Welcome to Alz Meter! We look forward to empowering and inspiring you to manage your brain health. These Terms and Conditions (the “Agreement”) are applicable to your use of alzmeter.com (the “Site”), its associated mobile application, Alz Meter™ (the “App”), and its associated storefront SLEDSShop™ (the “Store”), including third party recommended product links within the App. The Site, App and Store are owned and operated by Fortified Health Inc., doing business as Whole in One Health™ (“W1”). W1 offers a variety of content and services through the Site, App and Store (collectively, the “Services”). These Terms and Conditions are a contract between You (“You”) and W1.

Please read these Terms and Conditions carefully. By using the Site, App, and Store, and by creating an Account, You agree to be bound by these Terms and Conditions and represent and warrant that you are (i) at least 18 years old or (ii) you are at least 13 years old and have your parent’s or legal guardian’s permission to use the Services (“Permitted User”). If you (a) are under the age of 18 and not a Permitted User or (b) do not wish to be bound by these Terms and Conditions, then you do NOT have W1’s permission to access or use the Services or create an account.

1. Use of the Services and Your Account

   1a. Description of Services
   The Services are intended for informational purposes only and are not a substitute for professional medical advice, diagnosis or treatment. The Services provide general information and resources related to wellness and cognitive health and are not intended to diagnose, treat, cure, or prevent any medical condition or disease. You should not use the app as a substitute for professional medical advice, diagnosis, or treatment (collectively “Medical Decisions”). Examples of Medical Decisions include but are not limited to starting or stopping medications; starting, modifying, or stopping exercise; changing a treatment plan; or delaying seeking professional medical advice.

   By using the Services, you acknowledge and agree that you assume all risks and responsibility associated with the use of the Services. W1 and its affiliates, officers, directors, shareholders, employees, agents, and licensors shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or relating to the use of the Services or the information provided by the Services.

   You acknowledge and agree that You are solely responsible for consulting with a qualified healthcare provider regarding any medical concerns or questions You may have. You should never disregard professional medical advice or delay seeking it because of something You have read or seen on the Services. The information provided by the Services is not a substitute for professional medical advice or treatment.

   Any and all services provided by, in and/or through the Services are for informational purposes only. The Services do not replace medical professionals and W1 does not provide medical services or render medical advice. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by W1 should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Services should not be relied upon when making medical decisions, or to diagnose or treat health conditions or illnesses. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND W1.

   You should seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any dietary programs or plans, exercise regimen or any other fitness or wellness activities or plans that may be referenced, discussed or offered under the Services. If you are being treated for a health condition or illness, taking prescription medication or following a therapeutic diet to treat a disease, you should consult with a qualified physician before using the Services. You represent to W1 (which representation shall be deemed to be made each time you use the Services), that You are not using the Services or participating in any of the activities offered by the Services for the purpose of seeking medical attention. You further agree that, before using the Services, You will consult a qualified physician, particularly if you are at risk for problems resulting from exercise or any changes in Your lifestyle, such as diet. If any information You receive or obtain from using the Services is inconsistent with the medical advice from your physician, You should follow the advice of your physician.

   1b. Acceptable Use
   W1 grants you a nontransferable, nonexclusive license to access the Site and App subject to this Agreement and conditioned upon your compliance with this Agreement, the Privacy Policy, the Data Use policy, and any other rules and requirements communicated to you by W1, including your payment of any applicable fees, such as fees for Premium Services (as defined in Section 7a) and purchases of products and services in the SLEDSShop™ (as defined in section 7g). You acknowledge and agree that W1 may modify, update, and otherwise change the Services at any time, without notice, in its sole discretion.

