Terms of Services

TULA Life Balanced Terms of Service

Last updated: February 25, 2025

These Terms of Service constitute a legally binding agreement between you and TULA Life Balanced, Inc (“TULA”) governing your use of the TULA Platform. TULA’s website (www.tulabalanced.com (the “Site”), web application (the “App”) and related services, information and communications are collectively referred to as the “TULA Platform.”

The use of all personal data you submit to the TULA Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available here. You acknowledge that by using the TULA Platform you have reviewed the Privacy Policy.

Your consent at registration and continued use of the TULA Platform constitutes your acceptance of and agreement to all of the terms and conditions in this Terms of Service, the Privacy Policy, as well as any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using the TULA Platform.

The Privacy Policy is incorporated by reference into this Terms of Service and together form and are hereinafter referred to as the “Agreement”.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE TULA PLATFORM.

PLEASE NOTE: SECTION 17 SPECIFIES HOW CLIENTS AND TULA RESOLVE DISPUTES, INCLUDING AN ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST TULA TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR USING THE TULA PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING, THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) AND YOU ACCEPT ALL OF ITS TERMS.

The TULA Platform Provides Assistants to Clients

The TULA Platform is a platform which provides Assistants to Clients on an as-needed basis. “Clients” are individuals and/or businesses seeking to obtain short-term services (“Tasks”) from Assistants, and “Assistants” are independent contractors of TULA that are seeking to perform Tasks for Clients.

ASSISTANTS ARE INDEPENDENT CONTRACTORS OF TULA AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF TULA.

CLIENTS HEREBY ACKNOWLEDGE THAT TULA DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR AN ASSISTANT’S WORK AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE TASKS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

Any reference on the TULA Platform to an Assistant being licensed or credentialed in some manner, or “badged,” “reliable,” “reliability rate,” “elite,” “great value,” “background checked,” “vetted” (or similar language) designations indicates only that the Assistant has completed a relevant account process or met certain criteria and does not represent anything else. Any such description is not an endorsement, certification or guarantee by TULA of such Assistant’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for Clients to evaluate when they make their own decisions about the identity and suitability of Assistants whom they contact or interact with via the TULA Platform.

Background Checks and Client Representations and Warranties

Background Checks

Clients and Assistants shall be subject to a review process before they can register for and during their use of the TULA Platform, which may include but is not limited to: identity verification, right to work checks, driving record checks, and criminal background checks, using third party services as appropriate (“Background Checks”). Although TULA may perform Background Checks, TULA cannot confirm that each Assistant or Client is who they claim to be, and TULA cannot and does not assume any responsibility for the accuracy or reliability of Background Check information.

When interacting on the TULA Platform, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know.

NEITHER TULA, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES”) IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY ASSISTANT OR CLIENT OF THE TULA PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE TULA AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TULA PLATFORM.

Client Representations and Warranties

All Clients represent and warrant that:

You are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for U.S. based Clients), and are otherwise capable of entering into binding contracts;
You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;
You have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy;
You will only utilize the third party payment service provider specified or approved by TULA to make payment for services provided through the TULA Platform, which at this time is Stripe (the “PSP”);
You will act professionally and responsibly in your interactions with Assistants and other Clients;
You will use your real name or business name and an up-to-date photo on your profile;
When using or accessing the TULA Platform, you will act in accordance with all applicable local, state, provincial, national, or international law or custom and in good faith;
You will not use the TULA Platform for the purchase or delivery of any controlled or illegal substances or services;
Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement;
Other than as fully and promptly disclosed in writing to TULA, you do not have any motivation, status, or interest that TULA may reasonably wish to know about in connection with the TULA Platform, including without limitation, if you are using or will or intend to use the TULA Platform for any journalistic, academic, investigative, or unlawful purpose.

Contract between TULA and Clients

You acknowledge and agree that a legally binding contract with TULA (the “Service Agreement”) is formed when you, the Assistant and TULA agree on the terms of a Task. TULA reserves the right to accept or reject a Task proposed by a Client for any reason or no reason at all. TULA shall provide notice and proof to Clients of both the commencement and completion of Tasks. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the TULA Platform, and any other contractual terms accepted by both the Client, the Assistant and TULA, specifically the amount of Task Hours that are required to complete a Task.

