Ambassador agreement

Client Contract

This DR Mineralise Ltd CLIENT CONTRACT (the "Agreement") constitutes a legally binding agreement between DR Mineralise Limited a Company registered in England and Wales reg number 12285267 t/a Essence for Life ("DR Mineralise Ltd") "Essence for Life" and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION WITH DR Mineralise Ltd t/a Essence for Life, YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY CHANGES TO THIS AGREEMENT OR ADDITIONAL POLICIES INCORPORATED BY REFERENCE WHICH DR Mineralise Ltd MAY MAKE IN ITS SOLE DISCRETION IN THE FUTURE, FOR AS LONG AS YOU USE THE DR Mineralise Ltd SERVICES. Subject to the terms and conditions of this Agreement, DR Mineralise Ltd hereby grants to You a non-exclusive, revocable, right and license, without right to sublicense, to use DR Mineralise Ltd's proprietary online platform, including without limitation the website located at https://www.drmineralise.com, any services offered on or through such website, and any servers, computers or networks used to provide such website (the "DR Mineralise Ltd Services") for the purposes set forth in this Agreement. In the event You transfer Your account or ownership of any Product, as defined below, You shall ensure that any purchasers or assignees are bound by the terms of this Agreement. In addition to any other rights or remedies afforded DR Mineralise Ltd under or otherwise in connection with this Agreement, You agree and acknowledge that You have read and agree to comply with the following policies which are hereby incorporated by reference into, and made a part of, this Agreement:

REGISTRATION

You will be required to register for an account in order to use certain DR Mineralise Ltd Services. When You provide information during the registration process, You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy.

If You register for a DR Mineralise Ltd account, You agree to accept responsibility for all activities that occur under Your account or password, if any, and You agree You will not sell, transfer or assign Your subscription or any subscriber rights. You are responsible for maintaining the confidentiality of Your password, if any, and for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the DR Mineralise Ltd Services using Your account information in whole or in part. DR Mineralise Ltd reserves the right to terminate Your account or otherwise deny You access in its sole discretion without notice and without liability.

PROMOTING PRODUCTS

  1. If You promote, market or otherwise advertise ("Promote" or a "Promotion") any product which is registered for sale via DR Mineralise Ltd Services, either by You or by another DR Mineralise Ltd client (each a "Product"), whether via the DR Mineralise Ltd Services or via any other online or offline channel or medium, including for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:
  2. You will abide by DR Mineralise Ltd's Return and Cancellation Policy and You will establish Your Vendor Return Policy as set forth below.
  3. When You Promote a Product, You will use the applicable Vendor's trademarks, logos, trade names or service marks in accordance with such Vendor's trademark guidelines, which will either be supplied by DR Mineralise Ltd or set forth in the Vendor Promotional Messaging Guidelines, if applicable. For purposes of this Agreement, "Vendor" is defined as any person or entity that submits one or more Products for sale via the DR Mineralise Ltd Marketplace.
  4. You will not make any unlicensed or unauthorised use of, or otherwise infringe, violate or misappropriate any patent, copyright, trademark, trade secret, right of privacy, right of publicity or other intellectual property or other proprietary right (collectively "IP Rights") of any entity or individual.
  5. You will not interfere with or manipulate rankings of DR Mineralise Ltd's Marketplace (as defined below in Section 4(d)), tracking of Commissions, or the normal flow of traffic to, through, or from the DR Mineralise Ltd Services.
  6. If You Promote Products or Brands in a high risk industry, You must be in compliance with DR Mineralise Ltd's Additional Terms and Conditions provided to You, which are incorporated into this Agreement by this reference, at all times.
  7. You will not Promote violence, sexually explicit materials, Products from any website, blog, social network, forum or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.
  8. You will not Promote any Products or services to children under the age of sixteen (16).
  9. You will not defame any person.
  10. You will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.
  11. You will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.
  12. You will not register, use or promote any email, social media profile or any digital or other that contains D R Mineralise or any of its other trading styles, trading names or product or brand names. You must at all times and in each communication clearly identify yourself as an Independent Ambassador and not state or suggest you are associated or work directly with or for D R Mineralise.
  13. You will not in any way copy the "look and feel" of any third party website, or otherwise imply that the Promotion is in fact a third party website.
  14. All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with Your country's laws and all English Law laws, regulations, policies and guidelines governing advertising, disclosure and consumer protection.
  15. DR Mineralise Ltd reserves the right but is not obligated to review Your Promotions. You agree that DR Mineralise Ltd, in its sole discretion and at any time, may require changes to Product Promotion and delivery pages, customer support or other items related to the content of Your Promotions.
  16. You will provide valid contact information, including but not limited to a working email address and phone number, where DR Mineralise Ltd can send inquiries and receive a non-automated reply by end of the following business day.
  17. DR Mineralise Ltd does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any information provided by Vendors, nor is it responsible for any bonuses, prizes or other incentives offered by Vendors in the "Vendor Spotlight," as described in this Agreement, or otherwise offered by Vendors via the DR Mineralise Ltd Services. Your use of any information presented by a Vendor is voluntary, and Your reliance is at Your sole risk. You acknowledge and understand that DR Mineralise Ltd does not verify statements, claims, incentives or Promotions made by Vendors in the Vendor Spotlight or otherwise made by Vendors via the DR Mineralise Ltd Services.
  18. You will comply with all applicable laws, rules and regulations.

