Terms

Terms and Conditions of Use. By using our service, you (herein referred to as “You” or “Your”) agree to these Terms and Conditions of Use (“Terms of Use”), which govern Your use of this service. If You do not agree to these Terms of Use, you may not use the services provided by Light Essence LLC., an Idaho limited liability company, and any affiliated entities and/or individuals thereof (herein referred to as “Company” or “Us” or “We”).

Personally identifiable information is subject to our Privacy Policy which can be found on this website (the terms of which are incorporated herein). As used in these Terms of Use, “Company’s services”, or “the services” means the personalized services provided by Company to You.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 5 TO RESOLVE ANY DISPUTES WITH COMPANY.

By accepting Company’s services, You expressly affirm that You are 18 or more years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

1. Services and Use

1.1. Company’s Services. Subject to these Terms and any separate agreement You and Company enter into, Company may provide to You certain agreed to services. Any services rendered to You by Company herein are subject to Your compliance with these Terms of Use.

1.2. Use Restrictions. You shall not, and will not permit any third party to: (i) copy, distribute, or disclose any part of the materials provided to you relating to Company’s services (“Materials”) in any medium, including, without limitation, by any automated or non-automated “scraping”; (ii) use any automated system, including, without limitation, robots, spiders, etc., to access the Materials or Company’s services in a manner; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code for any Materials; (iv) modify, or create derivative works based on, the Materials or Company’s services; (v) rent, lease, distribute, sell, resell, assign, or otherwise transfer any rights to use Materials or Company’s services, or any portion thereof; (vi) remove any proprietary notices from Company’s services; (vii) submit to or through Company’s services any content that infringes the intellectual property rights of any third party or is otherwise unlawful, or that contains malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; (viii) bypass any measures Company may use to prevent or restrict access to the Materials, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of Company’s services; or (ix) except to the extent permitted under applicable law, access or use Company’s services for the purpose of developing a competing product or service, building a product or service using similar functions, features, or graphics, or conducting benchmarking tests or competitive analysis.

1.3. Unilateral Termination. Company retains the right to terminate Your access and/or use of any of Company’s websites and any related service to You under Company’s services, if You are found in violation of these Terms of Use or any other Company policy as may be applicable to You from time to time. Company may, under its sole discretion, delete, pause, or otherwise terminate Your access to the Materials and Company’s services for any reason and with or without notice.

1.4. Required Third Party Services. YOU MAY BE ASKED TO ENTER INTO CONTRACTS WITH THOSE THIRD-PARTY SITES OR THEIR OWNERS OR OPERATORS BY VIRTUE OF YOUR CLICKING ON A LINK ON THIS SITE AND BEING TRANSPORTED TO THE EXTERNAL THIRD-PARTY SITE(S). YOU UNDERSTAND AND ACCEPT THE RISK OF PERHAPS BEING REQUIRED TO ENTER INTO SUCH THIRD-PARTY CONTRACTS AS A CONDITION OF YOUR RECEIVING THE SERVICES PROVIDED BY COMPANY’S PLATFORM AND THE LINKED THIRD-PARTY SITES AND THAT COMPANY IS NOT RESPONSIBLE FOR YOUR ACTIONS OR INACTIONS IN CONNECTION WITH ANY THIRD-PARTY SITE.

2. Billing and Cancellation

2.1. Payment Methods. To use Company’s services, You must provide one or more payment methods. You authorize us to charge any payment method associated with Your account in case Your primary payment method is declined or no longer available for payment of Your fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and You do not cancel Your account, Company may suspend Your access to the services until Company has successfully charged a valid payment method. For some payment methods, the issuer may charge You certain fees, such as foreign transaction fees or other fees relating to the processing of Your payment method. Check with Your payment method service provider for details. Please keep Your payment methods up-to-date and in accordance with any other Company policy regarding the same.

2.2. Cancellation. You can cancel Company’s services pursuant to any cancellation terms You and Company expressly agree to in a separate agreement from these Terms of Use.

