WellBe Spark Health Program
Terms of Purchase
You are purchasing access for one (1) person to Spark Health Program (referred to below as the “Spark Health Product,” the “Spark Health Program,” “Spark Health” or the “Program”) from WellBe, LLC (the “Company,” “we,” or “us”). You must be at least 13 years of age or older to purchase access to the Spark Health Product. Children under the age of majority should review this Agreement with their parent or legal guardian.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
You are responsible to pay for the Spark Health Product in full (including all applicable sales and other taxes or fees) and for providing us with a valid credit card.. If you select the payment plan, your card will be charged the first payment when you register and subsequent payments will be charged on the same day of the month for 5 months. If you have selected a payment plan and you miss a payment, your account status will be changed to “delinquent.” You will immediately lose access to future Modules and Bonuses and your access to the Software and all Content will be revoked seven (7) days after your payment declines. You will also not receive access to future versions of the Program as it’s released until all payments are made in full.
If your account remains in delinquent status for longer than sixty (60) days, the Company reserves the right to report any delinquent balance owed to a credit reporting bureau and/or collections agency subject to the Company’s sole discretion until the account is caught up and in good standing.
To be clear, Spark Health is not a “pay in part” program where you can pay only for access to certain Modules and not others. This is a full immersion program, and your payment plan is a convenience that we offer so that you can make the price sustainable.
You agree that the Spark Health Product contains proprietary Content that is owned by the Company and/or its licensors and is protected by copyright, trademark and other applicable intellectual property laws. Duplicating, sharing or uploading Product files to sharing sites is considered stealing, and the Company will prosecute such misconduct to the fullest extent permitted by law.
The Company provides you with the Spark Health Product solely for your personal, noncommercial use, and you agree that you will not use such proprietary Content in any way whatsoever except for use in compliance with this Agreement. You will not use the Spark Health Product or the Content available in the Product in a manner that constitutes an infringement of the Company’s rights or that has not been authorized in writing by the Company. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Spark Health Product. You may, however, from time to time, download and/or print one copy of individual pages of the Software for your personal, noncommercial use, provided that you keep intact all copyright, trademark, and other proprietary notices.
To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference the Company, Adrienne Nolan-Smith, or the Spark Health Content, or infringe on any of the Company’s intellectual property in any way. Any material that you create should be focused on your business, not ours. All copyrights in and to the Spark Health Product (including the compilation of Content, postings, links to other internet resources, and descriptions of those resources) are owned by the Company and/or its licensors, which reserve all their respective rights in law or in equity. THE USE OF THE COMPANY’S SPARK HEALTH PRODUCT, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.
Company trademarks, service marks, graphics, and logos used in connection with the Spark Health Product are common law trademarks or registered trademarks of the Company. You are granted no right or license with respect to any of the aforesaid trademarks.
The Spark Health Product includes access for one (1) person. Upon registration, you will receive one username and password for use during the live course and in the private member section of the Software.
PRIVACY AND CONFIDENTIALITY
We respect your privacy and must insist that you respect the privacy of other people that participate in the Program (“Spark Health Participants” or “Program Participants”).
By purchasing access to the Program, you agree:
- not to infringe any copyright, patent, trademark, trade secret or other intellectual property rights of the Company or the Program Participants;
- that any confidential information shared by Spark Health Participants or any of the Company’s representatives is confidential and proprietary and belongs solely and exclusively to the Participant who discloses it or to the Company;
- not to disclose such confidential information to any other person or use it in any manner other than in discussion with other Spark Health Participants during training sessions;
- that all Content provided to you by the Company is the Company’s confidential and proprietary information and intellectual property, belong solely and exclusively to the Company, and may be used by you only as authorized by the Company;
- the reproduction, distribution and sale of the Content by anyone other than the Company is strictly prohibited; and
- that if you violate, or threaten to violate, any of your agreements contained in this paragraph we will be entitled to, among other things, injunctive relief to prohibit such violations.
While you are free to discuss your personal results from the Program and training, you must keep the experience and statements, oral or written, of all other participants in the strictest of confidence.
SPARK HEALTH MEMBER AREA AND COMMUNITY RULES
No Solicitation Within the Spark Health Member Area:
The Spark Health community is about learning how to optimize your health. It is not about trying to turn other Spark Health Participants into your customers. You are not permitted to offer your services, sell your programs or products, or invite Spark Health Participants to join other social networks, groups, or programs. This is a space for learning and is a pitch-free, solicitation-free and sales-free environment. Sharing affiliate links within the Spark Health Member Area is not permitted.
Your failure to comply with these terms will result in immediate termination of your participation in the Spark Health Program without a refund.
THIRD-PARTY MATERIALS AND WEBSITES
The Company uses a program software “Kajabi” as a convenience to you and other Spark Health Participants. This third-party website is not part of the Spark Health Program and may be either withdrawn or terminated at any time without any liability on the part of the Company. You agree that the Company is not responsible for examining and evaluating the content and accuracy of any third-party materials and websites, and the Company does not warrant and will not have any liability or responsibility for any third-party materials or websites or for any other materials, products, or services of third-parties. You further agree that you will not use any third-party materials and websites in a manner that would infringe or violate the rights of any other party and that the Company will not be liable for your improper use of third-party materials and websites.