SELLING PRODUCTS

If You register any Products for sale via the DR Mineralise Ltd Services, You agree, acknowledge, represent and warrant that:

  1. All Products You register for sale via the DR Mineralise Ltd Services must be approved by DR Mineralise Ltd prior to You being able to sell the Products through the DR Mineralise Ltd Services. In certain circumstances, DR Mineralise Ltd may require You to modify your Products prior to being approved or prohibit your Products from being sold via the DR Mineralise Ltd Services, in DR Mineralise Ltd's sole discretion. DR Mineralise Ltd's approval or modification of your Product is not an endorsement of your Product or of any modification, and DR Mineralise Ltd is not liable for any modification.
  2. All Products You register for sale via the DR Mineralise Ltd Services, and the offering and sale thereof via the DR Mineralise Ltd Services, comply with all of Your country's laws, all laws of any country to which your product may be shipped, and all applicable English laws and regulations.
  3. Your Products do not involve downloading software on the computer of a person or entity purchasing a Product (the "Purchaser") unless a purchase is completed or You provide the Purchaser a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and You obtain express consent prior to any such downloads.
  4. Without further conditions or limitations, You authorise DR Mineralise Ltd to list any Product You register for sale via the DR Mineralise Ltd Services in the online, searchable marketplace of Products made available via the DR Mineralise Ltd Services ("the DR Mineralise Ltd Marketplace"); and make it available for sale to Purchasers and/or for the persons and/or entities that Promote the Products made available via the DR Mineralise Ltd Marketplace ("Affiliates") at the price designated by DR Mineralise Ltd ("Retail Price") after taking into consideration Your suggestions regarding such Retail Price, including any applicable sales tax.
  5. You will provide valid email addresses to which Purchasers or DR Mineralise Ltd can send inquiries and receive a reply by end of the following business day. Purchasers and DR Mineralise Ltd must also be able to receive a non-automated response within one business day, when necessary.
  6. You will notify DR Mineralise Ltd of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to a Product within two business days of Your receipt of such complaint. You shall assist DR Mineralise Ltd, at Your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by DR Mineralise Ltd to respond to and/or resolve such complaints.
  7. DR Mineralise Ltd will collect and remit sales taxes for any retail transaction (including but not limited to sales or use tax) where it believes it is legally required to do so. Where DR Mineralise Ltd does not collect and remit state or local transfer taxes on a transaction, You may have the legal obligation to pay such taxes. Such obligation may arise as a result of Your existing or past physical contacts with a state (including but not limited to Your provision of a "drop ship" delivery of the physical Product to a buyer located in a state). You may wish to consult a tax professional to determine if You will have this type of obligation in any particular state. You agree that if such an obligation arises with respect to any particular state, You will be solely responsible for the timely payment of such tax and any interest or penalties.
  8. If You use the Vendor Spotlight platform or the DR Mineralise Ltd Services to communicate with Affiliates about Your Products, You agree that all statements or messages communicated by You via the Vendor Spotlight or DR Mineralise Ltd Services constitute Promotions under this Agreement and are subject to all applicable terms and obligations thereto. Additionally, and without limiting any other restriction contained herein, You will not use the Vendor Spotlight or DR Mineralise Ltd Services to: (i) make any false or deceptive statement or claim regarding Your Product or sales of Your Product; (ii) offer any Promotions or incentives to Affiliates unless You intend to fulfill such Promotions or incentives; (iii) offer any Promotions or incentives to Affiliates unless You affirmatively state that they are offered only by You and not by DR Mineralise Ltd; or (iv) suggest in any way, whether express or implied, that Your Product(s) are endorsed, approved or sponsored by DR Mineralise Ltd in any way. DR Mineralise Ltd reserves the right to suspend Your ability to use the Vendor Spotlight or DR Mineralise Ltd Services at any time.
  9. If and to the extent You use third parties to provide Products or Services, You and such third parties must be in compliance with all terms of this Agreement, and You are responsible for all acts and omissions of such third party.
  10. No account may have more than 100 Joint Venture contracts. Accounts with more than 100 Joint Venture contracts are subject to review and potential corrective actions, as determined in DR Mineralise Ltd's sole discretion. If, in DR Mineralise Ltd's sole discretion, you abuse the joint venture program, including for the purpose of avoiding the payment of negative balances, DR Mineralise Ltd may terminate your account, terminate your access to the joint venture program, or take any other corrective measures it deems appropriate.
  11. You will comply with all applicable laws, rules and regulations.
  12. You will establish an appropriate return, replacement and/or cancellation policy for Your Products ("Vendor Return Policy"). Your Vendor Return Policy must fall within the range of "no refunds" to allowing refunds or replacements up to sixty (60) days after the date of purchase (i.e., a 30-day refund policy or a 45-day refund policy would each be acceptable, if appropriate). If You believe that a Vendor Return Policy longer than sixty (60) days after the date of purchase is appropriate for Your Products, DR Mineralise Ltd will review such a request, and in its sole discretion, may allow an extended Vendor Return Policy. You can only provide such an extended Vendor Return Policy with DR Mineralise Ltd's written consent.You will ensure that the Vendor Return Policy is clearly and conspicuously posted for customers to review prior to purchasing Your Products. DR Mineralise Ltd reserves the right to alter or override Your Vendor Return Policy if You abuse DR Mineralise Ltd's flexible Return and Cancellation Policy, if Your Vendor Return Policy is not appropriate for the Product(s), if the returned or charged back sales (defined in the Accounting Policy) are excessive, or for any other reason DR Mineralise Ltd deems appropriate, in its sole discretion.

AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION

You agree and acknowledge that:

Subject to the terms and conditions of this Agreement and DR Mineralise Ltd's policies and procedures,