Client understands that hours will be billed based on actual time spent by Assistant to complete Client’s request, rounded to the nearest quarter hour.

TULA’s role shall be to provide an Assistant who will fulfill the requested Task of a Client. In acting in this role, TULA disclaims any other agency or authority to act on behalf of the Assistant, and assumes no liability or responsibility for any acts or omissions of the Assistant, either within or outside of the TULA Platform.

While using the TULA Platform, Clients, in their sole discretion, determine whether they will be present or not when a Task is performed. Clients who elect not to be present when a Task is performed agree that if someone other than them books the Task on their behalf or is present when the Task is performed, they are appointing that person as their agent (“Client’s Agent”) and the Assistant may take and follow direction from the Client’s Agent as if such direction was given from the Client him or herself. If you are a Client’s Agent and accessing and using the TULA Platform on behalf of a Client, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Terms of Service. Client assumes full and sole responsibility for the acts and omissions of Client’s Agents.

Task Hours and Payment

Clients of the TULA Platform purchase “Task Hours” directly from TULA through a monthly subscription package wherein hours do not carry forward to the next month, or on an “as-needed” or “a la carte” basis. Such payment must be paid through the PSP. Clients of the TULA Platform will be required to provide their payment method details to the PSP, but TULA has no obligations, responsibility or liability to any Client or Assistant related to such collection of payment information by the PSP. The PSP shall hold Client’s payment information and utilize such payment information to charge Client’s for the direct costs of certain Tasks, for example if a Task involves an Assistant getting groceries, gifts, or purchasing other items on behalf of a Client at the direction of a Client. Purchases made on behalf of Client will be billed at cost and subject to an additional 3.4% credit card processing fee. Such charges shall be entered into the TULA App for Client approval. Absent manual approval, Client agrees TULA shall have the right to auto charge the card on file for said charge and processing fee. Client agrees that TULA may charge the card on file for any purchase greater than $100 without waiting for approval. TULA reserves the right to change the credit card processing fee in accordance with processor’s changes to said fee.

To help prevent fraud and safeguard Client information from the risk of unauthorized access, TULA and/or the PSP may validate an account before activation and prior to each booking. As part of the validation process, temporary charges may be placed on the account associated with the Client and then refunded within 1-3 business days.

Task Hours shall not be transferrable between Clients of the TULA Platform, but the purchase of new Task Hours may be given as gifts to Clients of the TULA Platform or individuals who are not currently Clients of the TULA Platform, subject at all times to the approval processes set forth in the Agreement. TULA or Client may terminate any subscription package for any reason by delivering thirty (30) days prior written notice to the other party of such party’s intent to terminate the subscription package. If renewal period occurs during that 30 day period, Client shall be responsible for paying for the final renewal period. Any Task Hours that remain unused at the expiration of such thirty (30) day period (or the end of the final renewal period) shall be forfeited by Client.

TULA strives to impress Clients and provide Clients with Assistants that provide efficient and exceptional service. TULA will work with Clients to resolve issues with any services provided, and reserves the right to provide Client with additional Task Hours in circumstances where TULA determines that the Assistant did not provide efficient and exceptional service. However, Client expressly acknowledges that TULA shall not provide any refunds for any Task Hours purchased from TULA in any circumstance. Further, TULA reserves the right to charge a cancellation fee of $25 to Clients who book a Task, but cancel it within 24-hours of the scheduled time for performance.

TULA strives to build trust and rapport with Clients as well as with the local business communities in which Client resides. If Client works with a specific Assistant, or multiple specific Assistants, and determines that they would like to hire such Assistant(s) to work directly for Client on an ongoing basis, TULA would be thrilled. However, to compensate TULA for the costs related to losing an Assistant, Client agrees that TULA will charge Client a fee of $1,500 per Assistant that Client wishes to hire.

Gift Cards and Promotional Codes

TULA may from time to time provide certain promotional opportunities and contests to Clients. All such promotions will be run at the sole discretion of TULA, and can be implemented, modified, or removed at any time by TULA without advance notification. The liability of TULA and Affiliates shall be subject to the limitations set forth in Section 15 of these Terms of Service.

