Please read these Terms and Conditions carefully. By creating an account or accessing and using the Website, App and/or receiving Services, you acknowledge that you accept and agree to be bound by these Terms.

1. Definitions

2. Licence

3. Account and Subscriptions

4. Access Restrictions

5. Website, App and Content

6. Your Consent

7. Third Parties

8. Billing and Refund

9. Warranties and Limitations of Liability

10. Medical Disclaimer

11. Privacy Policy

12. Claims and Jurisdiction

13. Indemnity

14. Alteration

15. Protection of your Copyrights and Other Provisions

For the purposes of these Terms and Conditions, the following definitions apply:

· The App is defined as the software owned by us, Wispence, designed to run on personal computers or mobile devices, which provide access to the Services;

· Services are defined as all content and services about fitness, exercise, tracking, video training, nutrition, meditation, healthy lifestyle, etc., provided by us through the Website and the App. Services can be provided on a free or paid basis. We solely determine all the means and methods of the Services without prior approval from you, unless otherwise specified in these Terms;

· License is defined as the license granted to you by Wispence to use the Website, App and Services in accordance with these Terms;

· We, us, ourselves, our, etc. refer to Wispence Inc., headquartered and operating at 600 N Broad St Ste 5 #2195 Middletown, DE 19709, USA, the owners of the Website, App, Wispence Trade Mark and providers of Services, as well as to any of our affiliates in accordance with the Applicable Law;

· Party refers to a party to these Terms and includes that party's successors and authorized persons of the parties, and if a party consists of more than one person, then these Terms bind them jointly and each of them severally;

· Subscription is defined as the paid or free trial subscription to the Wispence Services, which entitles you to receive Services during the subscription period;

· Terms are defined as these terms and conditions as amended from time to time;

· Website is defined as all related text, graphic elements, videos and programs that are located at the domain address https://wispence.com/; Website can be used to access the Services;

· You or yours refers to you, the person accessing the Website, App, or using the Services and agreeing to these Terms;

· Account is defined as our collection of data about you, which is necessary for your authentication and access to the Website, App and Services;

· Content is defined as any content of the Website or App, including text, graphics, video and audio materials, images, program code, etc.

· Applicable Law is defined as a set of legal acts governing the relations of the Parties. Unless otherwise expressly implied by the laws of your country of residence, the Applicable Law is the law of the United States.

· Billing and refund terms are outlined in a separate document, an integral part of these Terms, which governs the procedure of payments and refunding, located here
https://wispence.com/pdf/en/billing_and_refund.pdf

· Privacy Policy is outlined in a separate document, an integral part of these Terms, which governs the way we collect, use and disclose your personal data in connection with the Services, located here
https://wispence.com/pdf/en/privacy_policy.pdf

· Our contact email address is support@wispence.com, unless otherwise expressly stated by these Terms.

2.1. According to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable Licence to personally access and use the Website, App and to receive the Services for non-commercial purposes.

2.2. This Licence shall continue until terminated in accordance with these Terms.

2.3. If you wish to use our software, title, trade name, trademark, service mark, logo, domain name and/or any other identification with notable brand features or other content owned by us, you must obtain our written permission. Permission requests may be sent to our contact email address.

3.1. By creating an Account, you agree to provide accurate and truthful details about yourself, аnd we reserve the right to suspend or terminate your Account if we discover you have provided inaccurate, incomplete or misleading personal information.

3.2. Account, username and password, device or program, in which such username and password are stored, is not transferable to any third parties. It is also prohibited to transfer the Account to third parties in any other way.

3.3. You are responsible for taking all reasonable measures to ensure that no unauthorized person shall have access to your account or password. You are required to immediately inform us in the case that your account or password have been hacked, stolen or if there is any other reason you need to deactivate or change your password.

3.4. To provide our Services, we offer a free 7-day trial Subscription, and one (1), three (3) and twelve (12) month Subscription options. Payment for Subscription is governed by these Terms, as well as by our Billing and Refund Terms. We will provide you with the Services for the duration of your Subscription.

3.5. We may offer promotions and special discounts from time to time, which may be subject to these Terms and/or separate terms.

3.6. After your initial trial Subscription, the automatic renewal of your Subscription will be activated.

Your Subscription will automatically renew for the same term of your initial Subscription (or for the term stated before free trial Subscription) unless you opt out of the automatic renewal option in your account settings.