  1. DR Mineralise Ltd shall use commercially reasonable efforts to provide the DR Mineralise Ltd Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the DR Mineralise Ltd Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that DR Mineralise Ltd may undertake from time to time; or (iii) causes beyond the reasonable control of DR Mineralise Ltd or that are reasonably unforeseeable by DR Mineralise Ltd, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that DR Mineralise Ltd is not liable for any periodic interruptions in availability of the DR Mineralise Ltd Services and further acknowledge that DR Mineralise Ltd does not guarantee access to the DR Mineralise Ltd Services on a continuous and uninterrupted basis.
  2. DR Mineralise Ltd may decline, delist or halt sales or Promotion of any Product from the DR Mineralise Ltd Marketplace, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the DR Mineralise Ltd Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.
  3. DR Mineralise Ltd, in its sole discretion, may suspend or terminate Your account and Your rights to use the DR Mineralise Ltd Services and DR Mineralise Ltd may retain any or all funds (including future funds that may accrue) in Your DR Mineralise Ltd account, if: (i) DR Mineralise Ltd suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement; (ii) Your account becomes dormant as defined in our Accounting Policy; (iii) or Your account experiences or is reasonably anticipated to experience a negative balance. Upon such termination, You agree to immediately cease all use of the DR Mineralise Ltd Services and DR Mineralise Ltd intellectual property licensed in Section 8(b) of this Agreement. Without limiting the foregoing, DR Mineralise Ltd shall have the right to immediately terminate Your access and use of the DR Mineralise Ltd Services, or any portion thereof, and to seize funds in your account, in the event of any conduct which DR Mineralise Ltd, in its sole discretion, considers to be unacceptable.
  4. Following suspension or termination of an account or retaining of funds pursuant to this Section 5, DR Mineralise Ltd will review Your account in a manner determined by DR Mineralise Ltd in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that DR Mineralise Ltd may retain funds in Your DR Mineralise Ltd account as liquidated damages and/or for the benefit of DR Mineralise Ltd or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to DR Mineralise Ltd.
  5. DR Mineralise Ltd may withhold any portion of the funds in Your DR Mineralise Ltd account if DR Mineralise Ltd, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with DR Mineralise Ltd or any other Person.
  6. EMAIL, TEXT MESSAGES AND TELEMARKETING. If You send, or cause to be sent any emails in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the DR Mineralise Ltd Services, then You agree, acknowledge, represent and warrant that all such Emails shall be in compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM Act") and the Children's Online Privacy Protection Act ("COPPA") (Information on these laws can be found at
  7. You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine, or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
  8. You may not, directly or indirectly, send, initiate or procure the sending of any text message, or use or procure the use of any telemarketing activities, to Promote or sell Products, unless You have received prior written approval from DR Mineralise Ltd. If You receive such approval and You send, or cause to be sent, any text messages or use or procure telemarketing activities in connection with the direct or indirect Promotion or sale of any Product and/or Your use of the DR Mineralise Ltd Services, then You represent and warrant that all such text messages or calls will be in full-compliance with all applicable federal and state laws and regulations that apply to sending electronic messages and using telemarketing activities, including without limitation regulations issued by the FTC, the Federal Communications Commission ("FCC"), the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA") and state laws regarding anti-spam, text messages and Do-Not-Call Registries (Information on these laws can be found at https://www.fcc.gov/sites/default/files/tcpa-rules.pdf, https://www.fcc.gov/consumers/guides/stop-unwanted-robocalls-and-texts, and https://www.ftc.gov/tips-advice/business-center/privacy-and-security/children%27s-privacy).
  9. API REQUIREMENTS. Your use of DR Mineralise Ltd's Application Programming Interface ("API") is subject to the API Terms of Service
  10. DR Mineralise Ltd'S IP RIGHTS. Except as set forth in Section 8(b) below, You may not use DR Mineralise Ltd's name, trademarks, service marks or any other IP Right of DR Mineralise Ltd in any manner whatsoever to suggest association or affiliation with or endorsement by DR Mineralise Ltd without the express prior written consent of DR Mineralise Ltd, which DR Mineralise Ltd may withhold at its sole discretion. Promotional use of images or reproductions of payment checks issued by DR Mineralise Ltd without the express, written consent of DR Mineralise Ltd is prohibited.
  11. Subject to the following terms and conditions, during the term of this Agreement DR Mineralise Ltd grants You a limited, revocable license to use DR Mineralise Ltd's name
  12. as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs
  13. in meta tags or hidden text
  14. as a sub domain or second or third level domain name identifier
  15. to identify Products or (v) in connection with Promotions.
  16. DR Mineralise Ltd may revoke the foregoing license and/or provide restrictions upon Your use of DR Mineralise Ltd's name, including requiring the use of such disclaimers as DR Mineralise Ltd may provide, in connection with Your use of DR Mineralise Ltd's name, at anytime and for any reason in DR Mineralise Ltd's sole discretion.
  17. Failure to comply with any restrictions imposed by DR Mineralise Ltd upon Your use of DR Mineralise Ltd's name or failure by You to immediately cease all use of DR Mineralise Ltd's name if so instructed by DR Mineralise Ltd shall constitute (1) a breach of the limited license set forth in this Section 8(b); and (2) a breach of this Agreement. In such case, DR Mineralise Ltd reserves the right to pursue any and all remedies available to it at law or in equity.
  18. You may not use or display DR Mineralise Ltd's name in any manner to disparage DR Mineralise Ltd or the DR Mineralise Ltd Services.
  19. Notwithstanding the limited revocable license set forth in Section 8(b) above, as between the parties, DR Mineralise Ltd shall be and remain the sole owner of all right, title and interest in and to the DR Mineralise Ltd Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by DR Mineralise Ltd, and You hereby assign to DR Mineralise Ltd all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by DR Mineralise Ltd.

CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS

  1. In connection with this Agreement, DR Mineralise Ltd may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of DR Mineralise Ltd (collectively, "Confidential Information"), including, but not limited to

  2. the identities of other Vendors or Affiliates of DR Mineralise Ltd (collectively, "DR Mineralise Ltd Clients")

  3. physical and data security information
  4. technical data
  5. DR Mineralise Ltd Marketplace statistics and sales data; and/or know-how or business information relating to business processes, methods, or marketing strategies. Except as required to perform Your obligations under and in accordance with the terms of this Agreement

You shall not

  1. disclose the Confidential Information to any Person, or
  2. use the Confidential Information (whether for Your own benefit or the benefit of any other Person), without the express prior written consent of DR Mineralise Ltd. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, DR Mineralise Ltd Clients to subscribe to any other services or promote the sale of any products which compete, either directly or indirectly, with DR Mineralise Ltd or the DR Mineralise Ltd Services, including without limitation the functionality offered by the DR Mineralise Ltd Marketplace. You agree and acknowledge that DR Mineralise Ltd may be required to provide to governmental agencies or other third parties information in its possession regarding You or the business You conduct with DR Mineralise Ltd.

DR Mineralise Ltd does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the DR Mineralise Ltd Privacy Policy, any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to DR Mineralise Ltd, or otherwise in connection with the DR Mineralise Ltd Services (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and DR Mineralise Ltd shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed by You and a duly authorised officer of DR Mineralise Ltd. You hereby grant to DR Mineralise Ltd and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. DR Mineralise Ltd shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to DR Mineralise Ltd with respect to Your Submissions; and (b) Your Submissions and any use thereof by DR Mineralise Ltd will not infringe or violate the rights of any Person. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that DR Mineralise Ltd is under no obligation to respond to or use any Submission You may provide.

EXPORT CONTROL

You acknowledge and agree to comply with all applicable export Laws, including Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other English Laws. You hereby represent and warrant that any Product Promoted, offered and/or provided by You via the DR Mineralise Ltd Services is approved for export from the United Kingdom without additional authorisation or licensing from the U.S. government. Should the export authorisation status of Your Products change, You must immediately notify DR Mineralise Ltd in writing. REQUIRED PERMITS. It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.

REPRESENTATIONS AND WARRANTIES

You represent, acknowledge and warrant that You, Your Products Your Promotions, and/or Your Submissions, as applicable, do not and will not, directly or indirectly:

  1. violate the right of privacy or publicity of any Person
  2. contain any libelous, obscene, indecent or otherwise unlawful material
  3. infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person
  4. (violate any laws, FTC rules, regulations, guidelines, or industry standards; or violate DR Mineralise Ltd's Privacy Policy.