TULA gift cards (“Gift Cards”) and promotional codes (“Promo Codes”) may be available and can be used to buy Task Hours, but may not be used to pay for reimbursement of out of pocket expenses associated with a Task provided through the TULA Platform.

(a) Promo Codes

Promo Codes are an offer by TULA to reduce the amount a Client has to pay for Task Hours. The use or application of any Promo Code is solely intended as a promotional initiative and does not in any way create a relationship or engagement between TULA or the Assistant or Client, or constitute wages, fees or other amounts paid to the Assistant by TULA. You agree that you will use Promo Codes in accordance with the terms and conditions governing the Promo Code. A new Client Promo Code may only be used once by any Client, regardless of the email address used during registration. TULA reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by you or any other Client in the event that the use or redemption of a Promo Code was in error, fraudulent, illegal, or otherwise in violation of the applicable Promo Code terms and conditions or this Agreement.

(b) Gift Cards

Gift Cards can only be used in connection with Tasks performed on the TULA Platform, are not replaceable if lost or stolen and have no expiration date. Gift Cards have no cash value and cannot be exchanged for cash except as required by law.

No credit card, credit line, overdraft protection, or deposit account is associated with your Gift Card. If a Gift Card holder’s purchase exceeds the amount of that Gift Card’s balance, the Gift Card holder must pay the difference by another means. TULA reserves the right to correct the balance of a Gift Card if TULA believes that a billing error has occurred. TULA reserves the right to limit quantities of Gift Cards purchased by any person or entity, and to cancel a Gift Card if it believes that the Gift Card was obtained through fraudulent or unauthorized means. Gift Cards and their use are subject to this Agreement, and use of a Gift Card constitutes acceptance thereof.

You agree to comply with all Gift Card terms and conditions.

Acceptable Use

Without limitation, the TULA Platform may not be used for any of the following purposes:

To defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Clients and TULA staff;
To publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful language, material or information;
To upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any Client, third party, or TULA;
To upload files or scripts such as Trojan horses, corrupt files, SQL injections, worms, timebombs, cancelbots or any other files or software that may damage TULA or its Clients’ computers;
To advertise or offer to sell any goods or services for any commercial purpose through the TULA Platform which are not relevant to the Task services;
To post a Task requiring an Assistant to (i) purchase or obtain gift cards or money orders (ii) purchase high value items (over $100) without obtaining pre-authorization from TULA, (iii) travel into different countries during the performance of a Task, (iv) post ratings or reviews on any third party website in breach of such third party website’s terms of use, or (v) otherwise engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by TULA in its sole discretion;
To conduct or forward surveys, contests, pyramid schemes, or chain letters;
To impersonate another person or a Client or allow any other person or entity to use your Client profile to post or view comments;

While using the TULA Platform, you may not:

Use the TULA Platform for any unauthorized or illegal purpose, including but not limited to posting or performing a Task in violation of local, state, provincial, national, or international law;
Post or upload any content which you have not obtained the necessary rights and permissions to use accordingly;
Post the same Task repeatedly (“Spamming”);
Download any file posted by another Client that you know, or reasonably should know, cannot be legally distributed through the TULA Platform;
Imply or state that any statements you make (whether on or off the TULA Platform) are endorsed by TULA, without the prior written consent of TULA;
Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the TULA Platform, or the electronic addresses or personal information of others, in any manner;
Frame or utilize framing techniques to enclose the TULA Platform or any portion thereof;
Hack or interfere with the TULA Platform, its servers or any connected networks;
Adapt, alter, license, sublicense or translate the TULA Platform for your own personal or commercial use;
Remove, alter, or misuse, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by TULA and Affiliates;
Upload content to the TULA Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
Other than as set forth above, use the TULA Platform to solicit for any other business, website or service, or otherwise contact Assistants for employment, contracting or any purpose not related to use of the TULA Platform as set forth herein;
Use the TULA Platform to collect Client or Assistant names, email addresses, or other personal information of Clients or Assistants by electronic or other means;
Use the TULA Platform in violation of this Agreement;
Use the TULA Platform in a manner that is false or misleading (directly or by omission or failure to update information), or for the purpose of accessing or otherwise obtaining TULA’s trade secret information for public disclosure or other purposes;
Register under different Client names or identities after your account has been suspended or terminated, or register under multiple Client names or false identities, or register using a false or disposable email or phone number;
Cause any third party to engage in the restricted activities above; or
Use tools with the goal of masking your IP address (like the TOR network).