We will notify you if the subscription price increases and, if required, seek your consent to continue.

3.7. You may cancel your Subscription or delete your account in your account settings. However, you will have access to the Services until the end of your Subscription period. We make no refunds in this case, unless otherwise stated by these Terms or agreed to by us directly. After deleting your Account, we delete all your personal data associated with it, and your Account cannot be restored.

3.8. We reserve the right to refuse to withdraw or terminate your Licence, your Subscription, or your Account, if we believe that you have not complied with or have violated these Terms, facilitated illegal activities of a third party in relation to the Website or App, or intend to commit such violations or other violations of Applicable Law.

4.1. By agreeing to these Terms, you warrant that you are at least 18 years old and are fully responsible for the information provided when creating an Account. If you are accessing and using the Website or App and receiving Services on behalf of a person who is not at least 18 years old, then you are representing that you are that person's legal guardian, and you are responsible for that person's compliance with these Terms. You agree to indemnify us for any losses or damage that we suffer as a consequence of the person who is less than 18 years of age failing to comply with these Terms.

4.2. The information within the Website and App does not incite, induce or otherwise promote any sexual behavior or activity among juveniles. All information provided within the App is for general educational purposes only.

4.3. We neither intend to nor publish sexually explicit content or content that otherwise might qualify as harmful to juveniles under Applicable Law. We make reasonable efforts to ensure that all materials we provide on the Website and the App are based on facts and are scientifically accurate.

Please be aware that individual ethical views on what is offensive or harmful to juveniles may vary from the requirements set for Сontent that may be made available to juveniles under Applicable Law.

4.4. Without limitation, the Website and the App are available only sui juris to individuals with whom only legally binding contracts can be formed under Applicable Law.

4.5. We have the right to refuse service to you at any time, at our sole discretion, including the suspension or termination of your Subscription, if we believe that you may or will bring damage to our business reputation or that of our partners, damage to our users, or otherwise will interfere with other parties' rights to have reasonable use of and access to the Website and App or are in any way in breach of these Terms.

4.6. If you are aware of anyone that does not comply with these limitations, please contact us at our contact email address, and we will take steps to delete or terminate that account.

4.7. The software that supports the Website and App, may be subject to U.S. export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You represent and warrant that you are:

(1) not located in any country or region that is subject to a U.S. government embargo, and

(2) are not a denied party as specified in the regulations listed above.

You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

5.1. These Terms and Conditions govern your right to use the Website and the App, as well as to receive the Services provided by us.

5.2. The content of the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like, and the trademarks, service marks, and logos contained therein, are owned by or licensed to us. Therefore such content is subject to copyright and other intellectual property rights in accordance with Applicable Law.

5.3. When downloading any content from the Website or App on your computer or mobile device, you do not receive any ownership rights to such content, and, when downloading any content you agree it will only be used for personal, non-commercial purposes.

You agree that:

(a) you will not reproduce, distribute, publish, republish, print, transfer to third parties, post on any sites or social networks, modify, or otherwise use any content downloaded from the Website or App in any format

(b) when you receive any Services through the Website and App, you will not transfer such Services or their content to third parties, and decompile, reverse engineer, modify or derive content from the Website or App and/or make it available over a network where it could be used by multiple devices (which belong to different persons) at the same time.

(c) use of the Website and App will not violate any Applicable Law, including those governing competition, advertising, consumer protection laws, privacy, obscenity, spamming, stalking, intellectual property, etc.

(d) you will not upload or publish any material containing threats, defamation, insults, hate speech, ill-treatment, indecent behavior, pornography, sexual content or any other that may lead to civil or criminal liability under Applicable Law, or may otherwise contradict these Terms and the Privacy Policy and also help others to do such actions in any format;

5.4. We are not responsible for the consequences of any communications with third parties in public spaces on the Website and in the App. If you feel threatened or think that someone else is in danger, you should immediately contact your local law enforcement.

5.5. You retain all rights to User Content that you post, share, or upload on the Website and in the App.

By providing your User Content, you:

(a) grant us a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, exploit, modify, publicly display, publicly perform, create derivative works from, incorporate it into other works, change, reformat, and distribute your User Content in connection with providing and operating these Terms and/or for the Company’s promotional purposes (for example, by displaying on our website, within the Website and the App, in social media, on any website or platform in the internet as we may deem appropriate, subject to the Privacy Policy);

(b) agree to indemnify in our favor, in favor of our officers and employees, to protect them from any and all claims and expenses, including legal aid, which may arise due to the materials and/or your violation of these Terms;

(c) agree not to upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software.

