1. Definitions. The following terms are used throughout these Terms & Conditions and have specific meanings. You should know what each of the terms means.

• a. The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.
• b. The “Platform” refers to Yadira’s Platform located at https://www.Yadira.co, the Yadira App mobile application, the Yadira Coach App mobile application, all subpages and subdomains, and all content, services, and products available at or through the Platform, including without limitation access to Yadira’s online community; communication tools; document management and storage solutions; and payment services. Yadira does not provide nutrition services or serves as an employment agency. We provide a venue for our Members to meet and exchange information with our Coaches.
• c. “Yadira,” “We,” and “Us” refer to Diat Inc., as well as our affiliates, directors, subsidiaries, officers, and employees.
• d. “The Member,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Platform and/or the Service. A Member may be a Client, a Coach, both, or neither.
• e. “Coaches” refer to nutrition experts who may communicate with and provide nutrition services to Clients or fellow Coaches via the Service. Coaches are not the employees or agents of Yadira. Please see Section 6 of this Agreement for more information about Coaches.
• f. “Coach Handbook” means a handbook created by Yadira for the Coaches, which is sent by Yadira to the Coaches after they have been approved by Yadira to use the Platform.
• g. “Clients” refer to 1) Members who register to the Platform; and 2) Members who contract a program for nutrition services and/or nutrition related features through the Platform. Yadira may offer different programs (“Programs”) for such services and may also establish terms of the relationship between the Coach and the Client in accordance with the terms and conditions set forth in the Coach Handbook. Please see the Coach Handbook for more information.
• h. “Content” refers to content featured or displayed through the Platform, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Platform. Content includes, without limitation, Member-Generated Content, which may be submitted by any Member (Client or Coach).

2. About Yadira.

• a. Yadira is a platform for collaboration and communication between nutrition professionals and those seeking nutrition guidance. The Platform provides access to Yadira’s virtual community of Coaches; easy collaboration through Yadira’s communication management tools; document management and storage; and simple, secure payment.
• b. Yadira Is Not a Nutrition Services Company. Yadira does not offer nutrition services. Yadira does not offer any medical advice, medical opinions, recommendations, referrals, or counseling. The recommendations of our Coaches must be consulted with the Member’s primary care doctor. Yadira is not involved in agreements between Members or in the representation of Members. At no point may Yadira be held liable for the actions or omissions of any Coach performing coaching services.
• c. Yadira Is Not a Professional Referral Service or Employment Agency. Yadira may suggest, but does not select or endorse, any individual Coach to service a Client. While Yadira uses commercially reasonable efforts to confirm that Coaches are licensed professionals, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Coach. Yadira does not warrant or guarantee that Coaches are covered by professional liability insurance. Yadira encourages Clients to research any Coach before accepting recommendations and to consult with a doctor before implementing them.
• d. “The Member,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Platform and/or the Service. A Member may be a Client, a Coach, both, or neither.
• e. Yadira Does Not Guarantee Results. From time to time, Clients may submit reviews of Coaches; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future legal matter. Yadira will have no responsibility or liability of any kind for any Member-Generated Content or nutrition advice you encounter on or through the Platform, and any use or reliance on Member-Generated Content or nutrition advice is solely at your own risk.
• f. Use of Yadira Does Not Create A Doctor-Patient Relationship With Yadira. Yadira does not offer nutritional advice or services. Any use of the Platform is not intended to, and does not, create a doctor-patient relationship. Any communication via the Platform may not be held confidential. Yadira is not liable for the actions or omissions of any Coach performing nutrition coaching services for you.

3. Client Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.

• a. Client Account Security. If you sign up to the Platform, you will create a personalized account which includes a unique Membername and a password to access the Platform and to receive messages from Yadira. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Yadira immediately of any unauthorized use of the account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.
• b. Relationship with Coaches. Because we cannot guarantee the fitness of any of our Coaches for your specific needs, we encourage Clients to research any Coach before accepting nutrition recommendations. .
• c. No Reliance on Member-Generated Content. Member-Generated Content posted on the Platform, such as blog posts, is provided for informational purposes only, with no assurance that the Member-Generated Content is true, correct, or accurate. Member-Generated Content is not a substitute for professional nutrition or medical advice. You should not delay or forego seeking medical advice or disregard professional nutrition advice based on Member-Generated Content. Delay in seeking such medical and/or nutrition advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitations.
• d. “The Member,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Platform and/or the Service. A Member may be a Client, a Coach, both, or neither.

4. Use and Conduct Restrictions. You are allowed to use the Platform as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect Members to follow while using the Platform. We are not responsible for the content our Members post, and we have the right to close accounts if we need to.