Tasks involving Alcohol

By requesting a Task involving the delivery or purchase of alcohol, you agree that you are of legal drinking age for purchasing, possessing, and consuming alcohol (i.e., 21 years of age or older in the United States). You agree that such alcohol shall not been purchased with the intent to resell the alcohol or provide the alcohol to someone who is not of legal drinking age. You agree that an individual 21 years of age or older will be present to accept the delivery of alcoholic beverages. All deliveries of alcoholic beverages MUST be signed for by an individual capable of proving he or she is 21 years of age or older. The order signee must provide a valid form of photo identification at time of delivery.

Alcoholic beverages cannot be dropped off or left unattended for any reason. If no person at the delivery address is at least 21 years of age and/or cannot provide valid photo identification of his or her age, the Assistant will not render services. All products will be cleared from the order and returned to their local vendor(s), and a $20 return-delivery fee will be charged to the Client. No refunds will be issued under this circumstance.

The Assistant and TULA reserve the right to refuse to deliver alcoholic beverages for any reason. This reservation includes, but is not limited to, refusing service to individuals who are visibly inebriated, individuals who seem to be underage or providing alcohol to someone who is not of legal drinking age, and refusing service to specific buildings for access or safety reasons.

Special requests or substitutions for the purchase of alcohol products will not be honored; all requests for the purchase of alcohol products must be made on the TULA Platform at the time of submitting your Task.

Deactivation and Suspension

TULA may suspend your right to use the TULA Platform pending its investigation of a potential breach by you of this Agreement or for any reason should TULA determine the relationship is no longer mutually beneficial. TULA may deactivate your account or limit your use of the TULA Platform upon its determination that you breached a provision of this Agreement (a “Client Breach”). TULA will provide you with written notice of its determination.

If TULA suspends or deactivates your account or limits your use of the TULA Platform pursuant to this Section 8, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the TULA Platform is suspended, terminated or limited, this Agreement will remain enforceable against you. TULA reserves the right to take appropriate legal action pursuant to the Agreement.

TULA reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the TULA Platform at its sole discretion. TULA will provide you with notice of any such modification or discontinuation as required by law. To the extent permitted by law, TULA shall not be liable to you for any modification or discontinuance of all or any portion of the TULA Platform. TULA has the right to restrict anyone from completing registration as an Assistant if such person may threaten the safety and integrity of the TULA Platform, or if such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the TULA Platform and deactivating your account, obligations related to your subscription, if applicable, will terminate at the end of the subsequent billing cycle. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the TULA Platform.

Account, Password, Security, and Telephone Communications

You must register with TULA and create an account to use the TULA Platform. You are the sole authorized Client of your account. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by TULA for accessing the TULA Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. TULA has no control over the use of any Client’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to notify TULA immediately.

You acknowledge that telephone calls to or from TULA, together with its agents and Affiliates, may be monitored and recorded for the purposes of quality control and training.

You verify that any contact information provided to TULA, our agents and affiliates, and Clients, including, but not limited to, your name, business name, mailing address, email address, your residential or business telephone number, and/or your mobile telephone number, is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or deactivate your account. Should any of your contact information change, you agree to immediately notify TULA before the change goes into effect at hello@tulabalanced.com.

Client Generated Content

“Client Generated Content” is defined as any information and materials you provide to TULA, its corporate partners, or other Clients or Assistants in connection with your registration for and use of the TULA Platform and participation in TULA promotional campaigns. You are solely responsible for Client Generated Content, and we act merely as a passive conduit for your online distribution and publication of your Client Generated Content. You acknowledge and agree that TULA is not involved in the creation or development of Client Generated Content, disclaims any responsibility for Client Generated Content, and cannot be liable for claims arising out of or relating to Client Generated Content. Further, you acknowledge and agree that TULA has no obligation to monitor or review Client Generated Content, but reserves the right to limit or remove Client Generated Content if it is not compliant with the terms of this Agreement.

You hereby represent and warrant to TULA that your Client Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (c) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality (to the extent recognized by law in the country where the Task is performed); (d) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (e) will not be defamatory, libellous, malicious, threatening, or harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with TULA or otherwise purport to act as a representative or agent of TULA; and (i) will not create liability for TULA or cause TULA to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.

The TULA Platform hosts Client Generated Content relating to reviews and ratings of specific Assistants (“Feedback”). Feedback is such Client’s opinion and not the opinion of TULA, and has not been verified or approved by TULA. You agree that TULA is not responsible or liable for any Feedback or other Client Generated Content. TULA encourages each Client to give objective, constructive and honest Feedback about the Assistants with whom they have transacted. TULA is not obligated to investigate any remarks posted by Clients for accuracy or reliability or to consider any statements or materials posted or submitted by Clients about any Feedback but may do so at its discretion. You agree that Feedback enables Clients to post and other Clients to read about Clients’ expression of their experiences and that you will not complain or take any action merely because you happen to disagree with such feedback. Each Client should undertake their own research to be satisfied that a specific Assistant has the right qualifications for a Task.

TULA respects the personal and other rights of others, and expects Clients to do the same. TULA is entitled to identify a Client to third parties who claim that their rights have been infringed by Client Generated Content submitted by that Client, so that they may attempt to resolve the claim directly.

If a Client believes, in good faith, that any Client Generated Content provided on or in connection with the TULA Platform is objectionable or infringes any of its rights or the rights of others (e.g. counterfeiting, insult, invasion of privacy), the Client is encouraged to notify TULA. If a Client discovers that Client Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the Client must notify TULA. Such notification can be made at TULA Life Balanced, Inc, 865 N Albion St, Suite 250, Denver, CO 80220, Denver, CO 80210.

To the extent permitted by law, you hereby grant TULA a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your Client Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to TULA (collectively, “Media”) in exchange for use of the TULA Platform, in any media now known or not currently known in order to market, operate, and improve upon the TULA Platform, including but not limited to the right to the following:

Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or Client Generated Content;
Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or Client Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such Client provides to TULA or that TULA takes of Client, and use, reproduce, modify, or creative derivatives of such Client Generated Content or Media, including such Client’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;
Reproduce in any and all media any recordings of such Client’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the TULA Platform or any TULA promotional campaigns;
Use, and permit to be used, such Client’s Media, Physical Likeness, and Voice in the advertising, marketing, and/or publicizing of the TULA Platform in any media, in any format and through any distribution channels; and
Use, and permit to be used, such Client’s name and identity in connection with the TULA Platform or any TULA promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media. Each Client warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each Client acknowledges that TULA shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such Client, either for initial or subsequent transmission or playback.

Each Client hereby waives all rights and releases TULA and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Client’s identity, Physical Likeness, Media, or Voice in connection with the TULA Platform.

Third-Party Services

The TULA Platform may contain links (such as hyperlinks) to third-party websites, as well as utilizing third-party services such as the PSP (the “Third-Party Services”). Such Third-Party Services do not constitute endorsement by TULA or association with those Third-Party Services, their content or their operators. TULA does not control any such Third-Party Services, and is not responsible for their availability, accuracy, content, advertising, products, or services. You acknowledge and agree that TULA is not involved in the creation or development of Third-Party Services and agree that TULA cannot be liable for claims arising out of or relating to Third-Party Services. Further, you acknowledge and agree that TULA has no obligation to monitor, review, or remove links to Third-Party Services, but reserves the right to limit or remove links to Third-Party Services on the TULA Platform at its sole discretion.