   1c. Prohibited Uses
   As a condition to Your use of the Services, You agree not to:

   1. Rent, lease, loan, sell, resell, sublease, distribute or otherwise transfer the licenses granted herein or any Materials, as defined in section 4b;

   2. Impersonate any person or entity, falsely claim an affiliation with any person or entity, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity, including but not limited to uploading any person’s or entity’s data without prior authorization;

   3. Delete the copyright or other proprietary rights on the Services;

   4. Use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

   5. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services;

   6. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

   7. Modify, adapt, translate or create derivative works based upon the Services or any part thereof; or

   8. Intentionally interfere with or damage operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

   1d. User Account
   When You use the Services or any products or information from the Services, you may be asked to provide a password. You are responsible for maintaining the confidentiality of Your account and password. You agree that the information You provide to W1 on registration and at all other times will be true, accurate, current, and complete. If you have reason to believe that Your account is no longer secure then You agree to immediately notify W1 at accounts@alzmeter.com.

   1e. Authorized Personnel
   If You are registering on behalf of anyone other than Yourself, You represent that you are authorized to complete this registration for the individual (“Individual”), accept these Terms and Conditions on behalf of the Individual that you register and that the information you provide is accurate. You agree to be solely liable for damages as a result of any information you provide, including opting-in to receiving communications at another’s email address. You agree to provide a copy of these Terms and Conditions to the Individual and agree to be jointly accountable for any violation of these Terms and Conditions by anyone You registered.

   1f. Email Communications
   Opt-In: As part of our commitment to keeping You informed about updates, new features, and promotional offers (“Promo Emails”), we will automatically opt You in to receive Promo Email updates from us. These emails may include important announcements, Service updates, and promotional offers. As part of providing the Services, “App Emails” may be sent with personalized information, results and recommendations. Notification Emails are those that are required by law or in accordance with these Terms and Conditions and may not be opted out.

   Opt-Out Instructions: If you do not wish to receive these emails, you can opt out at any time by following these instructions:

   • Open the App

   • Go to Profile

   • Go to Settings

   • Scroll down to the "Email Preferences" section

   • Toggle the "Opt-Out" button to turn off Promo Email communication from W1

   • Toggle the "Opt-Out" button to turn off App Email communication from W1

2. Right to Terminate and Delete

   2a. Termination
   W1 reserves the right to limit, suspend or terminate your account and/or Your access and use of the Services at any time without notice and remove and discard or de-identify all or any part of Your account and user profile. You agree that W1 will not be liable to You or any third party for any such limitation, suspension or termination.

   2b. Opt Out
   Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms and Conditions, (iii) any policy or practice of W1 in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate Your account. You may terminate Your use of the Services at any time by canceling any auto-renewing subscription, deleting Your account and discontinuing use of any and all parts of the Services.

   2c. Data Deletion Request
   You have the right to request the deletion of your personal data held by W1 at any time. Open the App, navigate to Profile, select Delete/Disable Account and follow the prompts. We may retain certain data as required by applicable laws or for legitimate business purposes, where permitted by applicable laws, even if your personal data is deleted. Your data may remain in system backups for a limited period.

   Upon termination of these Terms and Conditions, W1 will remove and discard or de-identify all of Your Data. The following Sections shall survive any termination or expiration of these Terms and Conditions: 1b, 4, 8, 9c, 10

3. Privacy Policy

   You confirm that You have read and accepted W1’s Privacy Policy at www.alzmeter.com/help-center/privacy-policy. The Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms and Conditions.

   3a. Third-Party Services
   W1 may use third-party service providers to assist with various aspects of its operations (“Vendors”), including, but not limited to, payment processing, Service analysis and optimization, marketing and communications. For example, W1 may use a third-party email service to send Promo Emails or App Emails to users who are opted in to receive them. W1 takes reasonable steps to ensure that any third-party service providers it engages with are reputable and comply with applicable privacy and data protection laws.

   By using the Services, You acknowledge and agree that W1 may share Your personal data with its vendors for the purpose of providing and improving the Services.

   W1 takes reasonable measures to ensure that your personal data is transmitted securely to its Vendors, using industry-standard encryption and security protocols. However, please be aware that no method of transmission over the internet or electronic storage is 100% secure, and W1 cannot guarantee the absolute security of Your data.

4. Intellectual Property

   4a. W1’s Use of Your Data
   W1 agrees that, as between the parties, You are the sole owner of Your Data. You hereby grant W1 a non-exclusive, worldwide, license, with the right to grant and authorize sublicense, to use Your Data and all intellectual property therein or thereto for purposes of providing the Services.