• a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that

i. is unlawful or promotes unlawful activity;

ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group;

iii. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

v. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

vi. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;

vii. impersonates any person or entity, including any of our employees or representatives; or

viii. violates the privacy of any third party.

• b. Members Must Be Over Age 18. You represent that you are over the age of 18. Yadira does not target our Content to children or teenagers under 18, and we do not permit any Members under 18 on our Platform. If we learn of any Member under the age of 18 using our Platform or Services, we will terminate that Member’s account immediately.
• c. Members Must Not Have Intent to Compete. You represent that you and/or the company you represent are not direct competitors of Yadira and are not using the Platform to research, back-engineer or copy any function or feature of Yadira.
• d. Members Must Be in The United States of America. You represent that you are in the United States of America when accessing the Platform and acknowledge that it is not intended to be used outside of the United States of America.
• e. No Liability for Member Interactions; Yadira May Monitor Interactions. Any liability, loss or damage that occurs as a result of any Member interactions, including, without limitation, Programs, that you input or receive through your use of the Platform is solely your responsibility. At our discretion, we, or the technology we employ, may monitor and/or record your general interactions with the Platform, though not the specifics of your interactions.
• f. Right to Terminate Accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any Member conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Platform to any Member for any reason, with or without prior notice.

5. Member-Generated Content. We have the right to remove content if we need to.

• a. Responsibility for Member-Generated Content. You may create content, written or otherwise, while using the Platform (“Member-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any Member-Generated Content that you post, upload, link to or otherwise make available via the Platform, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any Member-Generated Content that you make available or access through your use of the Platform is solely your responsibility. We are not responsible for any public display or misuse of your Member-Generated Content.
• b. Right to Post. You represent and warrant that you have the right to post all Member-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to Member-Generated Content, and have taken all steps necessary to pass through to end Members any required terms.
• c. Members Must Not Have Intent to Compete. You represent that you and/or the company you represent are not direct competitors of Yadira and are not using the Platform to research, back-engineer or copy any function or feature of Yadira.
• d. Members Must Be in The United States of America. You represent that you are in the United States of America when accessing the Platform and acknowledge that it is not intended to be used outside of the United States of America.
• c. Yadira May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any Member-Generated Content appropriate and complies with these Terms of Use, or refuse or remove any Member-Generated Content that, in our reasonable opinion, violates any Yadira policy or is in any way harmful, inappropriate, or objectionable. Yadira further reserves the right to make formatting and edits and change the manner any Member-Generated Content is displayed on the Platform.
• d. Ownership of Member-Generated Content. You grant us a non-exclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify, translate, adapt, create derivative works, perform, and distribute your Member-Generated Content. Nothing in these Terms of Use restricts other legal rights we may have to Member Content, for example, under other licenses. We reserve the right to remove or modify Member-Generated Content, or change the way it’s used on the Platform, for any reason. This includes Member-Generated Content that we believe violates these Terms of Use, our Community Guidelines, or any other supplemental terms, laws, or policies.

6. Coaches. Coaches are independent professionals who offer nutrition services for prospective Clients. They are not employees of Yadira.

• a. No Doctor-Patient Relationship through Platform Use. Use of the Yadira Platform may not form a doctor-patient relationship with Coaches. Information posted or made available on or through the Platform, including, without limitation, any responses to questions posted on the Platform; information in Yadira’s Guides and Documents; information posted publicly on the Platform; or information sent to a Member is not intended as medical advice, is not confidential, and does not create an doctor-patient relationship. It is considered Member-Generated Content.
• c. Member Responsibilities. Coaches are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Platform, including without limitation Member-Generated Content, and any communications they may have with prospective clients through the Platform, fully comply with all applicable laws and rules of professional conduct, including those concerning licensure, scope of practice, professional standards, ethical guidelines, continuing education, supervision and any other applicable legal requirements, including (without limitation), those regulating the form, manner or content of communications with clients, advertising, or other matters.
• c. Members Must Not Have Intent to Compete. You represent that you and/or the company you represent are not direct competitors of Yadira and are not using the Platform to research, back-engineer or copy any function or feature of Yadira.
• d. Members Must Be in The United States of America. You represent that you are in the United States of America when accessing the Platform and acknowledge that it is not intended to be used outside of the United States of America.
• d. Yadira Membership Subscription. You agree to the membership subscription fees in connection with your use of the Platform, if any (“Membership Subscription”).
• f. Promotional Codes and Credits. Yadira may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to Coach's services, subject to the following terms and any additional terms that Yadira establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Coaches and payment.

i. Use of Promo Codes Does Not Imply a Doctor-Patient Relationship. From time to time, Clients may have access to discounts supplied by Yadira which, in part, use Yadira’s funds to pay for a portion of the coaching fees paid by Clients to Coaches. The use of such coupons does not imply any doctor-patient relationship between Yadira and the Coaches where a coupon is used for any paid billings from a Client.

ii. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.

iii. Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Yadira. Promo Codes have no cash value and may expire or be disabled by Yadira at any time, for any reason, prior to your use. Yadira reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other Member in the event that Yadira determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.

7. Platform Exclusivity

• In the event that Client works with any Coach outside the Platform, Coach will pay Yadira 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 Yadira uses substantial labor and effort to connect the Client with Yadira’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 Yadira or this Agreement, or in any way procure services from a Coach outside of the Platform, without Yadira’s prior written consent. Upon payment of the aforementioned fees described in Section 7, Yadira 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 Member, prior to the Effective Date of this Agreement.
• b. At Yadira’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 Yadira’s Clients.

9. Third Party Content. There may be content from third parties on the Platform, such as blog posts written by other Members 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 Yadira 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, Yadira 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 Yadira. 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 Yadira’sTerms of Use.

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

• a. Termination of Repeat Infringer Accounts. Yadira respects the intellectual property rights of others and requests that our Members do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a Member’s access to and use of the Platform if, under appropriate circumstances, the Member is determined to be a repeat infringer of the copyrights or other intellectual property rights of Yadira or others. We may terminate access for participants or Members 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 Yadira’s designated copyright agent at 1111 Lincoln Road, Suite 500, Miami Beach, Florida, 3313.
• c. Response To DMCA Take-Down Notices. If Yadira 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 Yadira. 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 Member-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 Yadira’s copyright agent using the contact information set forth above.
• e. Response to DMCA Counter-Notices. If a counter-notice is received by Yadira’s copyright agent, Yadira 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 Member, 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. Yadira retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

• a. No Transfer. Yadira 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 Yadira 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, Yadira, Yadira.co, 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 Yadira. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Yadira, except as an integral part of any authorized copy of the Content.
• c. Response To DMCA Take-Down Notices. If Yadira 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 Yadira. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as

12. Email and SMS Communications. We use email, SMS and other electronic means to stay in touch with our Members.

• a. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from Yadira 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 Yadira 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 Yadira Must Be In Writing. Communications made through email, SMS or the Platform’s private messaging system will not constitute legal notice to Yadira or any of our officers, employees, agents or representatives in any situation where notice to Yadira is required by contract or any law or regulation.

13. Termination. As further defined herein, 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 Yadira. If you wish to delete your Member account data, please contact Yadira at info@Yadira.co. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
• b. Legal Notice To Yadira Must Be In Writing. Communications made through email, SMS or the Platform’s private messaging system will not constitute legal notice to Yadira or any of our officers, employees, agents or representatives in any situation where notice to Yadira is required by contract or any law or regulationb. Yadira May Terminate This Agreement. Yadira 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 Yadira 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 Yadira 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. for the Program selected by the client will be processed by us. When a Client books a Program, the Client is automatically accepting the terms of the Program. The Programs available will be set by Yadira and are subject to change. The Client must pay the Program's Amount via the Platform to begin the Program. The Client may submit disputes over payment to info@Yadira.co provided that he or she adheres to the other conditions set forth in Section 14 ( 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 for the Program 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@Yadira.co and adhering to the other conditions set forth in Section 15 (Dispute Resolution Procedures). The Client is responsible for providing Yadira with a valid means of payment.
• D. Once you have selected a Program, Yadira will make reasonable efforts to verify your insurance coverage for nutrition services and/or a continuous glucose monitor (CGM) device. After our initial discovery, we will let you know whether these are covered by your insurance plan. If they are, we will bill your insurance company for the nutrition services provided and/or CGM device(s) and only bill you for any other features used, if they are not covered, we will charge your account for the selected Program.
• c. Yadira’s Responsibility. Yadira 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.
• d. Payment Authorization. By agreeing to these terms, the Client is giving Yadira permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that the Client authorized Yadira to bill, as well as any payments owed. Depending on the Program or Membership Subscription, Yadira may charge the Client on a one-time or recurring basis. The Client authorizes Yadira 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 Yadira or our third party payment processor, the Client acknowledges and agrees that the payment terms set forth in this Section 14 shall apply.

15. 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 by Yadira are not consistent with the selected 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 Yadira 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, Yadira 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 Meditation 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 Meditation Period, each of the Client, Coach and, if relevant, Yadira will take the agreed upon steps to execute the agreed-upon resolution.
• D. Once you have selected a Program, Yadira will make reasonable efforts to verify your insurance coverage for nutrition services and/or a continuous glucose monitor (CGM) device. After our initial discovery, we will let you know whether these are covered by your insurance plan. If they are, we will bill your insurance company for the nutrition services provided and/or CGM device(s) and only bill you for any other features used, if they are not covered, we will charge your account for the selected Program.
• c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Meditation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Meditation Period, Yadira shall make a determination in its sole and absolute discretion (the “Yadira 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 Yadira 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 Yadira Services-Related Disputed Matter Decision (the “Yadira Services-Related Disputed Matter Decision Notice''). In the event that the Client fails to make timely payment, Yadira will remit the Withheld Payment Amounts to the Coach who will assign his or her rights to reimbursement for such amounts to Yadira 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. Payment Authorization. By agreeing to these terms, the Client is giving Yadira permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that the Client authorized Yadira to bill, as well as any payments owed. Depending on the Program or Membership Subscription, Yadira may charge the Client on a one-time or recurring basis. The Client authorizes Yadira 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 Yadira or our third party payment processor, the Client acknowledges and agrees that the payment terms set forth in this Section 14 shall apply.
• a. 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''.

15. 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 by Yadira are not consistent with the selected 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 Yadira 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, Yadira 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 Meditation 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 Meditation Period, each of the Client, Coach and, if relevant, Yadira will take the agreed upon steps to execute the agreed-upon resolution.
• D. Once you have selected a Program, Yadira will make reasonable efforts to verify your insurance coverage for nutrition services and/or a continuous glucose monitor (CGM) device. After our initial discovery, we will let you know whether these are covered by your insurance plan. If they are, we will bill your insurance company for the nutrition services provided and/or CGM device(s) and only bill you for any other features used, if they are not covered, we will charge your account for the selected Program.
• c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Meditation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Meditation Period, Yadira shall make a determination in its sole and absolute discretion (the “Yadira 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 Yadira 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 Yadira Services-Related Disputed Matter Decision (the “Yadira Services-Related Disputed Matter Decision Notice''). In the event that the Client fails to make timely payment, Yadira will remit the Withheld Payment Amounts to the Coach who will assign his or her rights to reimbursement for such amounts to Yadira 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. Payment Authorization. By agreeing to these terms, the Client is giving Yadira permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that the Client authorized Yadira to bill, as well as any payments owed. Depending on the Program or Membership Subscription, Yadira may charge the Client on a one-time or recurring basis. The Client authorizes Yadira 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 Yadira or our third party payment processor, the Client acknowledges and agrees that the payment terms set forth in this Section 14 shall apply.
• a. 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. Yadira provides the Platform “as is,” without warranty of any kind. Without limiting the foregoing, Yadira 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, Yadira 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.
• D. Once you have selected a Program, Yadira will make reasonable efforts to verify your insurance coverage for nutrition services and/or a continuous glucose monitor (CGM) device. After our initial discovery, we will let you know whether these are covered by your insurance plan. If they are, we will bill your insurance company for the nutrition services provided and/or CGM device(s) and only bill you for any other features used, if they are not covered, we will charge your account for the selected Program.

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 Yadira 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 Member-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 Yadira or any other Member of the Platform, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Yadira 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. Yadira 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. Yadira and any creator of Member-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 Yadira 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 Member-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not Yadira or contributors of Member-Generated Content are advised of the possibility of such damages. Neither Yadira nor contributors of Member-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or Member-Generated Content.

19. Release and Indemnification.

• a. To the extent permitted by applicable law, in no event will Yadira 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 Member-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 Yadira or any other Member of the Platform, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Yadira 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. Yadira 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.a. You agree to indemnify and hold harmless Yadira 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 Members, you release Yadira 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. Yadira may amend this Agreement from time to time, and at Yadira's sole discretion. We will provide notification to Members 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. Yadira 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 Yadira 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 Yadira 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 Yadira’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 Yadira 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 Yadira 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 Yadira agree that the arbitrator will decide that issue.
• d. Exceptions to Arbitration Agreement. You and Yadira 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, Yadira 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 Yadira 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 Yadira 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 Yadira 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 Yadira 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.

k. Changes. Notwithstanding the provisions (“Modification of these Terms”), if Yadira 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 Yadira’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Yadira 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 Yadira 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 Yadira 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 Yadira 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 Yadira must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
• d. Non-Assignability. Yadira 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 Yadira’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, together with any other policies, guidelines or terms, at Yadira.co, represent the complete and exclusive statement of the agreement between you and Yadira. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Yadira relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized Yadira executive, or by the posting by Yadira of a revised version.
• g. 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, understand the Terms of Use, and will be bound by these terms and conditions.