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This is our Terms and Conditions of Use Agreement (hereinafter referred to as the “Agreement”) for use of the Heal and Thrive website (“Website”). This Website is not directed to persons under eighteen (18) years of age. The Website is owned by Heal and Thrive (hereinafter referred to as “Heal and Thrive”). This Agreement applies to all of the products, services and websites offered by Website and Heal and Thrive, the mobile versions thereof, any Website software that you have embedded on a web site or are about to embed (“Widgets”), and any applications (“Apps”) created by Heal and Thrive whether available through a social networking site or its subsidiaries or affiliated companies (collectively, “Service”). Please note that the availability of any Apps on a social networking site does not indicate any relationship or affiliation between Heal and Thrive and such social networking site. The information presented on this Website is in no way intended as medical advice or as a substitute for medical treatment. This information should only be used in conjunction with the guidance and care of your physician. Consult your physician before beginning any diet, nutrition, or fitness plan offered through the Website. Your physician should allow for proper follow-up visits and individualize your diet, nutrition, or fitness plan as appropriate. Nothing stated or presented on the Website is intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health care provider if you have any questions regarding a medical condition, your diet, nutritional supplements, an exercise regimen, or any other matter related to your health and well-being. If you do not agree to be bound by this Agreement, please do not use or access this Website. Heal and Thrive reserves the right to refuse or cancel your account. We also reserve the right to cancel your membership should you violate any provision of this Agreement, or any other posted policy on the Website. The contents of this Website, including the videos, text, graphics, images, and information obtained from Heal and Thrive’s third-party content providers, sponsors, suppliers, and licensors (collectively “Providers”), and any other materials are to be used for informational purposes only.


You must be 13 years or older to use this Website and by providing information about yourself to Heal and Thrive, you are representing that you are eighteen years (13) of age or older. If you are younger than thirteen (13) years of age and would like to become a registered member of or provide information about yourself to the Heal and Thrive Website, you are required to have your parent or legal guardian contact Heal and Thrive prior to use.


Please review our Privacy Policy found here, which also governs your visit to the Website, to understand our privacy practices.


When you visit the Website or send emails to us, you are communicating with us electronically. You consent to receive communications (including legal notices) from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Finally, Heal and Thrive may deliver communications to you by any means set forth in any other Heal and Thrive policy or notice published on the Website.


Heal and Thrive grants you a limited license to access and make personal use of the Website and you may not download (other than page caching) or modify it, or any portion of it, without the express written consent of Heal and Thrive. This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Website or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The Website or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of Heal and Thrive. You may not frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Heal and Thrive without our express written consent. You may not use any metatags or any other hidden text utilizing Heal and Thrive’s name or trademarks without the express written consent of Heal and Thrive. Any unauthorized use terminates the permission or license granted by Heal and Thrive. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of the Website so long as the link does not portray Heal and Thrive, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Heal and Thrive logo or other proprietary graphic or trademark as part of the link without express written permission.


If you use the Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Heal and Thrive and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. Memberships are non-transferable. You agree to (a) maintain all computer and phone equipment necessary for your access to and use of the Website; (b) maintain the security of your user identification, password, Personal Information (as defined in our Website Privacy Policy), and any other confidential information relating to your Heal and Thrive account; (c) take responsibility for all charges resulting from use of your Heal and Thrive account, including unauthorized use prior to your notifying Heal and Thrive of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting us to change your password; and (d) update your Personal Information (as defined in our Website Privacy Policy), including email address, as appropriate. If you are given a promotional code you may only use it once. After the promotion terminates, you will be required to subscribe to the Website. Heal and Thrive reserves the right to terminate any account that is using or trying to use more than one promotion. If a membership is terminated due to a violation of this Agreement, Heal and Thrive will not reimburse Subscriber for the remainder of paid month. Nor will reimbursements be made for memberships cancellations prior to monthly renewal date. Subscriptions are complimentary. Subscribers may cancel their subscription at any time.


You may contact us by email (provide your first and last name and user name; we will not open your email if it contains an attachment).


Users of the Website (individually and collectively, “User”) expressly agree that use of the Website is at User’s sole risk. Neither Heal and Thrive, nor its employees or Providers, warrant that the Website will be uninterrupted or error-free; nor do they warrant or make any representation regarding the use of the information provided on the Website or the results that may be obtained from the use of the information provided on the Website, or as to the accuracy, reliability, or currency of any information, content, service, or merchandise provided through the Website. Heal and Thrive does not endorse, recommend, or sponsor and is not affiliated with any individuals or entities listed or linked to on the Website unless that fact is expressly stated. The listing of any individual or entity does not constitute a medical referral of any kind. Users are advised to exercise their own further informed review, judgment, and evaluation in the selection of any and all medical professionals and health information. The website is provided by Heal and Thrive on an “as is” and “as available” basis. Heal and Thrive makes no representations or warranties of any kind, express or implied, as to the operation of the website or the information, content, materials, products or individuals included or listed on the website. To the fullest extent permissible by applicable law, Heal and Thrive disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Under no circumstances shall Heal and Thrive or providers be liable to you or any third-party for any indirect, consequential, incidental, special or punitive damages, including, but not limited to, lost profits and business interruption, whether in contract or in tort, including negligence, arising in any way from any product or service sold or provided on the website or the use of the information or the results of the use of the information provided on the website, even if Heal and Thrive is expressly advised of the possibility of such damages. In no event shall Heal and Thrive’s liability exceed the price you paid for a product or service that is the subject of the claim. No oral advice or written information given by Heal and Thrive, providers or the like, shall create a warranty; nor shall user rely on any such information or advice. Under no circumstances shall Heal and Thrive or any other party involved in creating, producing, or distributing the Website be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the Website, including but not limited to the results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to the Website’s records, programs, or services. User acknowledges that this paragraph shall apply to all content, merchandise, and services available through the Website. In those States that do not allow the exclusion or limitation of liability for consequential or incidental damages, liability is limited to the fullest extent permitted by law.


The Website contains information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material (collectively “Content”). Regarding the Content supplied by Users or parties other than Heal and Thrive, Heal and Thrive is a distributor and not a publisher. Heal and Thrive has no more editorial control over such third-party or User Content than does a public library or newsstand. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties and not by Heal and Thrive are those of the respective authors or distributors and not of Heal and Thrive. Neither Heal and Thrive nor any third party, including any Provider, or any User of the Website, guarantees the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In many instances, the Content available through the Website represents the opinions and judgments of the respective Provider or User not under contract with Heal and Thrive. Heal and Thrive neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized Heal and Thrive employees. Under no circumstances shall Heal and Thrive be liable for any loss, damage or harm caused by a User’s reliance on information obtained through the Website. It is the responsibility of a User to evaluate the information, opinion, advice or other Content available through the Website.


User agrees to use the Website only for lawful purposes. User is prohibited from posting on or transmitting through the Website any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation. If Heal and Thrive is notified of allegedly infringing, defamatory, damaging, illegal, or offensive content provided by User, Heal and Thrive may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content from the Website. Heal and Thrive may disclose any content or electronic communication of any kind: (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Website; or (iii) to protect the rights or property of Heal and Thrive, its Users or Providers. Heal and Thrive reserves the right to prohibit conduct, communication, or content that it deems in its sole discretion to be harmful to individual Users, the Website, or any rights of Heal and Thrive or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither Heal and Thrive nor its Providers can ensure prompt removal of questionable content after online posting. Accordingly, neither Heal and Thrive, nor Providers shall assume liability for any action or inaction with respect to conduct, communication, or content on the Website.