You may not

  1. frame, copy or mirror any content forming part of the DR Mineralise Ltd Services
  2. reverse engineer the DR Mineralise Ltd Services or otherwise attempt to derive its source materials; (iii) access the DR Mineralise Ltd Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the DR Mineralise Ltd Services
  3. interfere with or disrupt the DR Mineralise Ltd Services or any data contained therein
  4. (v) attempt to gain unauthorised access to the DR Mineralise Ltd Services, its related systems or networks; or (vi) use the DR Mineralise Ltd Services for any unlawful purpose or in violation of the rights of any Person.

INDEMNIFICATION

To the fullest extent permitted by Law, You agree that:

In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever ("Claim") in connection with Your use of the DR Mineralise Ltd Services, Your Products, Your Promotions or use of the Vendor Spotlight, You shall defend, indemnify and hold harmless DR Mineralise Ltd, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the "DR Mineralise Ltd Parties"), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) ("Losses") incurred by any DR Mineralise Ltd Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.

Upon receiving notice of a Claim for which DR Mineralise Ltd is entitled to indemnification by You, DR Mineralise Ltd shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that

  1. any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by DR Mineralise Ltd will require DR Mineralise Ltd's prior written consent
  2. (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and
  3. (iii) DR Mineralise Ltd may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at DR Mineralise Ltd's own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to DR Mineralise Ltd's use of such counsel.

In the event that DR Mineralise Ltd incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Products or Promotions, including copyright infringement complaints under the DMCA, DR Mineralise Ltd reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to You by DR Mineralise Ltd up to a maximum of ten thousand pounds (£10,000) per event. In the event that DR Mineralise Ltd incurs any Losses relating to Your violation of DR Mineralise Ltd's Email/Text Message/Telemarketing policy, as set forth in Section 6 above, DR Mineralise Ltd reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to You by DR Mineralise Ltd up to a maximum of twenty thousand pounds (£20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that DR Mineralise Ltd retains all rights to indemnification described herein. You authorise DR Mineralise Ltd to make, and release DR Mineralise Ltd from any liability in connection with, any such deductions.

LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY DR Mineralise Ltd PARTY, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE DR Mineralise Ltd SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE DR Mineralise Ltd SERVICES, (C) UNAuthoriseD ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DR Mineralise Ltd SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE DR Mineralise Ltd SERVICES, WHETHER OR NOT DR Mineralise Ltd IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF DR Mineralise Ltd FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS DUE AND PAYABLE BY DR Mineralise Ltd TO YOU UNDER THIS AGREEMENT FOR THE MONTH IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH DAMAGES ACCRUE. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE DR MINERALISE Ltd SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE DR MINERALISE LTD SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF DR MINERALISE LTD SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

DATA PROCESSING

You agree to comply with all data protection laws and regulations, including the E.U.'s data protection regulation, the General Data Protection Regulation ("GDPR"). You agree not to market to persons subject to GDPR who have not consented to receive marketing communications. Persons subject to GDPR are entitled to demand that you take certain actions with respect to their data, including, without limitation, that you delete it, correct it, or restrict processing of it. If you receive a data request from a person subject to GDPR, or if DR Mineralise Ltd receives any such request with respect to data you are processing, you agree to honour the request within 30 days. You agree to implement appropriate systems and processes to comply with this requirement. If you receive any personal data from DR Mineralise Ltd or process personal data on DR Mineralise Ltd's behalf, you will:

(1) implement appropriate technical and organisational measures to ensure to ensure the security of the data

(2) only process personal data for purposes approved by DR Mineralise Ltd;

(3) cease processing such data upon request from DR Mineralise Ltd;

(4) transfer such data only for purposes authorised by law, with prior notification to DR Mineralise Ltd, and only pursuant to an appropriate sub-processing agreement

(5) indemnify DR Mineralise Ltd for any claim, expense, demand or cost related to your receipt or use of such data; and

(6) upon request, provide DR Mineralise Ltd with information sufficient to demonstrate your compliance with this section, and allow DR Mineralise Ltd to audit your data practices if necessary in DR Mineralise Ltd's sole discretion.