The use of any Third-Party Services is governed by the terms and conditions of use and privacy policies for those Third-Party Services. You access such Third-Party Services at your own risk. TULA expressly disclaims any liability arising in connection with your use of the Third-Party Services or other material associated with links that may appear on the TULA Platform. You hereby agree to hold TULA harmless from any liability that may result from the use of the Third-Party Services.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. TULA BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH THE TULA PLATFORM, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF SUCH THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES AND ITS RESPECTIVE TERMS OF SERVICE AND PRIVACY POLICY MEET YOUR NEEDS.

Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including TULA designs, trademarks, and logos (collectively “Proprietary Material”) that Clients see or read through the TULA Platform is owned by TULA, excluding Client Generated Content, which Clients hereby grant TULA a license to use as set forth above in Article 10. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. TULA owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. Clients may not copy, download, use, redesign, reconfigure, or retransmit anything from the TULA Platform without TULA’s express prior written consent and, if applicable, the consent of the holder of the rights to the Client Generated Content. Any use of such Proprietary Material other than as permitted herein is expressly prohibited.

The service marks and trademarks of TULA are marks owned by TULA. Any other trademarks, service marks, logos and/or trade names appearing via the TULA Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Copyright Complaints

TULA respects the intellectual property of others and expects Clients to do the same. If you believe, in good faith, that any materials provided on or in connection with the TULA Platform infringe upon your copyright or other intellectual property right, please send the following information to TULA at: TULA Life Balanced, Inc, 865 N Albion St, Suite 250 , Denver, CO 80220 or hello@tulabalanced.com.

A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the TULA Platform where the material you claim is infringed is visible. Include enough information to allow TULA to locate the material, and explain why you think an infringement has taken place;
A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
Your name, address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of TULA and agree that you will not, for the lifetime of your account on TULA plus 10 years thereafter, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the TULA Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall promptly notify TULA in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall return all originals and any copies of any and all materials containing Confidential Information to TULA promptly upon deactivation of your Client account or termination of this Agreement for any reason whatsoever.

TULA shall hold and keep all Client information in strict confidence and only use such Client information to provide the TULA Platform in accordance with these Terms of Service. If relevant, TULA may disclose such Client information to authorized employees and agents who are also bound to maintain the confidentiality of the Client information or as required to provide the Third-Party Services. TULA shall use commercially reasonable efforts to protect all Client information as set out in the Privacy Policy.

The term “Confidential Information” shall mean any and all of TULA’s trade secrets, confidential and proprietary information, and all other information and data of TULA that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other Proprietary Materials and confidential information relating to TULA or TULA’s business, operations or properties, including information about TULA’s staff, Clients or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.

Disclaimer of Warranties

(a) Use Of The TULA Platform Is Entirely At Your Own Risk

THE TECHNOLOGY OF THE TULA PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, AND NON-INFRINGEMENT. TULA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE TULA PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE TULA PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE TULA PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

TULA does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the TULA Platform or any hyperlinked website or featured in any banner or other advertising, and TULA will not be a party to or in any way be responsible for monitoring any transaction between you and other Clients, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, TULA and Affiliates do not warrant that access to the TULA Platform will be uninterrupted or that the TULA Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the TULA Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Task, service, information or materials provided through or in connection with the use of the TULA Platform. TULA and Affiliates are not responsible for the conduct, whether online or offline, of any Client. TULA and Affiliates do not warrant that the TULA Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. TULA and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.

TULA does not warrant any goods or services purchased by a Client. TULA does not provide any warranties or guarantees regarding any Assistant’s ability, professional accreditation, registration or license.

(b) No Liability

You acknowledge and agree that TULA is only willing to provide the TULA Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold TULA and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the TULA Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any Client or Assistant (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any Client or Assistant, any instruction, advice, recommendation, act, or service provided by TULA, Affiliates, or Assistants, and any destruction of your Client Generated Content.

UNDER NO CIRCUMSTANCES WILL TULA AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR, AND YOU HEREBY RELEASE TULA AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY TULA, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEYS FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE TULA PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH CASES THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

TULA AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN CLIENTS OF ITS TULA PLATFORM. TULA AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE TULA PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT TULA AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO TULA DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(c) Release

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

Further, in consideration of the services provided by TULA, you hereby release TULA from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).