The Website may reference or link to third-party sites throughout the World Wide Web. Heal and Thrive has no control over these third-party sites or the content within them. Heal and Thrive cannot and does not guarantee, represent or warrant that the content contained in these third-party sites is accurate, legal, or inoffensive. Heal and Thrive does not endorse the content of any third-party site, nor do we warrant that they will not contain viruses or otherwise impact your computer. Heal and Thrive does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties. If you choose to link to or use a third-party website, you should carefully review such third party’s privacy statement and other terms and conditions of use. By using the Website to search for or link to another third-party site, you agree and understand that you may not make any claim against Heal and Thrive for any damages or losses, whatsoever, resulting from your use of the Website to obtain search results or to link to another site.


Copyright © Heal and Thrive 2016. All materials and contents contained in the Website (including but not limited to the text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software), and the Website itself, are copyrighted materials belonging exclusively to Heal and Thrive or its content suppliers and are protected by United States and international copyright law. Heal and Thrive enforces its copyright interests to the fullest extent permitted under the law, and shall seek civil and criminal remedies where appropriate, including the remedies provided for under sections 501 et seq. of Title 17 of the U.S. Code. All rights are reserved.


Heal and Thrive and the related logos and other marks indicated on our Website are the exclusive property and trademarks of Heal and Thrive. Heal and Thrive reserves all rights, including all rights applicable under the U.S. and international trademark laws, including, without limitation Section 1125 of Title 15 of the U.S. Code (Lanham Act Sec. 43). All other trademarks not owned by Heal and Thrive that appear on this Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Heal and Thrive.


You agree to defend, indemnify, and hold Heal and Thrive and Providers harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.


The Website is created and controlled by Heal and Thrive in the State of {state name} As such, the laws of the State of {statename} will govern these disclaimers, terms and conditions, without giving effect to any principles of conflicts of laws. Heal and Thrive reserves the right to make changes to its Website and these disclaimers, terms and conditions at any time. User hereby irrevocably and unconditionally consents to submit to the jurisdiction of the State of {statename} for any litigation arising out of or relating to use of or purchase made through the Website (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Texas courts and agrees not to plead or claim in any Texas court that such litigation brought therein has been brought in an inconvenient forum.


You acknowledge, consent and agree that Heal and Thrive may access, preserve and disclose your account information and Content if required to do so by law or in a good-faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process nationally or internationally; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service. Under no other circumstances will Heal and Thrive intentionally disclose your account information to any third party.


In any action against us arising from the use of this Website, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees. Heal and Thrive reserves the right to make changes to the Website, these policies, and these Terms and Conditions of Use at any time, effective immediately upon the posting on this Website. Please check these Terms and Conditions of Use periodically. In addition, these Terms and Conditions of Use may be modified only by our posting of changes to these Terms and Conditions of Use on this Website, or by signed, written agreement of both parties. Each time you access this Website, you will be deemed to have accepted any such changes. If any of these terms and conditions shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining terms and conditions. These Terms and Conditions of Use are the entire Agreement between you and us relating to the subject matter herein. We may assign our rights and obligations under these Terms and Conditions of Use. These Terms and Conditions of Use will inure to the benefit of our successors, assigns, and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms and Conditions of Use, or to exercise any right under the Terms and Conditions of Use, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.


The Bio-well Training, which consists of several days of instruction taught by Tiffany Barsotti or one of Tiffany Barsotti’s designated teachers or volunteers (collectively, the “Teachers”). By participating in the Training you agree to the following terms and conditions:

I. Nature of the Bio-well Training

A. The information presented during the Bio-well Training, including ideas, suggestions, techniques, trainings, exercises, initiations, processes, activities, energetic activations, empowerments, downloads, instructions, and other materials (collectively the “Materials”), is educational in nature and is provided only as general information and shall not be construed as suggestions or advice on how to medically or psychologically treat clients. You understand the Training is experiential in nature and focuses solely on operation of the Bio-Well machine and is not to be considered as guidance on how to treat for any physical, emotional, or mental disorder.

B. You agree to consult with your health care providers for any specific medical, emotional, or psychological problems or issues in advance of the Bio-well Training. Further you agree to take full responsibility for your self-care during the Bio-Well Training and after.

