7. Platform Exclusivity

In the event that Client works with any Coach outside the Platform, Coach will pay Diat 1) a fee equal to the Coach’s fees for services during the first year of service with the Client outside of the Platform or 2) $2,000 USD.

8. Disintermediation Policy and Fees.

a.The parties acknowledge that Diat uses substantial labor and effort to connect the Client with Diat’s Coaches. Except as provided in Section 7 above, both the Clients and the Coaches represent and warrant that they will not circumvent or attempt to circumvent Diat or this Agreement, or in any way procure services from a Coach outside of the Platform, without Diat’s prior written consent. Upon payment of the aforementioned fees described in Section 7, Diat shall provide written consent for the Coach to provide services to Client outside of the Platform. This section shall not apply to a Coach who has a demonstrable history of providing services to User, prior to the Effective Date of this Agreement.

b. . At Diat’s discretion, any Coaches engaging Clients such as to cause a violation of Section 8.a. above may have substantial restrictions placed on their account, which may meaningfully limit or prohibit their usage of the Platform and the provision of services to Diat’s Clients.

9. Third Party Content.

There may be content from third parties on the Platform, such as blog posts written by other users or links to other platforms. Because we cannot control that content, we are not responsible for that content or for the platforms that content may link to.

a. Access To Third Party Content. By using the Platform, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Platform is consent for Diat to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content

b.No Responsibility For Third Party Content. As part of the Service, Diat may provide you with convenient links to third party platform(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Platform subscribers. We have no control over third party platforms or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Diat. We are not responsible for any Third Party Content accessed through our Platform. If you decide to leave the Platform and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.

c. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by Diat’sTerms of Use.

10. Copyright Infringement and DMCA Policy.

If you believe that material located on or linked to by Diat violates your copyright, please notify Diat in accordance with our Digital Millennium Copyright Act Policy.

a.Termination of Repeat Infringer Accounts. Diat respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Platform if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Diat or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

b.DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Platform infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to Diat’s designated copyright agent at 1111 Lincoln Road, Suite 500, Miami Beach, Florida, 33139.

c.Response To DMCA Take-Down Notices. If Diat takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Diat. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as ChillingEffects.org.

d.Counter-Notices. If you believe that your User-Generated Content that has been removed from the Platform is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the Platform, you may send a properly formatted counter-notice to Diat’s copyright agent using the contact information set forth above.

e. Response to DMCA Counter-Notices. If a counter-notice is received by Diat’s copyright agent, Diat may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Platform in 10 to 14 business days after receipt of the counter-notice.

11. Intellectual Property Notice

Diat retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

a. No Transfer. Diat retains ownership of all intellectual property rights of any kind related to the Platform, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Platform may be the trademarks of other third parties. This Agreement does not transfer from us to you any Diat or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

b. Specifically, Diat, Diatapp.com, and all other trademarks that appear, are displayed, or are used on the Platform are registered, in the process of being registered, or common law trademarks or service marks of Diat. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Diat, except as an integral part of any authorized copy of the Content.

12. Email and SMS Communications.

We use email, SMS and other electronic means to stay in touch with our users.

a.Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from Diat in an electronic form via the email address and/or phone number you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Diat provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.

b. Legal Notice To Diat Must Be In Writing. Communications made through email, SMS or the Platform’s private messaging system will not constitute legal notice to Diat or any of our officers, employees, agents or representatives in any situation where notice to Diat is required by contract or any law or regulation.