2.3 Payments Nonrefundable. Unless otherwise agreed to, payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, You will continue to have access to the service through the end of Your current billing period or as otherwise agreed to between you and Company.

3. Use of Services

3.1. Proprietary Information. All Materials, content, and Company’s services is the copyrighted material of Company, or the appropriate contributor, as applicable, and is protected by United States and international copyright, trademark, and other applicable laws. Company’s services may include content, appearances, and design, as well as trademarks, product names, graphics, logos, slogans, colors and designs that are the property of Company, or other third parties, as applicable. Except as set forth in any relevant license agreements, nothing contained in Company’s services grants any license or other right to any of Company’s intellectual property or any third parties’ intellectual property. You may not copy, modify, distribute, alter, display, reproduce, transfer, or republish any of the data of Company’s website and/or services without obtaining the prior written permission of the Company, as applicable.

3.2. Prohibited Uses. You agree to use Company’s services, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. Unless otherwise agreed to between You and Company, You agree not to archive, download, reproduce, distribute, modify, display, copy, aggregate, publish, license, or offer for sale content and information contained on or obtained from or through Company’s services. You also agree not to circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in Company’s services or website; use any robot, spider, scraper or other automated means to access Company’s services or website; insert any code or product or manipulate the content of Company’s services or website in any way; or use any data mining, data gathering or extraction method. In addition, You agree not to upload, post, email or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with Company’s services, including any software viruses or any other computer code, files or programs. Company may terminate or restrict Your use of Company’s services if You violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

3.3. Confidentiality. The Company takes privacy and confidentiality seriously. Unless otherwise agreed to, the Company and You agree that both the Company and You shall use commercially reasonable efforts to keep each other’s information in confidence, including any proprietary information as set forth herein or certain information communicated to You by Company from time to time.

3.4. DMCA Notice. If You are a holder (or agent thereof)of copyright or other proprietary rights and You believe that any services infringe upon such proprietary rights, You may submit a notice to Company pursuant to the Digital Millennium Copyright Act by submitting the following information in writing to our copyright agent: (1) The signature (physical or electronic) of the holder (or agent thereof) of a proprietary right that is allegedly infringed; (2) identification of the work or multiple works alleged to have been infringed; (3) identification of the material that allegedly infringes or is the subject of infringing activity that is requested to be removed or otherwise modified with information reasonably sufficient to permit Company to locate the material; (4) contact information for Company to contact You, including an address, telephone number and/or email address; (5) Your statement that You have a good faith belief that use of the material in question is not authorized by the holder of the proprietary rights, its agent or otherwise under law; and (6) Your statement that the information in the notice to Company is accurate and, under penalty of perjury, that You are authorized to act on behalf of the allegedly infringed work. You acknowledge that Your failure to comply fully with these requirements may result in an invalid notice under the Digital Millennium Copyright Act.

3.5. Protecting Personal Information. Never give out personal information or access to Your documents to others other than to Company in furtherance of Company’s services rendered to You. Protecting Your personal information and safeguarding Company links is Your responsibility.

3.6. Discounts and Coupons. Promotions and discounts offered by Company are not transferable at any time. There is no cash value and promotion, and discounts may not be combined or applied to any past due amounts owed by You to the Company.

4. Disclaimers of Warranties; Limitations on Liability; Indemnification

4.1. COMPANY’S SERVICES AND ALL CONTENT ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH COMPANY’S SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL RESULT IN ANY SORT OF OUTCOMES YOU MAY OR MAY NOT DESIRE. YOU ALONE ARE RESPONSIBLE AND ACCOUNTABLE FOR YOUR DECISIONS, ACTIONS AND RESULTS RELATING TO ANY SERVICES YOU MAY RECEIVE FROM COMPANY. BY USE OF THE SERVICES AND THIS WEBSITE, YOU AGREE TO NOT HOLD COMPANY, OR ANY OF ITS AFFILIATES, LIABLE FOR ANY SUCH DECISIONS, ACTIONS OR RESULTS, AT ANY TIME, UNDER ANY CIRCUMSTANCE.