C. Any stories or testimonials presented before or during the Bio-Well Training do not constitute a warranty, guarantee, or prediction regarding your experience during or after the Training. Further, you understand that the Tiffany Barsotti or Heal and Thrive makes no warranty,
guarantee, or prediction that you will experience any particular state of awareness or consciousness during or after the Bio-well Training, nor does it make any representation that you will experience any particular outcome from this training.

D. Due to the fact that the Bio-well Training includes some group processes in which you may voluntarily reveal personal information, you understand that you waive your rights of privacy and confidentiality. You acknowledge and agree that anything and everything discussed with
Tiffany Barsotti, or one of the other Teachers, or any Bio-well Training participant is merely a perspective for you to consider. You further understand that your participation in the Training is not intended to create nor does it establish a client-practitioner relationship or any other type of
therapeutic or professional relationship between you and Tiffany Barsotti, other attendees, or the Teachers.

II. Waiver of Liability

A. You represent that you are competent and able to understand the nature and consequences of participating in the Training, and that you are an adult under the laws of the State of your residence.

B. You understand that your participation in the Bio-well Training is strictly voluntary, at your own risk, and that you freely choose to participate. Since the Bio-well Training is experiential and the extent of the Bio-well Training risks and benefits are not fully known, you agree to assume and accept full and complete responsibility for any unknown risks associated with your participation in the Bio-well Training, including any physical injury, psychological or emotional effects, death, loss, or property damage.

C. You agree to release the Heal and Thrive, Tiffany Barsotti, the Teachers, employees, volunteers, and any independent contractors from any liability resulting from your participation in the Biowell Training. Specifically, you and your heirs agree to fully release, indemnify, hold harmless
and defend Heal and Thrive, Tiffany Barsotti, the Teachers, employees, volunteers, and any independent contractors, from any and all claims or liability, and for any damage or injury, including but not limited to, financial, personal, emotional, psychological, medical, or otherwise, which you may incur arising at any time as a result of your voluntary decision to participate in the Bio-well Training.

D. In the event of an accident, injury or sickness, you give permission to Heal and Thrive, Tiffany Barsotti, the Teachers, employees, volunteers, and any independent contractors to seek medical attention and/or authorize emergency medical treatment if necessary. The training team will first attempt to communicate with your authorized emergency contact before seeking medical treatment for you, unless it is not feasible or practical. Heal and Thrive, Tiffany Barsotti, the Teachers, employees, volunteers, and any independent contractors will not be held liable for any
accident, injury, sickness, death, loss, or property damage that might arise out of or in connection with such authorized emergency medical treatment. You further agree to hold harmless Heal and Thrive, Tiffany Barsotti, the Teachers, employees, volunteers, and any independent contractors from any damages or costs, including Court and attorney’s fees, which may be incurred due to your participation in the Bio-well Training.

E. Any and all matters in dispute between the parties to this Agreement, whether arising from or relating to the Agreement itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to the Agreement, including, without limitation, fraud, misrepresentation,
negligence or any other alleged tort or violation of the contract, shall be governed by, construed, and enforced in accordance with the laws of State of California, without regard to conflicts of law doctrines and regardless of the legal theory upon which such matter is asserted. If any
portion of this Agreement is held to be invalid, it is agreed that the balance of the Agreement shall continue in full force and affect. This Agreement shall be binding upon you and your heirs, family, legal representative, successors, and assigns.

F. This Agreement constitutes the entire and final agreement between the parties and supersedes any prior oral or written agreements, discussions or understandings. This Agreement may not be modified in any respect except in writing describing the modification and signed by both parties. By selecting the option that you agree to these terms, you acknowledge that you have carefully and completely read and fully understand all aspects of this Agreement and you agree to all of the terms and conditions stated herein.