13. Termination

As further defined herein and subject to the Addendum, you may cancel this Agreement and close your account at any time.

a.You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Diat. If you wish to delete your User account data, please contact Diat at info@Diatapp.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

b. Diat May Terminate This Agreement. Diat may terminate your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately.

c. Relationships Between Coaches And Client Survive Termination. Termination of your relationship with Diat does not affect your relationship with any consultant or client you have retained through the Platform. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the Diat relationship.

d. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Payment and Transactions.

a. Payment Process. As further defined herein (and in the Addendum) payment will be processed as specified and agreed upon by the Client and the Coach. When a Client books a Program with a Coach, the term and price of the Program is agreed upon between the Client and the Coach. The Client must then pay the agreed-upon amount to the Coach via the Platform to begin the Program. The Client may submit disputes over payment to info@Diatapp.com provided that he or she adheres to the other conditions set forth in Section 14 (Client-Coach Dispute Resolution Procedures).

b.Responsibility for Payment. The Client is responsible for all fees, including taxes, service, and processing fees, associated with your use of the Platform. By using the Platform and booking a Program, the Client agrees to pay the Coach through the Platform the amount set forth for the selected Program or any other undisputed invoice, and the associated service and processing fees, unless the Client disputes the invoice by sending an email to info@Diatapp.com and adhering to the other conditions set forth in Section 15 (Client-Coach Dispute Resolution Procedures). The Client is responsible for providing Diat with a valid means of payment. The Coach is responsible for including a valid account to which the Client payment will be transferred (minus payment processing and other platform fees).

c.Diat’s Responsibility. Diat agrees to present the Client with a full ticket detailing of each charge in advance of charging the Client’s credit card or PayPal account. Diat agrees to pay the applicable Coach the amount received, less service or processing fees, if any.

d.Payment Authorization. By agreeing to these terms and those contained in the Addendum, the Client is giving Diat permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that the Client authorized Diat to bill, as well as any payments owed. Depending on the Program or Membership Subscription, Diat may charge the Client on a one-time or recurring basis. The Client authorizes Diat to charge you the full amount owed to any Coach via the Platform, as well as any applicable service, processing and platform fees. For the avoidance of doubt, in the event that in a particular instance a Client only uses the Platform to pay for services or subscriptions other than those which are the subject of a Program, by placing your credit card or PayPal account on file with Diat or our third party payment processor, the Client acknowledges and agrees that the payment terms set forth in this Section 14 shall apply.

15. Client-Coach Dispute Resolution Procedures.

In the event that a Client has a good faith belief that the nature or quality of the services rendered by a Coach in connection with the relevant Program are not consistent with industry standards or the provisions of the related Program or these Terms of Use, or the amounts invoiced for the services provided by such Coach are not consistent with such Program (such matter, a “Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):

a. Within 24 hours of the date of the related invoice (such period, the “Client Dispute Notice Period”), the Client shall provide written notice to Diat setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a “Services-Related Dispute Notice”). The Client’’s failure to submit a Services-Related Dispute Notice within the Client’s Dispute Notice Period shall constitute such Client’s permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Client’s on-file credit card, PayPal account, or other approved methods of payment in accordance with Section 14.d. of these Terms of Use.

b.In the event that the Client does submit a Services-Related Dispute Notice within the Client Dispute Notice Period, and such request contains the information set forth in clause 15.a. above, Diat will attempt in good faith to work with the Client and the Coach for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Client, Coach and, if relevant, Diat will take the agreed upon steps to execute the agreed-upon resolution.

c.In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, Diat shall make a determination in its sole and absolute discretion (the “Diat Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Client and Coach, as to whether the nature and quality of the services rendered in connection with the Program which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Program and these Terms of Use. Should Diat decide the Services-Related Disputed Matter in favor of the Coach, the Client shall be obligated to make payment of the Withheld Payment Amounts to such Coach within the seven (7) calendar day period after the date on which such Client is notified in writing of the Diat Services-Related Disputed Matter Decision (the “Diat Services-Related Disputed Matter Decision Notice”). In the event that the Client fails to make timely payment, Diat will remit the Withheld Payment Amounts to the Coach who will assign his or her rights to reimbursement for such amounts to Diat which may, in its sole discretion, process payment pursuant to Section 14.d and/or elect to pursue its rights and remedies against the Client.

d. Should Diat decide the Services-Related Disputed Matter in favor of the Client, the Client shall no longer be obligated to make payment of the Withheld Payment Amounts to the Coach and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to Diat. In such event, the Coach shall (i) be deemed to have waived his or her rights to seek such amounts from the Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against Diat which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing Diat with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Coach does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts

e. In the event that the Coach and Client have both timely availed themselves of the rights set forth in Section 14 and Section 15, the procedures set forth in Section 15 shall take precedent over the proceedings set forth in Section 14 and the Coachagrees to permanently waive his or her right to pursue his or her rights set forth in Section 13 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter. The procedures set forth in this Section 15 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.

