Terms of Use

Last Updated: October 15, 2016

Welcome and thanks for visiting OfferingTree.com!

Below are the legal terms that you are agreeing to when you use any of the services provided by OfferingTree, SBC.

Please read the below carefully because it contains important information that affects your legal rights and obligations.

Enjoy reading the below and thanks again for visiting OfferingTree.com!

Terms of Use

1. Agreement – By using or accessing any of the internet-based and mobile services or business tools provided by OfferingTree, SBC (“OfferingTree,” “our,” “us,” or “we”) available through https://www.offeringtree.com, including any associated domains (collectively, the “Site”), and any mobile applications (such services, business tools, Site and mobile applications are collectively referred to as the “Services”), you are agreeing to the below terms and conditions (“Terms of Use”). If you do not agree with these Terms of Use, then please do not use the Services.

2. Updates and Changes – OfferingTree may update and change these Terms of Use at any time. The most current version of the Terms of Use is available at: https://www.offeringtree.com/terms_of_use. Continued use of the Services following any update or change indicates that you acknowledge and agree to be bound by the modified Terms of Use. Please periodically review these Terms of Use.

3. Intellectual Property – OfferingTree owns all legal rights in the Services. The Services are licensed to you (i.e., not sold) and are protected by intellectual property laws, which provide for civil and criminal penalties for any unauthorized distribution or reproduction. You agree not to copy, rent, lease, sell, distribute, reverse engineer or create derivative works based on the Services. OfferingTree logos, marks and other distinctive brand features constitute OfferingTree’s trademarks and you are not permitted to use them without OfferingTree’s prior written consent. You may not alter, remove or obscure any notices, including legal, copyright or proprietary notices, as they appear on the Site.

4. Description of Services – OfferingTree is an online and mobile-based platform that connects professionals in various wellness fields including, but not limited to, yoga, fitness, meditation, and coaching (collectively or individually, referred to as “Wellness Professionals”) to any individual (“you”) seeking out offerings in these wellness fields (“Wellness Offerings”). You and the Wellness Professionals are both users of the Services and are referred to collectively throughout these Terms of Use “Users.”
   1. Inherent Risks. All Users understand that OfferingTree does not perform background checks on Users and that you and Wellness Professionals independently contract for Wellness Offerings and therefore assume any risk associated with the Wellness Offerings (e.g., assuming the increased risk of providing / receiving a Wellness Offering held at a private location such as a home; the risk of interacting with someone you don’t know)
   2. HIPAA Warning. All Users understand that the Services are not intended to be compliant with the Health Insurance Portability and Accountability Act (“HIPAA”) and that Covered Entities and Business Associates (as defined by HIPAA and accompanying regulations) are not permitted to use the Services. Users who share any “protected health information” (as defined by HIPAA and accompanying regulations) in violation of these Terms of Use do so entirely at their own risk.
   3. No Monitoring of or Control over Wellness Offerings. Wellness Professionals are solely responsible for all aspects of the Wellness Offerings that they provide to you via OfferingTree. OfferingTree makes no representations or warranties about the Wellness Offerings or the Wellness Professionals, including but not limited to any training, licensing, accreditation, or other information presented as true or accurate by the Wellness Professional. OfferingTree may, but is under no obligation to, check or verify any information provided by a Wellness Professional. You should always use common sense and proceed with caution to protect your own safety (and your property).
   4. Fees for Registration, No Shows, Cancellations or Unexpected Events. Wellness Professionals may charge you fees for registration, failing to attend a Wellness Offering after registering, for cancelling an existing registration or other unexpected events. The Wellness Professional may only charge you such fees if they have posted a policy detailing these fees on their page at the time of your registration. In addition, you understand that by providing payment information at the time of registration, you authorize OfferingTree’s third party payment processors to charge you the cost of the Wellness Offering (including any applicable fees you may incur) and that OfferingTree is not responsible for any errors in payment processing by any third party (e.g., mistaken submission of payment information, erroneous payment information, negligence or improper transmission). OfferingTree has no obligation to issue credits, refunds or mediate payment disputes, however, OfferingTree may choose to do so, in its sole discretion, from time to time.

5. Age Requirement – The Services are not intended for children and you must be at least 13 years of age to access and use the Services. To register for a Paid Account (see below), you must be 18 years of age or older.

6. Registration – You may register on the Site as either a free account (“Free Account”) or a paid account (“Paid Account”). You must provide OfferingTree with an email address and other personal information during the registration process (“Account Data”), which is protected by our Privacy Policy (https://www.offeringtree.com/privacy_policy). OfferingTree holds sole discretion in determining whether to approve your account. Please read the below carefully as it provides additional information about your obligations related to your use of a Free Account or Paid Account:
   1. You agree to maintain the confidentiality of the password associated with your Free Account or Paid Account. You will notify us immediately if you suspect a breach or any unauthorized use of your Free Account or Paid Account by following the instructions at: https://support.offeringtree.com
   2. You are responsible for all activities that happen while logged into your Free Account or Paid Account and you agree not to engage in any of the Prohibited Activities (see below for the definition and further explanation of Prohibited Activities).
   3. You agree to provide and maintain true, accurate, current and complete Account Data.
   4. You are only allowed one Free Account and OfferingTree retains the right, in its sole discretion, to terminate any additional Free Accounts and any Free Accounts that are inactive for more than 120 days.
   5. You agree to immediately pay any and all fees related to your use of a Paid Account upon receipt of an invoice delivered to the email address contained in your Account Data.
   6. If you are entering into these Terms on behalf of a legal entity (e.g., non-profit, corporation, governmental entity), you hereby represent and warrant that you are authorized to enter into this Terms on behalf of such legal entity and thereby bind the entity to these Terms.

OfferingTree reserves the right to suspend, terminate or prohibit any current or future use of your Free Account or Paid Account if you do not follow any of the above obligation or if OfferingTree has reasonable grounds to believe that you will not follow the above obligations.

7. Comments or Suggestions – You are invited to provide comments or suggestions for improving the Services and understand that this information is non-confidential and that OfferingTree may incorporate it into the Services without payment or other obligation to you.

8. OfferingTree Communications – As part of your use of the Services, you agree that we may send you announcements, newsletters, administrative messages, or other relevant information as solely determined by us. For some of these communications, you can choose to opt out.

9. OfferingTree Marketing and Service Development – By registering for either a Free Account or Paid Account, you grant us a nonexclusive, worldwide, assignable, transferable, sublicensable, fully paid-up and royalty-free license to use any content you post, including your name and image, for our marketing and for developing or improving the Services.

10. Copyright Protection Process – if you believe your copyrights are being violated by Users of the Services, then please send us a thorough description of the violation to us at [email protected].

11. Changing Services. We may add, remove, suspend, limit or stop providing any or all portions of the Service at any time. We will notify you at the email address contained in your Account Data at least 30 days in advance if we decide to stop providing the Services.

12. Prohibited Activities – You will not (i) use or launch any automated system, including, “robots” or “spiders,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (iii) attempt to gain unauthorized access to the Services; (iv) access the Services other than through our interface; (v) use the Services to publish, distribute or disseminate any defamatory, infringing, obscene, indecent, threatening or unlawful material or information, (vi) transmit, post or otherwise make available any harmful code, including a virus, a worm, spyware or malware, (vii) use content from the Services without obtaining prior permission from the owner of the content, (viii) alter, remove or obscure any notices, including legal, copyright or proprietary notices, or (ix) use the Services for any purpose or in any manner that is unlawful or prohibited by these Terms of Use.

13. Third Parties – OfferingTree is not liable for any damages or losses incurred as a result of your use of any third-party website, software or service (collectively, “Third-Party Services”) regardless of any link or redirect to such Third-Party Services via the Services. You are solely responsible for reviewing, agreeing to, and complying with any terms of service and privacy policies governing the Third-Party Services, which may or may not contain terms or policies as protective as the terms and policies of OfferingTree. If you do not agree with anything in the terms of service or privacy policies governing any Third-Party Services, then do not use the Third-Party Services. Any reference to Third-Party Services by us via the Services is not an approval or endorsement by OfferingTree of any Third-Party Services. In order to securely process payments, OfferingTree currently uses the following third-party payment processor:
    1. Braintree, a division of PayPal, Inc. (“Braintree”) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells

14. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against OfferingTree and our officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, “Indemnified Parties”) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your use (or the use of your account by anyone else) of the Services; (b) your noncompliance with or breach of these Terms of Use, (c) your use of any Third-Party Services, (d) the unauthorized use of the Services by any other person using your Free Account or Paid Account, (e) any content you provide via the Services, or (f) any products you offer on or through the Site or using the Services. You agree to fully cooperate (at your expense) as requested by an Indemnified Party. An Indemnified Party, if it so elects, may assume the defense and control of any Action. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

15. WE AND OUR LICENSORS, SUPPLIERS AND AGENTS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

16. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OFFERINGTREE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA, GOODWILL, USE, BUSINESS OPPORTUNITIES OR OTHER INTANGIBLE LOSSES (EVEN IF OFFERINGTREE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO: (I) THE COST OF PROCURRING SUBTITUTE GOODS OR SERVICES, (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS, (III) CONDUCT OR STATEMENTS OF ANY THIRD PARTY VIA THE SERVICES, OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. EXCEPT FOR YOUR LIABILITY FOR ANY NON-PAYMENT OF FEES OR INVOICES, YOUR BREACH OF THESE TERMS OF USE, AND YOUR LIABILITY FOR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIFTY DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEM WITH THE SERVICES IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES SHALL OFFERINGTREE (OR ITS AFFILIATES OR LICENSORS) BE LIABLE FOR YOUR USE OF THE SERVICES, YOUR CONTENT, ANY COMMERCIAL PRODUCTS YOU OFFER VIA THE SERVICES OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, OFFERINGTREE WOULD NOT PROVIDE THE SERVICES TO YOU.

17. Class Waiver and Arbitration Agreement – YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND YOU WILL NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Any claim that is not resolved through good faith informal discussions between you and OfferingTree, will be settled in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Any such arbitration hearing will be held in Hennepin County, MN in the English language and subject to the governing law set forth in these Terms. The arbiter has authority to award injunctive relief and any decision will be final and binding. OfferingTree or you may enforce the final decision in any court having jurisdiction.

18. Conflict. In the event of a conflict between these Terms of Use and any other terms posted on the Site, these Terms of Use shall govern. In the event of a conflict between these Terms of Use and any End User License Agreement in any mobile application provided by OfferingTree (the “EULA”), the EULA terms shall govern.

19. Miscellaneous. These Terms of Use are governed by and shall be interpreted under the laws of the State of Minnesota, U.S.A., notwithstanding its conflicts of law principles. All disputes or claims arising out of use of the Site or Services will be resolved in the Federal District Court for the District of Minnesota or in Hennepin County District Court, Minneapolis, Minnesota. Waiver by us of any breach under these Terms of Use will not affect our rights with respect to any subsequent breach of the same, similar, or of a different nature. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. Our failure to exercise or enforce any right or provisions of these Terms of Use will not constitute a waiver of such right or provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. In these Terms of Use, except where context shows otherwise, words in the singular also mean in the plural and the other way round. The provisions of these Terms of Use shall be binding on and inure to the benefit of both your successors and assignees and our successors and assignees. Our Privacy Policy (located at: https://www.offeringtree.com/privacy_policy) and any other guidelines, procedures or policies that OfferingTree may provide are all considered part of these Terms of Use and incorporated in their entirety by this reference. These Terms of Use constitute the entire agreement between you and OfferingTree and govern your use of the Services, superseding any prior agreements (including, but not limited to, any prior versions of these Terms of Use.)