We reserve the right to review all of your content prior to submission to the Website and App and to remove any material for any reason at any time without notice, at our sole discretion.

5.9. We reserve the right to monitor your access to the Website or App to ensure compliance with these Terms and the requirements of Applicable Law. We may transfer information about illegal behavior to law enforcement agencies, cooperate with law enforcement agencies in order to bring violators of Applicable Law to justice.

We reserve the right (but are not obliged) to remove any content posted on the Website or the App at any time without notice and at our sole discretion if we determine that your content is objectionable or violates these Terms.

6.1. By accepting these Terms, you, among other things, agree:

(a) to provide us with complete and accurate information necessary for the safe provision of the Services;

(b) follow the instructions and recommendations provided through the Website and App and, in particular, adhere to nutrition and exercise programs;

(c) while passing the training program, you agree to act with the utmost responsibility and discretion and carry out all necessary preliminary and follow-up (in particular your health diagnosis) which is essential for the safe passage of the training program. In the event of any negative changes in your health status or medical contraindications to appropriate actions under these Terms, you agree to immediately visit a doctor and stop your training;

(d) during the training program, you will regularly inform us about your physical condition by filling out forms on the Website and in the App.

6.2. You agree that you will not:

(а) bypass or disable any technological features or measures applied on the Website or in the App, aimed at protecting our intellectual property rights;

(b) use the Website or the App to collect data for a competitive product or service;

(c) use your Account to take any action that violates Applicable Law;

6.3. Any violation of terms, stated in this article, gives us the right to cancel your License as well as to delete or block your Account.

7.1. We may employ third parties to assist us in provision of our Services to you including payment processing, App usage, content creation, etc. These third parties may have access to certain personal data required to perform their function. They cannot use your personal data for any other purpose.

7.2. The Website and App may also contain links to websites operated by third parties. We have no liability in connection with your use of any such third party website or any content posted or published on the third party website. We strongly advise you to read any terms and conditions and/or privacy policy of any third party site that you visit.

8.1. The Terms of billing and refunds are governed by these Terms, and the Billing and Refund Terms, which are an integral part of these Terms.

8.2. By purchasing any Services on the Site, you agree:

(a) to pay online using an accepted credit card;

(b) to provide us with complete information as detailed in the purchase order form, including your full legal name, street address, email address, credit card details, and, if necessary, other billing information;

(c) if we discover or believe that any information provided by you is inaccurate or incomplete, we reserve the right to refuse to continue with your purchase, or put on hold or terminate your access to the Website, App or any of the Services at any stage at our sole discretion and you forfeit any right to a refund of any payment made by you for the Purchase;

(d) you agree to pay all costs, fees, charges, applicable taxes and other charges as may be incurred in respect of the Purchase;

(e) all prices and costs are in US Dollars, unless otherwise indicated by us.

8.3. You acknowledge and agree that prices will be indicated on the Website and App, and also may be indicated on third party websites and applications, and may vary depending on the type of Subscription as well as the region in which you are located.

8.4. Your payment is considered completed from the date of transfer of the appropriate funds to our account. We are not responsible for the actions of payment systems and any delays that may occur.

8.5. Please note that the rates and fees of your internet service provider or network operator will be charged in accordance with its fees.

8.6. All requests for a refund are considered in accordance with the Billing and Refund Terms.

9.1. Services and the App are provided “as is”, “as available”, and are provided without any representations or warranties of any kind, express or implied, to the extent required by Applicable Law.

9.2. We, our employees, agents, representatives, suppliers, contractors and partners do not warrant that:

(a) Services, Website and/or App will be available at any specific time or in any region;

(b) any defects or errors will be corrected;

(c) any content or software of the Website or App are free of viruses or other harmful components;

(d) the results of receiving Services, using the Website or App will meet your requirements or expectations;

(e) all the content, provided by us or third parties within the Services, including texts, images, graphics, messages, software etc. will be accurate, reliable or complete.

Applicable Law may not allow limitations on certain warranties, so some of the limitations stated above may not apply to you.

