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Terms of Service

Last Updated: December 25, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and VUGA Media Group LLC ("Company," "we," "us," or "our"), governing your access to and use of the WellnessPrizm platform, including our website, mobile applications, and related services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Cookie Policy. If you do not agree to these Terms, you must not access or use the Platform.

2. Description of Services

WellnessPrizm is an AI-powered wellness marketplace platform that provides:

2.1 For Practitioners

• Business management tools (scheduling, client management, payments)
• Multi-vendor marketplace for selling services, digital products, and physical goods
• Marketing and analytics tools
• AI-powered business insights and recommendations
• Access to certification and training programs
• Community and networking features

2.2 For Consumers

• Discovery and booking of wellness practitioners and services
• Personalized wellness recommendations powered by AI
• Integration with wearable devices for health data
• Wellness tracking and progress monitoring
• Purchase of wellness products and digital content
• Community features and group challenges

2.3 For Organizations

• Corporate wellness program management
• Employee wellness portals and benefits administration
• Aggregate wellness analytics and reporting

3. Eligibility

To use WellnessPrizm, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Platform under applicable laws
• Provide accurate and complete registration information

If you are using the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

4. Account Registration and Security

4.1 Account Creation

To access certain features, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password confidential and secure
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities under your account

4.2 Account Types

• Consumer Account: For individuals seeking wellness services and products
• Practitioner Account: For wellness professionals offering services
• Corporate Account: For organizations managing employee wellness programs

4.3 Account Suspension or Termination

We reserve the right to suspend or terminate your account at our discretion if you:

• Violate these Terms or any applicable policies
• Engage in fraudulent, illegal, or harmful conduct
• Provide false or misleading information
• Fail to pay applicable fees
• Harass or harm other users

5. Practitioner Terms

5.1 Practitioner Responsibilities

If you register as a Practitioner, you agree to:

• Provide accurate information about your qualifications, certifications, and licenses
• Maintain all required professional licenses and certifications in good standing
• Provide services in a professional, ethical, and lawful manner
• Comply with all applicable laws, regulations, and professional standards
• Maintain appropriate professional liability insurance
• Protect client confidentiality and comply with HIPAA (if applicable)
• Respond to client communications and booking requests promptly
• Honor confirmed bookings and adhere to cancellation policies

5.2 Credential Verification

We may verify your credentials, certifications, and licenses. You authorize us to conduct background checks and contact credentialing bodies. Falsification of credentials may result in immediate termination and potential legal action.

5.3 Independent Contractor Status

Practitioners are independent contractors, not employees, agents, or partners of VUGA Media Group LLC. You are solely responsible for:

• Your own taxes, including self-employment taxes
• Your own insurance and benefits
• Compliance with labor and employment laws
• The quality and nature of services you provide

5.4 Content and Listings

You are responsible for all content you post, including service descriptions, pricing, photos, and product listings. Content must be accurate, not misleading, and comply with our content guidelines.

6. Consumer Terms

6.1 Booking and Appointments

• Bookings are agreements between you and the Practitioner
• Review and understand Practitioner cancellation policies before booking
• Provide accurate health information in intake forms
• Arrive on time for appointments
• Notify Practitioners of cancellations per their policy

6.2 Health Disclaimer

6.3 Assumption of Risk

Participation in wellness activities involves inherent risks. You assume all risks associated with services booked through our Platform, including but not limited to physical injury, emotional distress, or adverse reactions. Consult your physician before beginning any wellness program.

6.4 AI Recommendations

Our AI-powered recommendations are for informational purposes only. They are not medical advice and should not replace professional healthcare consultation. AI recommendations are based on data you provide and may not account for all relevant factors.

