Terms and conditions

Welcome to My Holistic Health Coach. If you continue to browse
and use this website you are agreeing to comply with and be bound by the following
terms and conditions of use, which together with our privacy policy govern My
Holistic Health Coach’s relationship with you in relation to this website.

The term ” My Holistic Health Coach” or “us” or “we” refers
to the owner of the website whose registered office is 411 West Pleasant Street,
Pleasantville, Iowa 50225. The term “you” refers to the user or viewer of our
website.

The use of this website is subject to the following terms of
use:

• The content of the pages of this website is for your general
  information and use only. It is subject to change without notice.
• Neither we nor any third parties provide any warranty or
  guarantee as to the accuracy, timeliness, performance, completeness or suitability
  of the information and materials found or offered on this website for any
  particular purpose. You acknowledge that such information and materials may
  contain inaccuracies or errors and we expressly exclude liability for any
  such inaccuracies or errors to the fullest extent permitted by law.
• Your use of any information or materials on this website
  is entirely at your own risk, for which we shall not be liable. It shall be
  your own responsibility to ensure that any products, services or information
  available through this website meet your specific requirements.
• This website contains material which is owned by or licensed
  to us. This material includes, but is not limited to, the design, layout,
  look, appearance and graphics. Reproduction is prohibited other than in accordance
  with the copyright notice, which forms part of these terms and conditions.
• All trademarks reproduced in this website which are not the
  property of, or licensed to, the operator are acknowledged on the website.
• Unauthorised use of this website may give rise to a claim
  for damages and/or be a criminal offence.
• From time to time this website may also include links to
  other websites. These links are provided for your convenience to provide further
  information. They do not signify that we endorse the website(s). We have no
  responsibility for the content of the linked website(s).
• You may not create a link to this website from another website
  or document without [business name]’s prior written consent.
• Your use of this website and any dispute arising out of such
  use of the website is subject to the laws of the United States of America
  and the State of Iowa.

1. Description of Service.

Saving Grace Enterprises (“SGE”) operates the MyHolisticHealthCoach.com
web site (the “Site”) to offer you access to training programs, holistic health
programs, and other diet, lifestyle, and fitness information that has been developed
for you by your holistic health coach. Use of the Site is governed by this agreement
(this “Agreement”) and the terms of service (“TOS”) described herein.

2.ACCEPTANCE OF TERMS OF SERVICE

To gain access to the holistic health programs and other information
developed for you by your personal holistic health coach, you must complete
the customer registration process and agree to the following Terms of Service
(TOS). You must indicate your consent to be bound by this Agreement and the
TOS described herein by clicking the “I AGREE” button relating to this Agreement.

3. CUSTOMER REGISTRATION REQUIREMENTS

To open an account, you will need to select a user-name and
a password and you will also need to complete a profile (which will contain
certain personally identifiable information) by providing MyHolisticHealthCoach
with true, accurate, current and complete information as prompted by the Site’s
online registration form.

If you provide any information that is untrue, inaccurate, not
current or incomplete, or MyHolisticHealthCoach has reasonable grounds to suspect
that such information is untrue, inaccurate, not current or incomplete, MyHolisticHealthCoach
has the right to suspend or terminate your account and refuse any and all current
or future use of the Site (or any portion thereof). All information that you
provide to us will be subject to the terms of our Privacy
Policy.

You may not share your user-name or password with others. MyHolisticHealthCoach
may refuse to permit you to use any user-name or password that MyHolisticHealthCoach,
at its sole discretion, deems offensive.

4. SECURITY

You will be solely responsible for maintaining the confidentiality
of your password, which you will never have to reveal to any representative
or agent of MyHolisticHealthCoach. You agree to (a) immediately notify MyHolisticHealthCoach
of any known or suspected unauthorized use(s) of your account or password or
of any known or suspected breach of security, including loss, theft, or unauthorized
disclosure of your password and (b) ensure that you exit from your account at
the end of each session. MyHolisticHealthCoach cannot and will not be liable
for any loss or damage arising from your failure to comply with this Section
4.

5. RESPONSIBILITY FOR ACCOUNT ACTIVITY.

You are solely responsible for all usage or activity on your
account or password, including use of your account or password by any third
party. Any fraudulent, abusive, or otherwise illegal activity may be grounds
for termination of your account, at MyHolisticHealthCoach’s sole discretion.

6. FEES AND PAYMENTS/LIMITED ACCESS TO THE SITE.

MyHolisticHealthCoach does not currently impose fees for access
to the public portions of the Site. However, your holistic health coach may
charge fees for granting you access to your holistic health club (members only
area). All such access fees, if any, will be imposed by and be payable directly
by you to YourHolisticHealthCoach.

If from time to time, you license, purchase or access certain
products and services from or through the Site (other than access to the private
members coaching area at MyHolisticHealthClub), you will be charged additional
fees as and when you make such purchases. Such fees will be clearly posted,
and no fee will be charged to you unless you have agreed in advance to pay the
fee for your specific purchase.

7. CHANGES TO TOS.

MyHolisticHealthCoach may change, add or delete any one or more
of the TOS by providing notice to you as set forth in Section 22 of this Agreement
or by posting such changes on the Site. If any future changes are unacceptable
to you, you may cancel your account by sending an e-mail to MyHolisticHealthCoach.
Such cancellation will become effective upon the expiration of the period for
which you have paid your membership subscription. Your failure to cancel your
account following the posting of notice of any changes will indicate your acceptance
of the TOS as changed.

8. CHANGES TO SERVICE

MyHolisticHealthCoach may change, modify, add, suspend or discontinue,
temporarily or permanently, any aspect of the Site at any time, including the
availability of any feature, database, or content, with or without notice to
you. MyHolisticHealthCoach may also impose limits on certain features and services
or restrict your access to part or all of the Site without notice to you. You
agree that MyHolisticHealthCoach shall not be liable to you or to any third
party for any such change, modification, addition, suspension, discontinuance,
limitation or restriction.

9. PERMITTED USES AND RESTRICTIONS ON USE OF CONTENT/COPYRIGHT

Whenever used in this Agreement, the term “Content” shall mean
any and all articles, databases, software, books, magazines, photographs, images,
graphics, illustrations, audio, video, and any other content that is offered
to you by or through the Site.

Content available through the Site originates from MyHolisticHealthCoach
and a variety of third party providers, including your personal holistic health
coach (each, a “HHC”). MyHolisticHealthCoach and each HHC is either the owner
or an authorized licensee of such Content and each HHC has licensed MyHolisticHealthCoach
to make its Content available to you through the Site. In order to protect and
preserve MyHolisticHealthCoach’s and the HHCs copyrights and other intellectual
property rights in their respective Content, you agree to the following with
respect to any specific item of Content that you license or that is otherwise
made available to you through the Site:

a. You will abide by all copyright notices and copyright directives
relating to or provided with the Content.

b. You will not, directly or indirectly, reproduce, copy, transmit,
distribute, display, publish or print any Content in any form or medium or (ii)
sell, loan or license any Content.

c. You will not, in whole or in part, modify, adapt, transform,
translate or create any derivative work based on the Content in a manner that
would infringe any person’s copyright or other proprietary rights therein.

d. You will not remove any copyright notice from the Content.

10. DISCLAIMER OF WARRANTIES.

a. YOUR USE OF THE SITE AND ANY AND ALL INFORMATION CONTAINED
THEREIN OR AVAILABLE, DIRECTLY OR INDIRECTLY, THEREFROM, IS AT YOUR SOLE RISK.
THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MYHOLISTICHEALTHCOACH
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. MYHOLISTICHEALTHCOACH MAKES NO WARRANTY THAT (i) THE SITE
WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, (iii) ANY PERSON WILL ACHIEVE A DESIRED RESULT OR RESULTS FROM
THE USE OF ANY INFORMATION AVAILABLE ON OR THROUGH THE SITE, (iv) THE QUALITY
OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED
BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (V) THE ADVICE, INSTRUCTIONS
OR OTHER INFORMATION GIVEN TO YOU BY YOUR PERSONAL TRAINER WILL BE SAFE, USEFUL
OR APPROPRIATE.

c. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FORM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM MYHOLISTICHEALTHCOACH OR THROUGH OR FROM THE SITE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TOS.

11. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MYHOLISTICHEALTHCOACH
SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MYHOLISTICHEALTHCOACH
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE
USE OR THE INABILITY TO USE THE SITE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION
OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY
ON THE SITE; (iv) PHYSICAL OR EMOTIONAL INJURY OR DISTRESS OR (iv) ANY OTHER
MATTER RELATING TO THE SITE AND/OR THE USE OF INFORMATION CONTAINED THEREIN
OR AVAILABLE THEREFROM AT ANY TIME. IN ADDITION, THE AGGREGATE AMOUNT OF MYHOLISTICHEALTHCOACH’S
LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT
OF ANY FEES OR CHARGES PAID BY YOU TO MYHOLISTICHEALTHCOACH UNDER THIS AGREEMENT
OR THROUGH THE SITE, IF ANY.

12.EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 10 AND 11 MAY
NOT APPLY TO YOU.

13. WAIVER, RELEASE OF LIABILITY AND COVENANT NOT-TO-SUE

In consideration of your being permitted to use the Site, diet,
fitness, and holistic health information (as defined below), you, on your own
behalf and on behalf of your spouse, heirs, trustees, legal representatives,
executors and assigns, hereby agree to release MyHolisticHealthCoach and its
past, present and/or future shareholders, members, managers, partners, trustees,
officers, directors, employees, consultants, agents, affiliates, administrators,
attorneys, successors and assigns (and their respective past, present and/or
future shareholders, members, managers, partners, trustees, officers, directors,
employees, consultants, agents, affiliates, administrators, attorneys, successors
and assigns) (each, a “Released Party”) from any and all liability for injury,
death, damage, cost, expense and other loss suffered or incurred by you as a
direct or indirect result of your use of any training, athletic, health, wellness,
exercise, fitness or similar information (collectively, “holistic health Information”)
that is, directly or indirectly, available from or through the personal coaching
area at myholistichealthclub or any other portion of the Site at any time.

In further consideration of your being permitted to use the
Site and the holistic health Information, you hereby agree that you will not,
at any time hereafter, commence, maintain, prosecute, participate in as a party,
or permit to be filed by any other person on your behalf, any action or proceeding
of any kind, judicial or administrative, in any court or agency against any
Released Party with respect to any act, omission, statement, information, transaction
or occurrence that relates, directly or indirectly, to your use of the Site
or the Fitness Information at any time.

You understand and acknowledge that (i) all holistic health
information that may be provided to you will be provided by your personal holistic
health coach, (ii) such holistic health coach has not relied upon, nor will
such holistic health coach rely upon, any Released Party in determining the
type, content or frequency of the holistic health information that may be provided
to you and (iii) no Released Party has reviewed or passed upon (nor will any
Released Party review or pass upon) the holistic health program designed for
you (or other holistic health Information that may be provided to you) by your
holistic health coach.

Your acknowledge and agree that your are aware that activities
associated with use of the holistic health information may range from vigorous
cardiovascular activity (e.g., aerobics, bicycles, steppers, treadmills, elliptical
trainers) to the strenuous exertion of strength training (e.g., free weights,
weight machines). You acknowledge and agree that you understand that these and
other physical activities involve certain inherent risks, including but not
limited to, death, serious neck and spinal injuries, resulting in complete or
partial paralysis, heart attacks, and injury to the bones, joints or muscles.
Your use of the holistic health information is voluntary and with full knowledge
of such inherent participatory dangers and you hereby agree to assume any and
all inherent risks of property damage, personal injury, and death.

You understand and agree that you should consult with your personal
physician (i) before utilizing any of the holistic health information and (ii)
during the course of your use of the holistic health information if you have
any concerns or questions about the impact of such use on your medical condition.
You acknowledge and agree that you are not relying, and will at no time rely,
on any Released Party to provide you with medical advice of any kind (including
advice pertaining to your use of the holistic health information), or to advise
you of the medical risks associated with your use of the holistic health information.
You acknowledge and agree that no Released Party will be liable for any information
or advice given to you related to your use of the holistic health information
and that you will not sue any Released Party based on such information or advice.

You agree that you will not use any item of equipment described
or referred to in the holistic health information unless instructed in the proper
use of such equipment by your holistic health coach or other trained professional.

You acknowledge and agree that the release, waiver and covenant
not-to-sue contained herein is intended to be as broad and inclusive as permitted
by the laws of Iowa and agree that if any portion is held invalid, the remainder
of this release, waiver and covenant not-to-sue will continue in full legal
force and effect.

You acknowledge and agree that you have read this release, waiver
and covenant not-to-sue and fully understand that by agreeing to this Agreement,
you are giving up legal rights and/or remedies that may be otherwise be available
to you.

14. LINKS

The Site from time to time may contain links to and from various
third party sites on the World Wide Web. You acknowledge that such third party
sites are completely independent of the Site and that MyHolisticHealthCoach
has no responsibility or liability, directly or indirectly, for any damage or
loss caused or alleged to be caused by or in connection with use of or reliance
on any content, goods or services available on or through any such site. If
you have any questions or concerns about such third party sites, you should
contact the site administrator or web-master of the third-party site.

15. COMMUNICATIONS BETWEEN MyHolisticHealthCoach AND CUSTOMERS

MyHolisticHealthCoach reserves the right to provide you with
information about products and services from MyHolisticHealthCoach. MyHolisticHealthCoach
also reserves the right to send electronic mail to you for the purpose of informing
you of changes or additions to the Site.

16. DISCLOSURE OF USAGE AND DEMOGRAPHIC INFORMATION MyHolisticHealthCoach
reserves the right to disclose certain information about you. For more information,
please read the Privacy
Statement.

17. FORUMS AND DISCUSSIONS

From time to time, the Site may conduct or facilitate electronic
chat rooms, bulletin boards, news groups, forums and discussions on subjects
of interest to its coaching clients (collectively, “Forums”). In addition to
any terms or conditions of participation that may be posted with respect to
any specific Forum, the following terms and conditions shall apply with respect
to any Forum in which you choose to participate and with respect to any content
of whatever nature (”Materials”) that you upload to, publish or otherwise distribute
or transmit (collectively “transmit”) in, on or through a Forum or otherwise
through the Site.

With respect to any Material that you transmit in, on or through
a Forum or otherwise through the Site, you hereby grant to MyHolisticHealthCoach
a perpetual, royalty-free, irrevocable, non-exclusive and fully sub-licensable
right and license to reproduce, modify, adapt, publish translate, create derivative
works from, distribute, perform and display such Material (in whole or part)
worldwide and/or to incorporate it in other works in any form, media, or technology
now known or later developed.

You agree not to use Forums or the Site to:

You are solely responsible for the content of any Material that
you transmit in, on or through the Forums or otherwise through the Site. MyHolisticHealthCoach
does not and cannot review every item of Material transmitted by you. However,
while MyHolisticHealthCoach is not responsible for the content of your Material,
MyHolisticHealthCoach reserves the right to delete, move, or edit Material that
MyHolisticHealthCoach, in its sole discretion, deems abusive, defamatory, obscene,
in violation of copyright or trademark laws, or otherwise unacceptable. MyHolisticHealthCoach
also reserves the right to delete, move or edit Material as MyHolisticHealthCoach,
in its sole discretion, deems necessary or appropriate, including for the formatting
purposes of the particular Forum. You hereby waive any so-called “moral rights”
that you may have with respect to any deletions or edits that MyHolisticHealthCoach
may make to your Materials. MyHolisticHealthCoach may terminate your ability
to access and make use of any Forum or the Site generally at any time upon determining
that your Material is abusive, defamatory, absence, in violation of copyright
or trademark laws or is otherwise unacceptable. You agree that you must evaluate,
and bear all risks associated with, the use of any Material, including any reliance
on the accuracy, completeness, or usefulness of such Material.

18. COMPLIANCE WITH LAW/U.S. AND INTERNATIONAL

In view of the global nature of the World Wide Web, you agree
to comply with all local laws, rules and regulations, including those governing
your use of Content and on-line conduct. Specifically, but without limitation,
you shall comply with all applicable laws, rules and regulations regarding the
transmission of technical data and software exported from the United States
or the country in which you reside.

19. REPRESENTATIONS AND WARRANTIES/INDEMNITY

You represent, warrant and covenant that no Materials of any
kind submitted through your account will (a) violate or infringe upon the rights
of any third party (including copyright, trademark, privacy or other personal
or proprietary rights) or (b) contain libelous, defamatory or otherwise unlawful
material.

You hereby agree to indemnify, defend and hold harmless MyHolisticHealthCoach,
its subsidiaries, affiliates, employees, agents, co-branders and other partners
(collectively, the “Indemnified Parties”) from and against any and all liability,
damage, cost and expense (including reasonable attorneys’ fees) incurred by
the Indemnified Parties (or any of them) in connection with any claim arising
out of or relating to (i) your use of the Site or any holistic health information,
(ii) a breach by you of any of your representations, warranties or covenants
in this Section 19 or elsewhere in this Agreement, (iii) your connection to
the Site or (iv) any violation of the TOS by you or any user of your account.
You agree to fully cooperate in the defense of any such claim.

20. TERMINATION BY YOU

You may terminate your account at any time by sending an e-mail
to MyHolisticHealthCoach. Upon termination, you will receive an automated confirmation
via e-mail that the request was received. MyHolisticHealthCoach will not be
required to refund any portion of the membership fees paid by you YourHolisticHealthCoach
for periods after the effective date of the termination.

21.TERMINATION BY MyHolisticHealthCoach

You agree that MyHolisticHealthCoach, in its sole discretion,
may terminate your password, your account and/or your use of the Site, and remove
and discard any Material within the Site, at any time and for any reason, including,
without limitation, for lack of use of the Site or if MyHolisticHealthCoach
believes that you have violated or acted inconsistently with the letter or spirit
of the TOS. MyHolisticHealthCoach may also, in its sole discretion and at any
time, discontinue providing the Site, or any part thereof, with or without notice.
You agree that any termination of your access to the Site under any provision
of the TOS may be effected without prior notice, and acknowledge and agree that
MyHolisticHealthCoach may immediately deactivate or delete your account and
all related information and files in your account and/or bar any further access
to such files or the Site. Further, you agree that MyHolisticHealthCoach shall
not be liable to you or any third-party for any termination of your access to
the Site. MyHolisticHealthCoach will not be required to refund any portion of
the membership fees paid by you to your holistic health coach for periods after
the effective date of the termination.

22. NOTICES TO YOU

Notices may be sent to you by e-mail, first class mail or overnight
courier. MyHolisticHealthCoach may also provide notices of changes to the TOS
or other matters by displaying such notices, or providing links to such notices,
on the Site.

23. NO WAIVER/SEVERABILITY.

MyHolisticHealthCoach’s failure to exercise or enforce any right,
provision, or remedy hereunder shall not constitute a waiver of such right,
provision or remedy. If any provision of this Agreement is found by a court
of competent jurisdiction to be invalid, the parties agree that the court should
try to give effect to the parties’ intention as reflected in the provision,
and the other provisions of this Agreement shall remain in full force and effect.

24. ENTIRE AGREEMENT

This Agreement and the TOS stated herein constitute the entire
agreement between you and MyHolisticHealthCoach with respect to your use of
the Site and of the products and services that you obtain through the Site.
This Agreement merges and/or supersedes any other agreements and understandings
between you and MyHolisticHealthCoach, including any prior versions of the TOS.

25. ENFORCEMENT COSTS

If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default or misrepresentation
in connection with any provision of this Agreement, the successful or prevailing
party or parties shall be entitled to recover reasonable attorneys’ fees, sales
and use taxes, court costs and all expenses even if not taxable as court costs
(including, without limitation, all such fees, taxes, costs and expenses incident
to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred
in that action or proceeding, in addition to any other relief to which such
party or parties may be entitled. Attorneys’ fees shall include, without limitation,
paralegal fees, investigative fees, administrative costs, sales and use taxes
and all other charges billed by the attorney to the prevailing party.

26. CHOICE OF LAW/STATUTE OF LIMITATIONS

This Agreement has been made in and shall be construed and enforced
in accordance with the laws of the State of Iowa. Any action to enforce this
Agreement shall be brought in the federal or state courts located in the State
of Iowa. 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 Site or the
TOS must be filed within one (1) year after such claim or cause of action arose
or be forever barred.