   4b. Ownership of Content
   The Services are owned and operated by or on behalf of W1. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Services are the property of W1. All trademarks, logos, and service marks are owned exclusively by W1. W1 reserves all rights not expressly granted in these Terms and Conditions.

   4c. Pending Patents
   W1 may have pending patent applications related to the Services, which are equally protected by applicable laws and regulations. W1 reserves all rights in and to such pending patents, and no license or other right to use such pending patents is granted to Users of the Services under these Terms and Conditions, except as expressly provided in this Agreement.

5. Data Use

   W1 Data Use policy describes how W1 collects, uses, and shares your personal information when you use the Services. By using W1, you agree to W1’s Data Use policy, which is incorporated into these Terms and Conditions by reference. Please review W1’s Data Use policy carefully to understand how W1 collects, uses and shares your personal information. You can find out Data Use policy www.alzmeter.com/help-center/data-usage

6. User Generated Content

   6a. Rules and Guidelines
   You may upload a profile picture to represent Yourself on the Site and App. To ensure that the Services remain a safe and respectful space for all Users, W1 has established the following rules and guidelines for profile pictures and any User-generated content (“User Content”):

   1. No Offensive or Inappropriate Content: User Content must not contain any offensive, defamatory or discriminatory content based on race, gender, sexual orientation, religion, or any other characteristic. This includes any content that contains profanity, hate speech, or images that are graphic and violent.

   2. No Copyright Infringement: User Content must not infringe on the intellectual property right of others. If you are not the copyright owner of the image you are using for your profile picture, you must obtain permission from the copyright owner before using it in the Services.

   3. No Copyright Infringement: User Content must not infringe on the intellectual property right of others. If you are not the copyright owner of the image you are using for your profile picture, you must obtain permission from the copyright owner before using it in the Services.

   4. Moderation: W1 reserves the right to remove any User Content that violates these rules and guidelines or that W1 deems inappropriate or offensive. W1 may also suspend or terminate the accounts of Users who repeatedly violate these rules and guidelines.

   6b. Copyright Infringement and Digital Millennium Copyright Act (“DMCA”)
   W1 respects the intellectual property rights of others and expects its users to do the same. If You believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Services, please notify W1 by sending a written DMCA takedown notice to W1’s copyright agent at copyright@alzmeter.com. Your DMCA takedown notice must include the following information:

   1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

   2. Identification of the copyrighted work that You claim has been infringed;

   3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit W1 to locate the material;

   4. Your contact information, including Your name, address, telephone number, and email address;

   5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

   6. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

   Upon receipt of a valid DMCA takedown notice, W1 will remove or disable access to the infringing material and take reasonable steps to notify the user who posted the allegedly infringing material. W1 will also provide the user with a copy of the DMCA takedown notice and inform them that their material has been removed or disabled. If the user believes that their material was removed or disabled in error, they may send W1 a counter-notification in accordance with the DMCA. W1 will promptly forward any counter-notification to the party who submitted the original DMCA takedown notice.

   6c. Data Security
   W1 uses certain physical, managerial, and technical safeguards consistent with those used to protect electronic health records and that are designed to improve the integrity and security of your personally identifiable information.

   To that end, W1 elects to comply with the Health Insurance Portability and Accountability Act (HIPAA) where applicable for the Services, and has implemented policies and procedures designed to comply with HIPAA's requirements for the privacy and security of protected health information (PHI). W1 maintains administrative, technical, and physical safeguards to protect against unauthorized access, use, or disclosure of users' PHI, and regularly reviews and updates its data security measures to ensure that they are effective and compliant with applicable laws and regulations

   However, W1 also cannot guarantee that such information may not be accessed, disclosed, altered, or destroyed by unauthorized breach, in spite of W1’s physical, technical, and managerial safeguards.

7. Payment Details

   7a. Payment Terms
   W1 offers certain premium versions of the Services (the “Premium Services”) for a fee. By signing up for and using the Premium Services, You agree to W1’s Terms, and any additional terms and conditions provided here

   The Premium Services provide you access to certain enhanced content, features and functionality (e.g., the Comprehensive Alz Meter Score, unlimited lessons, coaching programs, and progress tracking tools). By signing up for and using Premium Services, including signing up for Free Trials (as defined in section 7e) of the Premium Services, you agree to pay any fees or other incurred charges that apply to the Premium Services, such as ongoing subscription fees.

   You can choose to pay for the Premium Services on a monthly, annual basis, or other term offered. Unless otherwise stated, all fees due for the Premium Services are payable in advance, and will be billed automatically to the Payment Method at the start of the monthly, annual or other term Premium Service period, as applicable. Unless otherwise stated, Premium Services will auto-renew until you elect to cancel your access to Premium Services.

   You can choose to pay for the Premium Services on a monthly, annual basis, or other term offered. Unless otherwise stated, all fees due for the Premium Services are payable in advance, and will be billed automatically to the Payment Method at the start of the monthly, annual or other term Premium Service period, as applicable. Unless otherwise stated, Premium Services will auto-renew until you elect to cancel your access to Premium Services.

   For purchases made through the App, You authorize Apple or Google (depending on Your device) to collect the appropriate fees charged for the Premium Services and for other purchases You elect to make via the Services. By making a purchase through the App, You agree to the terms and conditions of Apple or Google's payment processing service. If the Payment Method with Apple or Google is declined, W1 reserves the right to suspend or terminate your subscription until payment is received.

   For purchases made through the App, Apple or Google is responsible for the security of your payment information, and W1 does not have access to Your payment information or share it with any third parties, except as required by law or as necessary to provide the App and its services.

   For purchases made through the Site, W1 uses a third-party payment processing service called Stripe. By subscribing to the Premium Services through the App, you agree to provide complete and accurate payment information to Stripe. If the Payment Method with Stripe is declined, W1 reserves the right to suspend or terminate your subscription until payment is received.

   Stripe is a third-party service provider and is solely responsible for the security of your payment information. W1 does not have access to Your payment information and will not share it with any third parties, except as required by law or as necessary to provide the Services.

   If you do not pay the fees or charges due for your Premium Services, W1 may make reasonable efforts to notify you and resolve the issue; however, W1 reserves the right to disable or terminate your access to Premium Services, and may do so without notice.

   7b. Refunds and Cancellations for Premium Services
   All purchases of Premium Services are final and non-refundable, except at W1’s sole discretion and in accordance with the rules governing each Premium Service.

   You can cancel the Premium Services at any time. Once you have canceled your Premium Service and received confirmation, no new subscription charges will accrue, unless you later opt to renew. The cancellation of a Premium Service will go into effect at the end of your current billing cycle, and you will have the same level of access to the Premium until that time.

   7c. Fee Changes
   To the maximum extent permitted by applicable laws, W1 may change the prices for Premium Services and Products at any time. W1 will give You reasonable notice of any such pricing changes by posting the new prices on or through the applicable Premium Service/Product and/or by sending you an email notification. If you do not wish to pay the new prices, you can cancel the applicable Premium Service prior to the change going into effect or choose not to purchase the Product at the new price.

   7e. Free Trials
   W1 sometimes offers free trials of W1’s Premium Services or other promotional offers (each a “Free Trial”). A Free Trial provides You access to the Premium Services for a period of time, with details specified when You sign up for the offer.

   In order to sign up for a Free Trial, You may need to provide W1 with Your preferred Payment Method. As soon as You submit Your payment details, Your Free Trial will begin. You will not be charged until the Free Trial period ends.

   Unless You cancel before the end of the Free Trial, or unless otherwise stated, Your access to the Premium Service will automatically continue and You will be billed the applicable fees for that Premium Service using the Payment Method You provided. All incurred charges are final and non-refundable, except at W1’s sole discretion and in accordance with the rules governing each Premium Service. W1 may send You a reminder when Your Free Trial is about to end, but W1 does not guarantee any such notifications. It is ultimately Your responsibility to know when the Free Trial will end if You decide You do not want to become a paying Premium Services user after the Free Trial period.