TULA and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Indemnification

You hereby agree to indemnify, defend, and hold harmless TULA and Affiliates from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation on, the TULA Platform; (ii) your participation or instruction to Assistants in Tasks, or your ability or inability to obtain the performance of Tasks; (iii) your breach or violation of this Agreement; (iv) your violation of any law, or the rights of any Client or third party; (v) your failure to abide by your representations and warranties in Section 2; (vi) any content submitted by you or using your account to the TULA Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vii) the acts or omissions of any Client’s Agents. TULA reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of TULA.

Dispute Resolution

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the TULA Platform, your relationship with TULA, Tasks, or this Agreement (including previous versions), (“Dispute”), you and TULA agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating any out of court settlement, arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to TULA. TULA’s address for such notice is: 865 N Albion St, Suite 250, Denver, CO 80220.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND TULA CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE TULA PLATFORM.

Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND TULA CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND TULA TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Agreement to Binding Arbitration

IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND TULA MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with TULA.

To the fullest extent permitted by applicable law, you and TULA agree to arbitrate any and all disputes and claims (collectively, “Claim” or “Claims”) relating to, arising from or regarding your use of the TULA Platform, your relationship with TULA, Tasks, or this Agreement (including previous versions), including Claims by TULA, Claims against TULA and Claims against TULA’s Affiliates (including its parent company).

To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by TULA; breach of any express or implied contract or breach of any express or implied 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; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by TULA and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.

If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and TULA agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND TULA ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(b) Prohibition of Class Actions and Non-Individualized Relief

Except as otherwise required under applicable law, you and TULA agree that any arbitration will be limited to the Claim between TULA (and/or, if applicable, its Affiliates) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND TULA ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and TULA otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.

(c) Representative PAGA Waiver

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and TULA agree not to bring a representative action on behalf of others under the California Private Attorneys General Act (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and TULA agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”).

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(d) Rules and Logistics Governing Arbitration

In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and TULA agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.

As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. 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. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules).

(e) Exceptions to Arbitration

The Arbitration Agreement shall not require arbitration of the following types of claims:

Claims for workers’ compensation, disability insurance and unemployment insurance benefits;
Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
Representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 19(d) is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; and
Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(f) Severability

In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

Governing Law

Except as expressly provided otherwise, this Agreement and your use of the TULA Platform will be governed by, and will be construed under, the laws of the State of Colorado, without regard to choice of law principles.

General Provisions

Failure by TULA to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and TULA with respect to its subject matter, and supersedes and governs any and all prior agreements or communications except as otherwise specified in the Arbitration Agreement in Section 17. However, this Agreement does not supersede other agreements about other subject matter that you may have with TULA. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” provision in Section 17 above, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. You hereby acknowledge and agree that we may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Upon the effective date of the assignment of the Agreement (a) TULA shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment and, (b) the assignee entity shall replace TULA for the performance of this Agreement. This Agreement may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 18 shall be null and void. This Agreement will inure to the benefit of TULA, its successors and assigns.

Changes to this Agreement and the TULA Platform

TULA reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement and review, improve, modify or discontinue, temporarily or permanently, the TULA Platform or any content or information through the TULA Platform at any time, effective with or without prior notice and without any liability to TULA. TULA will endeavor to notify you of material changes to this Agreement by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using the TULA Platform. Your continued use of the TULA Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction. TULA may also impose limits on certain features or restrict your access to part or all of the TULA Platform without notice or liability.

No Rights of Third Parties

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights) or to give any person or entity other than the Client any interest, remedy, claim, liability, reimbursement, claim of action or any other claim of action with respect to or in connection with any agreement or provision contained herein or contemplated hereby. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement, provided, however, that a Client’s Agent may act in the name of and on behalf of his/her Client.

Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by email or by posting Notices on the Sites. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all Notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the TULA Platform, please contact us by email at hello@tulabalanced.com or by mail to 865 N Albion St, Suite 250, Denver, CO 80220.

Consent to Electronic Signatures

By using the TULA Platform, you agree to transact electronically through the TULA Platform. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse, finger or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

Acknowledgement and Consent

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY, AND AGREE THAT MY USE OF THE TULA PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

TULA Life Balanced Terms of Service

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