16. Disclaimer of Warranties.

We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

a. Diat provides the Platform “as is,” without warranty of any kind. Without limiting the foregoing, Diat expressly disclaims all warranties, whether express, implied or statutory, regarding the Platform including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

b.Specifically, Diat makes no representation or warranty that the information we provide or that is provided through the Platform is accurate, reliable or correct; that the Platform will meet your requirements; that the Platform will be available at any particular time or location, that the Platform will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Platform is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Platform. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

17. Limitation of Liability.

We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.

a. To the extent permitted by applicable law, in no event will Diat be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Platform; (iii) the Platform generally or the software or systems that make the Platform available; or (iv) any other interactions with Diat or any other User of the Platform, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Diat has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Diat will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you

18. Third Party Beneficiaries.

Coaches are intended third-party beneficiaries of this section of the Terms of Use. Any legal information provided on the Platform is for informational purposes only. Diat and any creator of User-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will Diat or a Coach be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Platform or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Diat or contributors of User-Generated Content are advised of the possibility of such damages. Neither Diat nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.

19. Release and Indemnification.

a.You agree to indemnify and hold harmless Diat from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Platform, including but not limited to your violation of this Agreement.

b.If you have a dispute with one or more Users, you release Diat from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

20. Modification of Terms of Use.

Diat may amend this Agreement from time to time, and at Diat's sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Platform at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

21. Dispute Resolution and Arbitration Agreement

a.Diat is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Diat in the United States (to the extent not in conflict with Section 21).

b.Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Diat each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Diat’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

c.Agreement to Arbitrate. You and Diat mutually agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement or interpretation thereof, or to the use of the Diat Platform (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Diat agree that the arbitrator will decide that issue.

d.Exceptions to Arbitration Agreement. You and Diat each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

e. Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Diat agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

f.Modification of AAA Rules - Attorney’s Fees and Costs. You and Diat each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.

g.Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

h.Jury Trial Waiver. You and Diat acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

i. No Class Actions or Representative Proceedings. You and Diat acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Diat both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

j.Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

Changes. Notwithstanding the provisions (“Modification of these Terms”), if Diat changes this Section (“Dispute Resolution and Arbitration Agreement'') after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Diat’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Diat in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement'' section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms of Use).

22. Miscellaneous.

This Agreement is controlled by New York law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including any other policies, disclaimers or guidelines, are the complete agreement between us, and no other terms apply.

a.Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Diat and any access to or use of the Platform or the Service are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. You and Diat agree to submit to the exclusive jurisdiction and venue of the courts located in the City of Manhattan, New York, except as provided below in this Agreement.

b.Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Diat to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

c. Limitation of Terms of Action. You agree that any cause of action related to or arising out of your relationship with Diat must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

d.Non-Assignability. Diat may assign or delegate these Terms of Use and/or any other policies, guidelines, or terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or any other policies, guidelines or terms without Diat’s prior written consent, and any unauthorized assignment and delegation by you is void.

e.Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

f. Complete Agreement. These Terms of Use and the Addendum, together with any other policies, guidelines or terms, at diatapp.com, represent the complete and exclusive statement of the agreement between you and Diat. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Diat relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized Diat executive, or by the posting by Diat of a revised version.

Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Platform.

You acknowledge that you have read these Terms of Use and the Addendum, understand the Terms of Use and Addendum, and will be bound by these terms and conditions.