You hereby agree that by registering to take a course offered by Tiffany Barsotti, Heal and Thrive, Tiffany Barsotti’s designated teachers or volunteers (collectively, the “Teachers”), and by using the training materials, you (“Attendee”) agree to be bound by all of the terms and conditions set forth herein (“this Agreement”), which may be updated from time to time without notice to you. Your attendance and use of the training material (“materials”) is subject to your acceptance of this Agreement, and when you access, browse or use the materials, you accept, without limitation or qualification, the terms of this Agreement as if you had signed it. Teachers and Attendees are each a “Party” to this Agreement and are collectively “the Parties” hereto. The Parties agree as follows:

1. Program. The Teachers have developed and owns, or has licensed, certain data, content, methods, media assets and
training curriculum, and related technology and information that the Teachers make available to Attendees in the form of materials.

2. Permitted Use of the Program and Materials. Any materials posted online that Attendee copies, prints or downloads are
licensed to Attendee by the Teachers for Attendees personal, non-commercial use only. Attendees shall not change or delete any copyright, trademark or other proprietary notice on such materials. Attendees shall have access to, and use of, the Materials only in accordance with the terms and conditions of this Agreement. Attendee agrees to, and shall, only use the Materials as expressly permitted herein, and shall only allow authorized individuals access to the Program. Nothing in this Agreement shall be construed as expressly or implicitly granting to Attendee any other or further rights not expressly set forth herein. Attendee shall also be responsible for seeing that its employees, agents and contractors, if any, strictly adhere to the terms and conditions of this Agreement, and shall be responsible for any use by any such individuals or entities other than as
expressly permitted herein. Attendee agrees that the Teachers shall not be liable to Attendee or any third party for any modification, suspension or discontinuance of the Materials.

3. Intellectual Property Rights. The Attendee acknowledges that the Teachers, and its licensors, are the sole owner of all
intellectual property rights and proprietary rights, including patents and copyrights, pertaining to the content, design, operation and use of the Bio-Well and Materials, and any and all future modifications, derivatives, enhancements or improvements to or of the Materials. Attendee will not reproduce, duplicate, copy, sell, resell or exploit, or attempt to do any of the foregoing, for any purpose whatsoever except as expressly permitted in writing by the Teachers. All rights in and to the Materials, the courses and content made available to the Attendee by the Teachers, if not expressly granted, are reserved. Attendee further acknowledges that this Agreement does not confer any rights upon Attendee to use the Materials in any manner other than as expressly authorized by this Agreement or otherwise authorized in writing, in advance, by the Teachers. Attendee further agrees that, during the term of this Agreement and following the termination or expiration of this Agreement, Attendee shall not attempt to assert or acquire ownership of any proprietary rights or intellectual property rights including copyrights pertaining to the Bio-well or the Teachers.

4. Term and Termination.

a. This Agreement shall be in effect during the period when Attendee is enrolled in a Bio-well course and shall remain in effect for a period of one (1) year thereafter. Any teacher shall have the right to terminate this Agreement immediately, upon written notice to the Attendee, in the event that Attendee fails to timely pay compensation to the Teachers in accordance with this Agreement, or otherwise commits a material breach of this Agreement, or if any Teacher in its sole discretion believes that Attendee has used the Materials in a manner that violates or is
inconsistent with the purpose and intent of this Agreement. If Attendee wishes to terminate this Agreement sooner than as set forth above, Attendee may make such a request to Tiffany Barsotti in writing, and Tiffany, in her sole discretion, will determine whether to grant the requested earlier termination.

b. Upon termination of this Agreement, the Teachers may immediately terminate Attendees’ access to the Materials and the Bio-well training, and any content, data or information pertaining to the training, and all rights granted to Attendee, shall immediately terminate. The following shall survive termination of this Agreement: (1) any fulfilled obligations of Attendee, including payment of compensation to the Teachers as provided herein; and (2) the provisions in paragraphs 6 and 8 of this Agreement regarding indemnification and confidentiality.

5. Compensation. Attendee shall pay the Teachers compensation for access to, and use of, the Bio-well training and the Materials
as set forth in the registration application. Attendee shall pay the Teachers all compensation due in accordance with the terms of
the registration application.