7. Payments, Fees, and Refunds

7.1 Practitioner Subscription Fees

Practitioners may subscribe to paid plans with monthly or annual billing. Subscription fees are:

• Non-refundable except as required by law
• Billed in advance on a recurring basis
• Subject to change with 30 days' notice

7.2 Marketplace Transactions

For services and products sold through the marketplace:

• Consumers pay at time of booking or purchase
• We collect a marketplace commission (8-12% depending on subscription tier)
• Payment processing is handled by third-party processors (Stripe, PayPal)
• Practitioners receive payouts according to their payout schedule

7.3 Refunds and Cancellations

• Services: Refunds are governed by individual Practitioner cancellation policies
• Physical Products: Subject to Practitioner return policy; typically 30 days for unused items
• Digital Products: Generally non-refundable once accessed/downloaded
• Subscriptions: Cancel anytime; service continues until end of billing period

7.4 Disputes

For payment disputes between Consumers and Practitioners, we may mediate but are not obligated to resolve disputes. Unresolved disputes may be subject to our dispute resolution process.

8. Marketplace Rules

8.1 Prohibited Items and Services

The following are prohibited on our marketplace:

• Illegal products or services
• Prescription medications or controlled substances
• Medical devices requiring FDA approval (unless properly approved)
• Services that require medical licensure you do not possess
• Fraudulent, counterfeit, or stolen goods
• Offensive, discriminatory, or harmful content
• Services promoting dangerous practices

8.2 Listing Accuracy

All listings must accurately represent the product or service offered. Misleading listings may be removed and may result in account termination.

8.3 Reviews and Ratings

• Reviews must reflect genuine experiences
• Fake, incentivized, or manipulated reviews are prohibited
• We may remove reviews that violate our guidelines
• Practitioners may respond to reviews professionally

9. Intellectual Property

9.1 Our Intellectual Property

The Platform, including its design, features, content, trademarks, and technology, is owned by VUGA Media Group LLC and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our written permission.

9.2 Your Content

You retain ownership of content you post ("User Content"). By posting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, display, reproduce, and distribute your content in connection with the Platform.

9.3 Feedback

Any feedback, suggestions, or ideas you provide become our property, and we may use them without compensation or attribution.

10. Prohibited Conduct

You agree not to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Harass, abuse, or threaten other users
• Post false, misleading, or defamatory content
• Engage in fraudulent or deceptive practices
• Attempt to gain unauthorized access to systems or accounts
• Interfere with the Platform's operation or security
• Scrape, data mine, or use automated tools without permission
• Circumvent fees, commissions, or payment processes
• Use the Platform for spam or unsolicited communications
• Impersonate others or misrepresent your identity
• Violate our Community Guidelines or policies

11. Disclaimers

11.1 Platform Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 Third-Party Services

We do not guarantee the quality, safety, or legality of services provided by Practitioners. We are a marketplace platform, not a provider of wellness services.

11.3 No Medical Advice

NOTHING ON THE PLATFORM CONSTITUTES MEDICAL ADVICE. THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE. ALWAYS SEEK THE ADVICE OF QUALIFIED HEALTHCARE PROVIDERS.

11.4 AI Limitations

Our AI features are provided for informational purposes only. AI recommendations may contain errors and should not be relied upon as professional advice.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE ARE NOT LIABLE FOR DAMAGES ARISING FROM PRACTITIONER SERVICES OR PRODUCTS
• OUR TOTAL LIABILITY IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE PAST 12 MONTHS, OR (B) $100
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY

Some jurisdictions do not allow certain limitations, so some limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless VUGA Media Group LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your User Content
• Your provision of services (for Practitioners)
• Your violation of any third-party rights

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

14.2 Arbitration Agreement

Any dispute arising from these Terms or your use of the Platform shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. Arbitration will be conducted in Miami-Dade County, Florida, or remotely if agreed upon.

14.3 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES INDIVIDUALLY AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS.

14.4 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access. Small claims court actions are also permitted.

15. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by email or through the Platform at least 30 days before they take effect. Your continued use after changes become effective constitutes acceptance. If you disagree with changes, you must stop using the Platform.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and us.

16.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in effect.

16.3 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision.

16.4 Assignment

You may not assign these Terms without our consent. We may assign our rights freely.

16.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

17. Contact Information

For questions about these Terms, please contact us: