Rose, when reasonably practicable, to use commercially reasonable efforts to repair or replace the Purchased Vida Rose Service in a manner that corrects the defect or error in Vida Rose’s reasonable discretion.

Vida Rose Services may involve, or may be advertised as involving, specific destinations, travel, trips, events, lodgings, entertainment, activities, personnel, subject matter, or forms of transportation (collectively, “Features”). All Features are incidental to the core coaching and consulting Services we provide, and all Features are subject to change. Vida Rose will make commercially reasonable efforts to provide Features and Services as advertised; however, no specific Feature and no specific element of any Service is ever assured or guaranteed. Vida Rose does not guarantee that any Feature will occur or be completed as planned, and Vida Rose is not responsible for any inconvenience or expenses that may be incurred as a result of any changes to any Feature. Vida Rose will not provide any refund or discount as a result of any Feature or Features changing or not occurring for any reason.

You agree that Vida Rose is NOT: a common carrier; a transportation service; a charter boat; a passenger for hire service; a travel agent; or a provider of lodging. Vida Rose is further not responsible for the actions, errors, or omissions of any third party providing such services, whether or not associated with Vida Rose Services. To the extent Purchaser uses or is present on any vessel or other form of transportation or personal or real property owned in whole or in part by Vida Rose (a “Vida Rose Property”), Purchaser is a non-paying guest and is not a passenger for hire, a lessor, renter, charterer, or lodger. Purchaser’s use of or presence on Vida Rose Property is: strictly incidental to Vida Rose’s core coaching and consulting services; is not a necessary or inherent part of the Services; is not for hire, and is not for purposes of recreation, fishing, tourism, or other personal use.

By this Agreement and by providing the Services, Vida Rose is not agreeing to grant Purchaser the use of any boat, vessel, or other Vida Rose Property for a period of time. The Purchase Fees are in consideration for coaching and consulting by Vida Rose and are not consideration for any use of a Vida Rose Property.

Vida Rose hereby disclaims all liability for any injuries, damages, or losses that may occur to any person or property while on Vida Rose Property. This disclaimer includes, but is not limited to, injuries caused by accidents, falls, equipment, third parties, or any other cause, including but not limited to the negligence or intentional wrongdoing of Vida Rose or its agents or principals.

We do not guarantee and do not promise any specific results from use of Vida Rose services.

Purchaser’s Duties

Purchaser represents and warrants to us (i) all information provided by you in the Purchase Form is in all respects complete, truthful, and accurate; and (ii) that you are responsible for all your acts and omissions.

Purchaser represents and warrants that it shall at all times:

• Only use the Purchase and any Vida Rose Service for personal purposes.

• Not allow anyone under 18 to use any Vida Rose Service.

• Be wholly responsible for the use and safety of any Vida Rose Service, and all damages, injuries, or costs arising therefrom.

• Immediately comply with all instructions and safety guidelines and take personal responsibility for Purchaser’s safety and the safety of other Purchasers, guests, and invitees present.

• Fully comply with all applicable laws, regulations and authorities.

• Fully ensure Purchaser’s own risks arising from the use of Vida Rose Services, including but not limited to the risk of loss in shipping and transport.

• Waive all claims against Vida Rose for any injuries, damages, or losses that may occur while on, or related to, Vida Rose Property.

• Assume and accept all risks associated with boating, including the risk of accidents, falls, and any other cause, and all other risks, including any inherent or hidden risks related to or arising from any Feature or Vida Rose Property.

• Not act as or consider itself to be a renter, charterer, passenger for hire, or operator of any Vida Rose Property.

• Not copy Vida Rose Services or part thereof or transfer, sell, loan, rent, lease, or assign any Vida Rose IPR.

• Not duplicate, modify, or distribute, reverse engineer, create derivative works of, decompile, disassemble, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, transfer, loan, rent, lease, assign, or adapt any portion of the Vida Rose IPR, nor merge or incorporate it with any other software nor permit any third party to do so, except solely to the extent permitted by applicable law.

• Maintain all security measures as may be reasonably required to prevent unauthorized access copying of the Purchase and Vida Rose IPR.