   If You decide You do not want to become a paying Premium Services user, You must cancel Your subscription before the end of the Free Trial period. Depending on the applicable Premium Service, You may lose access as soon as You cancel or at the end of the Free Trial period. Once You have canceled Your Free Trial and received confirmation, You cannot resume the Free Trial period even if it was not used for the entire duration of the offer.

   Premium Service features and content may change at any time, and W1 cannot guarantee any specific feature or content will be available for the entire Free Trial period. The rates in effect when You sign up for the Free Trial will be the same when the Free Trial ends, unless W1 notifies You otherwise. W1 reserves the right, in W1’s absolute discretion, to modify or terminate any Free Trial offer, Your access to the Premium Services during the Free Trial, or any of these terms without notice and with no liability. You may not sign up for more than one Free Trial of a given Premium Service at the same time, and W1 reserves the right to limit your ability to take advantage of multiple Free Trials.

   7f. Discount, Coupon or Gift Codes
   If You have received a discount, coupon or gift code to a Premium Service, the following terms and conditions apply in addition to the terms and conditions of the specific code. To redeem a gift subscription with a link, click on the link and follow the instructions to either apply to Your existing account or to set up a new account where the gift will be applied. To redeem a discount or coupon code, log in to the Site or App and enter the applicable code to take advantage of the relevant promotion. All discounts, gift and coupon codes can only be applied when subscribing to Premium Services. Discount and coupon codes may only be applied to accounts not already subscribed to Premium Services. Discount, coupon and gift codes cannot be combined with any other sales, promotion or coupon, and cannot be exchanged, refunded, replaced or redeemed for cash or payment of accounts. A payment method may be required to redeem a discount or coupon code. It is Your own responsibility to use a discount, coupon or gift code before it expires. Expired codes cannot be refunded or extended. It is also Your responsibility to terminate the Premium Service before the end of a free or discounted period if You do not want to continue with a Premium Service at the prevailing price. The terms and conditions of a specific discount, coupon or gift code may include additional restrictions on its use, including but not limited to the type of plan, duration of free or discounted Premium Service, coupon validity dates, and/or purchase quantities. W1 reserves the right to cancel discounts and coupon promotions at any time.

   7g. SLEDSShop™
   W1 has an associated storefront, the SLEDSShop™ (the “Store”), which may offer content, products and services (the “Products”) for purchase. The Store may include links to third-party sites hosting the sale of, or additional information about, the Products.

   The Store may include links to third-party websites that are not owned or controlled by W1. W1 is not responsible for the Products available on or through any such third-party sites or resources. W1 does not endorse, guarantee or make any representations or warranties regarding any such third-party sites or resources, or any Products available on or through them. You acknowledge and agree that W1 shall not be liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Products available on or through any such third-party sites or resources.

   Some of the third-party links in the Store may include affiliate links, which means that W1 may receive a commission or other compensation if you make a purchase or engage in some other transaction through those links. This compensation may be in the form of a percentage of the sale, a flat fee, or some other form of compensation. W1 may use affiliatelinks to generate revenue and support the operation of the Store. However, W1 wants to be transparent about this practice and ensure that W1’s users understand that W1 may receive compensation when You purchase some of the Products available through the Store.

   Some of the third-party links in the Store may include affiliate links, which means that W1 may receive a commission or other compensation if you make a purchase or engage in some other transaction through those links. This compensation may be in the form of a percentage of the sale, a flat fee, or some other form of compensation. W1 may use affiliatelinks to generate revenue and support the operation of the Store. However, W1 wants to be transparent about this practice and ensure that W1’s users understand that W1 may receive compensation when You purchase some of the Products available through the Store.

   W1 strives to use the Products’ listing on the Store to give You the information You need to know about the Products. Although W1 tries to make sure they are as faithful as possible to the real thing, any images shown in the product listings are for illustrative purposes only; given the digital method of presentation, it is possible that Your perception may not exactly match the actual Product itself.