4.2. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT WILL COMPANY, ITS EMPLOYEES, MEMBERS, OFFICERS, OR ANY OF ITS AFFILIATES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

4.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

4.4. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS.

4.5. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS RESPECTIVE AFFILIATES, LICENSORS AND CONTRACTORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES OR AGENTS, FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO ANY BREACH BY YOU OF ANY OF THESE TERMS OF USE OR APPLICABLE LAW, INCLUDING THOSE REGARDING INTELLECTUAL PROPERTY.

4.6. NOTHING IN THESE TERMS OF USE WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

4.7. Credential Disclaimer. Any services provided to You by Company are not provided in the capacity of a provider of medical or nursing services. No opinion or recommendation provided in the course of You receiving any services from Company shall be construed to constitute services of trained professionals in any field, including, but not limited to, medical, financial, psychological, or legal matters. These Terms of Use do not bind the Company in any way in a patient-provider relationship neither with You, nor with any other person. You hereby acknowledge and understand that the Company cannot offer any guarantee of the outcome for You for which services are provided. Furthermore, You acknowledge and understand that Chapter 34, Title 54, Idaho Code, as amended by SB1419, requires that anyone practicing professional counseling for compensation in the state of Idaho must be licensed, subject to exemptions for certain other professions and for “faith-based” counseling. You hereby acknowledge and understand that Company, nor any of its affiliates, members, managers, employees, or any other affiliated entity/person of Company, is not licensed to practice professional counseling in the state of Idaho. You acknowledge and understand that the programs and services the Company offers are educational rather than therapeutic in nature, and are not intended to prevent, assess, diagnose, or treat mental, emotional or behavioral disorders and associated distresses which interfere with mental health. You acknowledge and understand that if You believe You are suffering from any such disorder or distress, You should seek the care of a licensed mental health professional. If You are currently in therapy, You agree to inform Your therapist before participating in the Company’s programs or services. You acknowledge and understand that any advice or guidance Company provides is based on spiritual principles rather than traditional, psychologically based counseling strategies. You voluntarily choose to participate in the Company’s programs and/or services, and You acknowledge and understand that it is Your responsibility to utilize the information and experiences provided in whatever way is most appropriate for You.

5. Dispute Resolution

5.1. Arbitration. You and Company agree that any dispute, claim or controversy arising out of or relating in any way to Company’s services or these Terms of Use will be determined by binding arbitration. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that You and Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive termination of this Agreement and the termination of Your account.

5.2. Procedure on Dispute. If You elect to seek arbitration, You must first send to Company, by certified mail, a written notice of Your claim (“Notice”). The Notice to Company must be addressed to: Light Essence LLC., 2803 N. Tamarack Drive, Boise, Idaho 83703 (“Notice Address”). If Company initiates arbitration, it will send a written Notice to the email address used for Your account. A Notice, whether sent by You or by Company, must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). If Company and You do not reach an agreement to resolve the claim within 60 days after the Notice is received, You or Company may commence an arbitration proceeding as required under these Terms of Use.

5.3. Governing Rules. The arbitration will be governed by the Commercial Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. Unless Company and You agree otherwise, any arbitration hearings will take place in Ada County in the state of Idaho, U.S.A. The arbitrator’s award will be final and binding on all parties, except: (1) For judicial review expressly permitted by law; or (2) If the arbitrator’s award includes an award of injunctive relief against a party, in which case that party will have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that will not be bound by the arbitrator’s application or conclusions of law. Arbitration will occur before one (1) arbitrator selected under the AAA rules. THIS PROVISION DOES NOT APPLY TO INJUNCIVE RELIEF SOUGHT BY COMPANY. YOU HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ADA COUNTY, STATE OF IDAHO FOR ANY CLAIM WHATSOEVER RELATED TO THE COMPANY OR THE SERVICES COMPANY PROVIDES.