NO GUARANTEE OF VALIDITY

DR Mineralise Ltd does not endorse, approve, or certify any information provided on or through the DR Mineralise Ltd Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the DR Mineralise Ltd Services may or may not be current as of the date of Your access, and DR Mineralise Ltd has no duty to update and maintain such information. Additionally, the information provided on or through the DR Mineralise Ltd Services may be changed periodically without prior notice. All content provided on or through the DR Mineralise Ltd Services is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

NO PROFESSIONAL ADVICE

DR Mineralise Ltd provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the DR Mineralise Ltd Services. You understand that DR Mineralise Ltd employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the DR Mineralise Ltd Services, You are not entering into a relationship with DR Mineralise Ltd or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.

DISCLAIMER

YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE DR MINERAL SERVICES. THE DR Mineralise Ltd SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND DR Mineralise Ltd DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER DR MINERALISE LTD NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE DR MINERALISE LTD SERVICES.

GENERAL TERMS AND CONDITIONS

Governing Law; Dispute Resolution, Attorneys' Fees. You agree that Idaho law will govern this Agreement and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Boise, Idaho. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum. You agree to indemnify DR Mineralise Ltd for all of its reasonable attorneys' fees and costs incurred as a result of any action, suit, proceeding or claim brought by You or DR Mineralise Ltd in which DR Mineralise Ltd is found to be the prevailing party. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT. You and DR Mineralise Ltd agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class action or representative action.

English is Governing Language. This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by DR Mineralise Ltd are for informational purposes only and it is Your obligation to obtain independent legal advice at Your own expense to ensure You understand the terms of this Agreement.

Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties. You are prohibited from making any promise, warranty or representation on behalf of DR Mineralise Ltd or obligating DR Mineralise Ltd in any way. You may not represent to any person that You are the agent of DR Mineralise Ltd, or are authorised to act on its behalf.

Assignment. DR Mineralise Ltd may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of DR Mineralise Ltd. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Severability. If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.

Publicity. You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement

  1. relating to this Agreement
  2. using DR Mineralise Ltd's name or referencing the DR Mineralise Ltd Services; or
  3. suggesting or implying any endorsement by DR Mineralise Ltd of You and/or any Products without the prior written approval of DR Mineralise Ltd, which DR Mineralise Ltd may withhold in its sole discretion. You hereby authorise DR Mineralise Ltd to include your name, business name, and general information about your use of the DR Mineralise Ltd services in DR Mineralise Ltd's marketing and promotional materials.

Entire Agreement; Amendment

This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. DR Mineralise Ltd reserves the right to amend this Agreement at any time. When DR Mineralise Ltd amends this Agreement, DR Mineralise Ltd shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at https://www.drmineralise.com that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the DR Mineralise Ltd Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically https://www.drmineralise.com to inform Yourself of any such changes.

Waiver. The waiver or failure by DR Mineralise Ltd to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of DR Mineralise Ltd set forth in this Agreement are cumulative and are in addition to any rights or remedies DR Mineralise Ltd may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

Equitable Actions. You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to DR Mineralise Ltd which would not be adequately compensated by monetary damages and that DR Mineralise Ltd may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Idaho or any other court of competent jurisdiction anywhere in the world (at DR Mineralise Ltd's sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

Force Majeure. You nor DR Mineralise Ltd shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.

Notices. Any notice, request, approval, authorisation, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from DR Mineralise Ltd if sent via email, as date stamped by DR Mineralise Ltd's systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.

Headings/Interpretation. The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

Survival. Sections 5, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, and 19 shall survive termination of this Agreement.