8. Disclaimer

   8a. Limitation of Liability
   IN NO EVENT WILL W1, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, PARTNERS, AND LICENSORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY CONTENT ASSOCIATED WITH THE SERVICES, OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT W1 HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

   THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, IN NO EVENT SHALL W1 BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF $100.

   8b. Health Precautions
   THE SERVICES ARE NOT A MEDICAL DEVICE NOR ARE THEY A MEDICAL THERAPY AND YOU EXPRESSLY AGREE THAT THE SERVICES DO NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BY W1. THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND CANNOT REPLACE THE SERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS.

9. Disputes and Arbitration

   9a. Arbitration Agreement
   YOU AND W1 AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE (A “DISPUTE”) TO BINDING ARBITRATION. To the maximum extent permitted by applicable law, You and W1 agree that any disputes arising out of or related to your use of the Services will be resolved by binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”). In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator’s decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. Such dispute resolution proceedings will be conducted only on an individual basis and not a class, consolidated or representative action. Except where prohibited, You and W1 agree to submit to the personal and exclusive arbitration of Disputes relating to Your general use of the Services under the Consumer Arbitration Rules of the American Arbitration Association.

   9b. Attorneys’ Fees and Costs
   In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such dispute. “Prevailing Party” shall mean the party that obtains a judgment in its favor or that otherwise prevails in the dispute, as determined by the court or other tribunal with jurisdiction over the matter. Notwithstanding the foregoing, each party shall be responsible for paying its own attorneys’ fees and costs incurred in connection with any dispute or claim arising out of or related to this Agreement unless otherwise provided in this Agreement or required by applicable Law.

   9c. Indemnity
   You hereby agree to indemnify, defend, and hold harmless W1 and its subsidiaries, divisions, affiliates, officers, directors, shareholders, employees, agents, service providers, contractors, assigns, users, clients, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from (i) Your access to or use of the Services; (ii) Your data, or any other information or data You provide to W1; (iii) Your violation of applicable Laws; (iv) Your breach of any provision of this Terms and Conditions. W1 will use reasonable efforts to provide You with notice of any such claim or allegation, and W1 will have the right to participate in the defense of any such claim at its expense.

10. Governing Law

    These Terms and Conditions and the relationship between You and W1 shall be governed by and construed in accordance with the laws of the State of Virginia, without regard to its principles of conflict of laws. The exclusive jurisdiction in every matter and/or issue regarding the terms and conditions that is not subject to arbitration pursuant to Section 9a will be exclusively granted to the court with jurisdiction over Warrenton, Virginia. These Terms and Conditions, together with the Privacy Policy, Data Use, and any other agreements expressly incorporated by reference herein, constitute the entire exclusive understanding and agreement between You and W1 regarding Your use of and access to the Services. You may not assign or transfer the Terms and Conditions or Your rights hereunder, in whole or in part, by operation of law or otherwise, without W1’s prior written consent. W1 may assign the Terms and Conditions at any time without notice. The failure to require performance of any provision shall not affect W1’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms and Conditions constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms and Conditions is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms and Conditions is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BROUGHT AGAINST W1 AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, VENDORS, AGENTS, CO-BRANDERS OR OTHER PARTNERS AND EMPLOYEES, ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THE TERMS AND CONDITIONS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

11. Subject to Change

    W1 reserves the right to update this Agreement, and/or the Privacy Policy and/or the Data Use at any time and for any reason in its sole discretion by posting updated terms. Unless otherwise indicated by W1 any changes will become effective on a prospective basis from the date of posting. W1 will notify You of any material changes to the Agreement or Services. By continuing to access or use the Services after W1 has provided You with notice of a modification, You are agreeing to be bound by the modified Agreement. If the modified agreement is not acceptable to You, Your only recourse is to cease using the Services. W1 and its third-party service providers may make improvements and/or changes in the Services, features, and prices described at any time and for any reason in its sole discretion. The Services may download and install upgrades, updates, and additional features to improve, enhance, and further develop the Services. W1 reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any portion thereof with or without notice. You agree that W1 shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services.