• Not in any circumstances use, nor allow any third party to use, any automated software, process, program, robot, web crawler, spider, data mining, trawling, “screen scraping” or other similar software (regardless of whether or not the resulting information would then be used for its internal purposes) regarding Vida Rose Site.

• Comply with all Website Terms and Conditions; to the extent of any conflict, the provision most protective of Vida Rose’s property and rights shall govern.

• Promptly upon becoming aware of any breach of this provision notify Vida Rose thereof.

Purchaser shall immediately notify Vida Rose of any attempt of which Purchaser has knowledge by any person or entity: (1) to act in an unsafe manner or to fail to fully comply with all safety guidelines and instructions or other applicable law, regulation or authority; (2) to use, distribute, sell, sublicense, or disclose any part of the Purchase or Vida Rose IPR without authorization of Vida Rose; or (3) to make an unauthorized copy or modification of, reverse assemble, reverse compile or to otherwise reverse engineer any part of the Purchase or Vida Rose IPR.

Purchaser shall immediately notify Vida Rose upon learning of any potential infringement or misappropriation by third parties of any of Confidential Information or IPR of Vida Rose. Vida Rose shall have the sole right and discretion to institute and conduct any legal action against, and/or settlement with, any and all actual or potential third-party infringers or misappropriators of Confidential Information or IPR of Vida Rose and Purchaser will cooperate with Vida Rose, at Vida Rose’s expense, in connection with any action taken by Vida Rose against such actual or potential infringers or misappropriators. Vida Rose shall have no obligation to Purchaser to institute suit against any particular infringer or misappropriator. Purchaser agrees that any infringement or misappropriation of IPR or Confidential Information of Vida Rose will cause Vida Rose irreparable injury and Purchaser will not contest preliminary or permanent injunctive relief in this case.  Any recovery of damages or attorney fees will belong to Vida Rose.

Purchaser agrees to indemnify, defend and hold harmless Vida Rose, Vida Rose’s licensors, and its or their respective officers, directors, employees, reporters, contributors, researchers, affiliates, subsidiaries, agents, successors and assigns, from and against any and all claims, suits, actions, demands, or proceedings and all damages, losses, costs, expenses or settlement fees incurred in connection with any of the foregoing (including reasonable attorneys’ fees and costs), arising out of or relating to (i) the breach of or default by Purchaser under any representations or warranties contained in this Agreement; (ii) non-compliance by Purchaser with laws, statutes, rules, regulations, directives, or guidance of governmental or self-regulatory bodies anywhere in the world, or (iii) the infringement, misappropriation or other violation of copyrights, trademarks, trade secrets, rights of privacy or publicity or other Vida Rose IPR that may arise from or relate to the Purchase.

Purchaser acknowledges and accepts as reasonable that the undertakings given in the Purchase Terms and Conditions are of material importance to Vida Rose and that Vida Rose has entered into this Agreement in reliance on these undertakings. Purchaser acknowledges that Vida Rose Service has been developed by Vida Rose through substantial amounts of work, time, and expense. Accordingly, Purchaser acknowledges that without affecting any rights or remedies that Vida Rose may have, damages would not be an adequate remedy for any breach by Purchaser of the Purchase Terms and Conditions and that Vida Rose shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of Purchase Terms and Conditions, and that no proof of special damages shall be necessary for the enforcement of this clause.

Vida Rose may immediately and without refund terminate any Purchase or License if Purchaser: repeatedly fails to fully follow instructions or guidelines; breaches any warranty or representation; becomes insolvent; enters into any kind of composition, scheme of arrangement, compromise, or arrangement with its respective creditors generally (or any class of them) save for the purposes of a bona fide Vida Rose reorganization; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.

Termination for any reason shall not relieve Purchaser of its obligations to make any payments due to Vida Rose which are outstanding as of the date of termination. Termination shall not affect any accrued rights of either party existing as of the date of termination. Notwithstanding the termination of Purchaser’s Purchase for any reason, all other provisions of this Agreement shall remain in full force and effect, including but not limited to the General Terms and Conditions, Website Terms and Conditions, and Privacy Policy.