5.4. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Company agree otherwise, the arbitrator may not consolidate more than one person’s claims with Your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision will be null and void.

5.5. Indemnification. You hereby expressly agree to indemnify and hold harmless the Company, including any of its affiliates, agents, employees, managers, members, officers, or other affiliated entity/person of the Company, from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as any third party claims and causes of action, including, without limitation, reasonable attorney’s fees and costs, arising out of any breach by You of any of these Terms of Use, or any other use by You in connection with the services provided by Company or in use of this website. You shall not settle any third party claim or waive any defense without Company’s prior written consent.

6. Miscellaneous

6.1. Governing Law. These Terms of Use will be governed by and construed in accordance with the laws of the state of Idaho, U.S.A. under the Federal Arbitration Act without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that You may be entitled to under the mandatory laws of Your state of residence.

6.2. Unsolicited Materials. Company does not accept, open, view, or otherwise interact with unsolicited materials or ideas for Company content and is not responsible for the similarity of any of its content to materials or ideas transmitted to Company. Should You send any unsolicited materials or ideas, You do so with the understanding that no additional consideration of any sort will be provided to You, and You are waiving any claim against Company and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea You sent.

6.3. Termination. You agree that Company may, in our sole discretion, terminate or suspend Your access to all or any part of the services with or without notice and for any reason. Any suspected fraudulent, abusive, or illegal activity may constitute expedited grounds for terminating Your relationship and may be referred to appropriate law enforcement authorities.

6.4 Feedback. Company is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication You may send to Company, without further compensation, acknowledgement or payment to You for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving Our service. In addition, You agree not to enforce any “moral rights” in and to the feedback, to the extent permitted by applicable law.

6.5. Survival. If any provision or provisions of these Terms of Use will be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will remain in full force and effect.

6.6. Changes to Terms of Use. We may, from time to time, change these Terms of Use. Such revisions will be effective immediately upon notice to You by Us that these Terms of Use have been revised. Company reserves the right to update any portion of this website, including these Terms of Use, and/or services provided to You at any time. We will post the most recent and current versions of any Company policy and Terms of Use to this website and will include the effective date thereof.

6.7. Communication Preference. Company will send You information relating to Your account (e.g., payment authorizations, invoices, payment method, confirmation messages, notices) in electronic form only, via email to Your email address provided during registration, unless otherwise communicated to You by Company. You agree that any notices, agreements, disclosures, or other communications that Company send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.

6.8. Force Majeure Event. “Force Majeure Event” means any act or event that (a) prevents a Party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other Party’s (the “Performing Party”) obligations under these Terms of Use, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds; however, it does include, strikes, work stoppages, epidemics, pandemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications, or computer (software and hardware) services.

6.9. U.S. Government Restricted Rights; Export. Any software provided hereunder is a “commercial item,” as defined at 48 C.F.R. § 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. § 12.212(SEPT 1995). Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1through 227.7202-4 (JUNE 1995), such software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other end users pursuant to the Terms of Use herein. If You export any of the software, it must comply fully with all relevant export laws and regulations to ensure that the software is not exported, directly or indirectly, in violation of applicable export control laws. You shall not knowingly, directly or indirectly, without prior written consent, general or specific license, if required, of the Office of Export Administration of the U.S. Department of Commerce, export or transmit any of the software to any country to which such transmission is restricted by applicable regulations or statutes.

6.10. Prevailing Party. In any dispute resolution proceeding, including arbitration between the parties in connection with these Terms of Use and/or Company’s services, the substantially prevailing party will be entitled to recover its reasonable attorney’s fees and costs in such proceeding from the other party.

6.11. Relationship; Third Party Beneficiaries. These Terms of Use do not create any partnership, franchise, joint venture, agency, or fiduciary or employment relationship. Neither Party may bind the other Party or act in a manner which expresses or implies a relationship other than that of independent contractor, if applicable.

6.12. No Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Company without restriction in Company’s sole discretion.