9.3. You agree that you receive the Services, use the Website or the App solely at your own risk and at your sole discretion. All expected results of receiving the Services depend on you and your activities.

9.4. We are not responsible for the termination of the provision of the Services, deletion of the Account, termination or blocking of access to the Website and App and for other actions of a similar nature, if such actions were performed on the basis of these Terms.

9.5. Unless otherwise set by Applicable Law, our liability arising out of or in connection with these Terms, or because of the use or inability to use the Website or App, shall not exceed the amount which you paid for to use the platform or the amount of one hundred US dollars in the case that you did not enter into a financial relationship with us.

10.1. We are not a medical organization and we do not and cannot give or propose to give you any medical advice or assistance of any kind. No information on the Website, in the App, or anything associated with such information, should be taken or understood as medical advice or assistance, nor should it be interpreted in substitution for any medical advice or assistance or used or referred to instead of seeking appropriate medical advice or assistance from qualified practitioners in your specific circumstances.

10.2. You are solely responsible for evaluating and assessing your own health and well being, and for your decision to use our Services. We encourage you to seek appropriate medical advice or assistance before embarking on any use of the Website, App and using our Services.

10.3. We, in any case, are not responsible for any injury to you or random, unjustified losses (including loss of revenue, data, or personal injury, injuries or consequential damages) except in cases where such a limitation or exclusion of liability is not allowed by law.

11.1. Your privacy is important to us. Our Privacy Policy is an integral part of these Terms. Please read our Privacy Policy carefully, insofar as it concerns the collection, use and disclosure of your personal data in connection with using our Services.

12.1. These Terms are governed by Applicable law. In disputes arising from these Terms you agree to the exclusive jurisdiction and venue in the state courts in Los Angeles, California, U.S.A. or federal court for the U.S. District Court Southern District of California.

12.2. Any dispute arising from these Terms, must be brought within one year of the claim or cause of action.

12.3. If, for any reason, a court of competent jurisdiction finds any provision of these Terms or a portion thereof to be unenforceable or not applicable, such provision shall be excluded or limited to the minimum extent so that the remainder of these Terms will continue to operate in full force and effect.

12.4. A printed version of these Terms as amended is acceptable for use in a trial.

12.5. All claims related to these Terms will be dealt with on an individual basis, and the parties will not join together or seek collective recourse to review any claims unless we have agreed to do so.

13.1. You agree to indemnify us to the full extent needed from any and all third party claims, liabilities, costs or expenses including solicitor/client costs on an indemnity basis that we may incur or suffer as a result of your improper or illegal use of the Website, App or from your breach of any of these Terms.

13.2. You are required to exercise due care to conform to Applicable Law, including publication, broadcasting, media controls, advertising standards and social media legal considerations etc.

14.1. You acknowledge that we, at any time, have the right to change, modify, delete or otherwise change the content of the Website and App, modify the volume of Services provided, as well as make changes to these Terms and their integral parts.

14.2. You agree that we may transfer, assign or license our rights to the Website and App, their parts, or any other materials to any third party, which in such case is obliged to fulfill an obligation under any agreement between us and you.

14.3. We may inform you of proposed and implemented changes through the Website, App or in any other acceptable way, and you agree that you have accepted such changes based on your continued use of the Website or App.

15.1. Upon termination of these Terms, all provisions, which, by their nature, are intended to remain in effect, remain in effect, including, without limitation, the provisions of ownership and disclaimers and limitations of liability.

15.2. If you believe that any materials accessible on or from the Website or App, infringe your copyright, you may request removal of those materials (or access to those materials), by contacting us and providing the following information:

(a) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and, if possible, include a copy or the location of an authorized version of the work.

(b) Identification and location of the material on the Website or App, that you believe to be infringing. Please describe the material, and provide us with its URL or any other information that will allow us to locate the material.

(c) Your name, address, telephone number and e-mail address.

(d) A statement that you have a good faith belief that the use of the materials is not authorized by the copyright owner, its agent, or the law.

(e) A statement that the information that you have provided is accurate, and indicates that under penalty of perjury, you are the copyright owner or are authorized to act on the copyright owner’s behalf.

(f) Your signature or its electronic equivalent, as well as a Power of Attorney from the copyright holder, if you are not the copyright holder.

15.3. We make all efforts to protect copyrights, and to maintain a policy of immediate response to identified violations.