6. Indemnification. Attendee shall indemnify, defend and hold harmless the Teachers and its members, officers, directors,
employees, representatives and agents from and against any and all damages, claims, losses, expenses, costs, obligations
and liabilities, including, without limitation, attorneys’ fees and costs, arising from or related to this Agreement and Materials.

7. Notices. All notices, requests, demands and other communications given with respect to this Agreement shall be in
writing and shall be deemed to have been given when personally delivered or when mailed by Certified Mail, Return Receipt
Requested, postage prepaid, or delivered by an overnight courier service that provides proof of delivery, to the other Party at its
principal place of business or such other address as is provided in writing.

8. Confidentiality.

a. Confidential Information. End User shall not disclose to any third party any Confidential Information either during
the term of this Agreement or at any time thereafter. “Confidential Information” shall mean all training information related to this Agreement including but not limited to the following: (a) the training and the Materials, and all content, data and information related thereto; (b)
Teachers’ business or technical information, including, without limitation, information relating to Bio-well software, documentation, source codes, object codes, and/or modifications to the foregoing; (c) Bio-wells’ designs, business opportunities, personnel, research, development,
and know-how; (d) any information designated by Bio-well as “confidential” or “proprietary” or which, under the circumstances, Attendee should reasonably have understood to be confidential, proprietary or trade secret information of Bio-well. ”Confidential Information” does not
include information that (a) is in the public domain or is generally publicly known through no improper action or
inaction by the Attendee; (b) was rightfully in Attendees’ possession or known by Attendee prior to training from the
Teachers; (c) is rightfully disclosed without restriction to Attendee by a third party; or (d) is independently developed
by the Attendee, or for Attendee by third parties, without use of Bio-well’s Confidential Information.

b. If Confidential Information is required to be disclosed by Attendee pursuant to law, regulation, judicial order or other
legal process, Attendee may disclose such Confidential Information as legally required provided Attendee promptly
gives Bio-well and the Teachers advance written notice and an opportunity to seek confidential treatment thereof and/or
obtain a protective order therefore, and the Attendee cooperates fully with the Teachers to protect the disclosure
of any Confidential Information.


10. Relationship of the Parties. Nothing in this Agreement shall be construed to make either party an agent, joint venturer or partner
of or with the other party, and neither party shall have the right or authority to legally bind the other in any manner.

11. Entire Agreement; modification. This Agreement contains the entire agreement of the parties with respect to the subject matter
hereof, and supersedes all prior and contemporaneous proposals, discussions, agreements, understandings and
communications, whether written or verbal. This Agreement may not be altered, modified or waived in whole or in part, except in a
writing, signed by the Parties.

12. Choice of Law; jurisdiction. This Agreement and any and all disputes between the Parties arising from it shall be governed by
the laws of the State of California, without regard to its conflict of laws rules and principles. The Parties agree that the exclusive
jurisdiction for any litigation involving any dispute arising out of this Agreement shall be in the Circuit Court, or the District Court,
for San Diego County, California. The parties expressly agree to subject themselves to the venue and personal jurisdiction of
such court, and to accept service of process by certified mail. The parties further agree to waive all rights to a jury trial, or
certification of a class action, in connection with any such lawsuit.

13. Severability. Should any provision of this Agreement be held invalid or unenforceable, the Parties will attempt to replace the
provision with another that reflects the original intentions of the Parties and which is mutually agreeable and enforceable. In any
event, such invalidity, or unenforceability shall not affect the validity of the remaining provisions of the Agreement.

14. Non-Waiver. The failure of a Party at any time to enforce any provision of this Agreement, or to require performance of any
provision, shall in no way be construed to be a waiver of any such provision, nor in any way to effect the validity of this
Agreement, nor to effect that Party’s right thereafter to enforce each and every provision of this Agreement.

15. Paragraph Headings. The paragraph headings in this Agreement are for convenience of reference only and shall not
be considered in any interpretation of this Agreement.