Our commitment is to change people’s lives by empowering them in their own health. You can participate in the Program for up to the first two (2) Modules. If you go through all of the steps during the webinars and don’t get value or feel your learning style doesn’t match how we teach, we’ll happily refund the money you’ve paid us under this Agreement less any external fees subject to the following conditions:
- Deadline to Apply for Refund. To be eligible for a refund, you must be a Spark Health member who purchased the Spark Health Product in the current calendar year (2021) and you must submit your request by 11:59 Eastern US Time from (10) business days M-F after program purchase. The deadline exists because if you sign up for Spark Health, we want you to get started. If you don’t plan on starting right away but want to sign up this year, we’d love to have you, but definitely make sure this is the right investment for you, as the refund does have a firm deadline.
- Completed Course Work. We’ll ask for evidence that you completed the tasks in the webinar (lists, photos) and ask you to fill out this form to tell us what didn’t work for you (so we can learn and improve).
- Company Discretion. After you submit your materials, all refunds are within the Company’s sole discretion as to whether to grant or deny the refund request.
- Please do not enroll in Spark Health if you just want to “check it out.” We put an extraordinary amount of time and effort into this Program, and we expect you to do the same. Spark Health is for serious students only.
For Spark Health alumni members who purchased the Spark Health Product in any prior calendar year (2020 or earlier), the refund deadline according to your terms of purchase has passed and you are no longer eligible for a refund. The same applies to Spark Health alumni from the February 2021 program.
THE SPARK HEALTH PRODUCT, THE SOFTWARE, THE CONTENT, AND ANY OTHER MATERIALS PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS.
When addressing health matters in any of our websites, videos, newsletters, programs or other Content, we’ve taken all reasonable efforts to ensure that we accurately represent our program and it’s potential to improve your life through your personal health and wellness. However, the Company does not guarantee that you will get any results using any of our ideas, tools, strategies or recommendations, and nothing in the Program, Content, or Software is a promise or guarantee to you of health transformation.
YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE SPARK HEALTH PRODUCT IS AT YOUR SOLE RISK. By purchasing access to the Spark Health Product, you accept, agree, and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties, or guarantees verbally or in writing regarding your health status or results of any kind. You alone are responsible for your actions and results in life and health which are dependent on personal factors including but not necessarily limited to, your lifestyle, choices, environment, and genetics, to name just a few. You also understand that any testimonials or endorsements by our customers or audience represented on our programs, websites, content, landing pages, sales pages, or offerings have not been scientifically evaluated by us and the results experienced by individuals may vary significantly. Any statements outlined on our websites, programs, content, and offerings are simply our opinion and thus are not guarantees or promises of actual results. We offer no professional medical advice.
ADDITIONAL TERMS AND CONDITIONS
1) GOVERNING LAW. You and the Company have entered into this Agreement in the State of New York and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes among you and the Company, shall be determined in accordance with the laws of the State of New York, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction.
2) LIMITATION OF LIABILITY. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) THE COMPANY, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSEES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE SPARK HEALTH PRODUCT; AND (II) YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SPARK HEALTH PRODUCT AND A REFUND AS SET FORTH IN SECTION 6. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
3) NON-DISPARAGEMENT. You agree that you will not engage in any conduct or communications with a third party, public or private, designed to disparage the Company, Spark Health, or Adrienne Nolan-Smith, including, but not limited to, any remark, comment, message, information, declaration, campaign, communication, or other statements of any kind, whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory, defamatory, libelous, or slander.
4) BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. You have no right to assign this Agreement, by operation of law or otherwise. The Spark Health Product is a non-transferable program.
5) TERMINATION. The Company is committed to providing all customers in the Program with a positive Program experience. If you fail, or the Company suspects that you have failed, to comply with any of the provisions of this Agreement, the Company, in its sole discretion and without notice to you, may: (a) limit, suspend, or terminate your participation in the Spark Health Program without refund or forgiveness of monthly payments; and/or (b) terminate this Agreement.
Your obligations to the Company under this Agreement will survive expiration or termination of this Agreement for any reason.
6) CHANGES. The Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Spark Health Product. Such modifications and additional terms and conditions shall be effective immediately and incorporated into this Agreement. Your continued use of the Spark Health Product will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on the Site or you may be notified by either e-mail or postal mail. If you have any questions, please contact us directly at [email protected]
7) INDEMNIFICATION. You agree to defend, indemnify, and hold harmless the Company, its owners, officers, employees, contractors, directors, licensors, related entities, affiliates, and successors from and against any and all liabilities and expense whatsoever, including, without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements, which any of such parties may incur or become obligated to pay arising out of or resulting from your breach of this Agreement and/or your misuse of the Spark Health Product. You shall defend the Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. You recognize and agree that all of the Company’s owners, officers, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of the Company.
8) BINDING ARBITRATION. In the event of a dispute arising under or relating to this Agreement or the Program (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 8(J) below, nothing in this Agreement will prevent the Company from seeking injunctive relief in any court of competent jurisdiction as necessary to protect its proprietary interests.
9) CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
10) EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of the Company’s intellectual property rights and confidential and proprietary information by you, the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. The Company may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by the Company.
11) ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written or oral, between the parties.
12) COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any applicable law, the applicable law shall prevail.
13) NO WAIVER. The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.