Liability

Without limitation to provisions limiting Vida Rose’s liability within the Website Terms and Conditions:

• Vida Rose and its agents produce Vida Rose Services in good faith; however, Purchaser acknowledges that Vida Rose does not guarantee the quality of any Vida Rose Service. Consequently, Vida Rose shall not be under, and excludes to the fullest extent permitted by law: (a) all liability for or any liability whatsoever, for any cause (including our own fault or negligence) or in respect of defects, delays, safety, availability or consequential damages, among others; (b) delays in providing Vida Rose Service or non-availability thereof; or (c) Purchaser’s loss of profit, business revenue, goodwill and anticipated savings and other consequential and special damages. PURCHASER IS WHOLLY RESPONSIBLE FOR THE SAFETY OF AND/OR HAZARDS ARISING FROM THE USE OF VIDA ROSE SERVICES.

Notwithstanding any other provision of this Agreement, neither party excludes or limits liability to the extent that the same may not be excluded or limited under governing law.

Purchaser and Users shall not remove, obscure, or deface any proprietary legend relating to Vida Rose’s rights, or safety or use instructions, on or from any tangible embodiment of the Purchase.  If Purchaser is permitted to make any copies of the Purchase in whole or in part, Purchaser shall mark all such copies with Vida Rose’s proprietary legends.

General

Vida Rose shall not be under any liability to any other party for any breach of this Agreement or impact on or change of Services that arises by reason of Force Majeure.

Purchaser acknowledges that it is liable for the acts of Purchaser and representations made by Purchaser upon which Vida Rose relies in providing goods or services under this Agreement. Purchaser is wholly responsible for the accuracy and quality of any specification or measurements that Purchaser, or Purchaser’s agents and contractors, provide to Vida Rose. Purchaser is further responsible and wholly liable for Purchaser’s compliance with all applicable law.

This Agreement is binding upon and shall inure to the benefit of the respective permitted successors and/or assigns of the parties hereto.

Vida Rose may identify Purchaser in its marketing and other public communications and may use generally available versions of Purchaser’s trademarks and logos for such purposes. Otherwise, each party shall refrain from using the other party’s brand, trademarks, logos, slogans, names or other indicia or identity for purposes of marketing and promoting its own services, unless otherwise permitted in a separate agreement. (Vida Rose may also use certain data from and regarding Purchaser for its own marketing and advertising and share that data with third parties for their marketing and advertising purposes, as provided in Vida Rose’s Privacy Policy.)

Purchaser agrees that during the term of this Agreement and for a period of one (1) year after termination of this Agreement, Purchaser shall not solicit or hire, discuss employment or consultancy, or hire any employee of or contributor to of Vida Rose, either directly or indirectly, without written authorization of Vida Rose.

Purchaser shall not participate in the creation or sale of any other commercially available Services or other goods similar to Vida Rose Services for a period of four (4) years after the Purchase.  For the purpose of this sub-section, “creation and sale” includes the preparations for operating a business competing with Vida Rose including but not limited to formulation of a business plan, soliciting, interviewing or hiring employees, soliciting or obtaining financing, equipment or facilities. Vida Rose and Purchaser agree that violation of this covenant shall cause irreparable injury to Vida Rose and Purchaser will not oppose injunctive relief as recourse to such violation. Vida Rose shall be entitled to seek immediate injunctive relief in a court or agency of competent jurisdiction for breach of this provision without waiver of or regard for the dispute resolution procedures or the notice and cure provisions of this Agreement.

Website Terms and Conditions

The Vida Rose Site is intended to allow Visitors to obtain information about Vida Rose and its work or obtain Services from Vida Rose. Vida Rose may, in its complete discretion, use any Visitor information for the purposes contemplated herein, and Vida Rose may also to communicate with you for promotional and marketing purposes.

Vida Rose may (or may not), in Vida Rose’s complete discretion, use the information Visitors provide to determine whom to invite to participate in events or Services; however, you agree that Vida Rose is not responsible in any way for any event, attempted event, or the conduct, participants, or location thereof. Vida Rose does not guarantee that you will be invited to any event, or that any event to which you are invited will actually take place.

Informational Site

Visitor acknowledges and agrees that he/she is primarily responsible for his/her own safety and shares responsibility for the safety of other Visitors. In consideration for Vida Rose allowing Visitor to use the Vida Rose Site, Visitor to the greatest extent permitted under law assumes all risk of such participation and hereby releases Vida Rose and all its directors, officers, employees, and agents from any and all claims for any injury of any kind to Visitor or other damages that may occur as a result of the Visitor’s use of the Vida Rose Site, participation in an event, or use or consumption of any Vida Rose Service, including without limitation any personal injuries or other damages that may be caused by the negligence of Vida Rose or negligence of any Vida Rose director, officer, employee, or agent (including without limitation negligently failing to adequately investigate or screen personnel), and agrees not to file any lawsuit or otherwise make any claim against Vida Rose or any Vida Rose director, officer, employee, or agent for any such injury or other damages.

It is the inherent and intended nature of Vida Rose and this Vida Rose Site to provide information and opinion, any of which may be and likely are based on incomplete information, developing or changing information or circumstances, third-party sources who may or may not be acting in good faith. You acknowledge this nature; indeed, you acknowledge that part of the value you receive from Vida Rose and the Vida Rose Site is that we may provide such information.

THEREFORE, YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION AS A VISITOR AND YOUR USE OF THE VIDA ROSE SITE IS AT YOUR OWN RISK. THE VIDA ROSE SITE IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY, PROMISE OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF VIDA ROSE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES  OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE OPERATION OF VIDA ROSE SITE, THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, PURCHASE OR SUBSCRIPTIONS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH THE VIDA ROSE SITE, AND/OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Neither Vida Rose nor the Vida Rose Site provide legal, financial, accounting, professional, investment, or other expert advice. You expressly agree that Vida Rose is not your fiduciary and owes you no fiduciary, expert, professional or heightened duty.

We do not warrant that your use of the Vida Rose Site will be accurate, reliable, secure, uninterrupted, always available, or error-free, that any defects in the Vida Rose Site will be corrected, or that the Vida Rose Site is free of viruses or other harmful components. Vida Rose is not responsible for the conduct, whether online or offline, of any Visitor or other user of the Vida Rose Site. You are solely responsible for your interactions with other Visitors and users of the Vida Rose Site. By using the Vida Rose Site, you agree to assume such risks.

Disputes

To the extent permitted by applicable law, you must give Notice of any dispute or Claim against Vida Rose at least 90 days before pursuing or filing any other remedy in law or equity. “Notice” by you, for purposes of this Agreement, means a writing delivered to Vida Rose by certified mail, including the claimant’s name, address, daytime telephone number, email address, and a reasonably complete statement of the nature of and grounds for the Claim. Such complete and timely notice is a condition precedent to your right to pursue any remedy or Claim against Vida Rose. Any Notices to you shall be provided to you through Vida Rose Site or given to you via the email address or by regular mail to the physical address you provide to Vida Rose during the registration process.

YOU AND VIDA ROSE MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after this Agreement terminates or your relationship with Vida Rose ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Vida Rose, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND VIDA ROSE. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), Vida Rose Site, Vida Rose Services, any other goods or services made available through the Vida Rose Site, a Purchase, your relationship with Vida Rose, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Vida Rose, any city, county, state or national wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND VIDA ROSE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

Arbitrations shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Princeton, New Jersey. The arbitration shall be governed by the laws of the State of New Jersey. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

YOU UNDERSTAND AND AGREE THAT YOU AND VIDA ROSE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND VIDA ROSE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST VIDA ROSE, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C).

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIDA ROSE, ITS EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRIBUTORS, OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, DAMAGE FOR EXPOSURE OF PERSONAL OR IDENTIFYING INFORMATION, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF VIDA ROSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY EVENT, VIDA ROSE’S, ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’, CONTRIBUTORS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge that Vida Rose has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

Other Terms

This Agreement shall be governed by the laws of the State of New Jersey without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. Vida Rose may assign this Agreement, in whole or in part, in its discretion. Visitor shall not assign any of its rights, obligations or benefits under this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation.” A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Vida Rose with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.