Terms of Use

Welcome

Edify Lab, LLC. (“we” or “us”) provides you, and, if applicable, your Affiliates, access to our website (“Site”) and our mobile applications, online platform, and products and services (together, with the Site referred to herein as the “Services”). Your use of the Services is subject to your acceptance and compliance with these Terms of Use (“Terms”). If you do not agree to these Terms, do not use the Services. Each time you access or use the Services, the current version of these Terms will apply.

Your use of the Services is also subject to our Privacy Policy, Subscription Agreement (for Advisors), and User Guidelines, each of which is incorporated into these Terms by reference. In the event of a conflict between any other document and these Terms, these Terms control. We reserve the right at any time and without notice to change these Terms. If you have questions regarding these Terms, please contact us.

For purposes of these Terms, “Affiliate” means (x) an entity’s officers, directors, employees, independent contractors, or other authorized agents, or (y) any entity or person that directly or indirectly controls the transactions of another party, including the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreements, written agreement, title, or other influence.

1. Using the Services

You may use our Services only if you are at least the age of majority in the jurisdiction in which you reside. If you are using the Services on behalf of an entity, (i) you represent and warrant to us that you are authorized to bind such entity to these Terms and (ii) you acknowledge and agree that your use of the Services binds such entity to these Terms.

You may register for or use the Services as an individual consumer or as an independent third party seeking to post informative content on the Site or to the Services (a “Third Party”)

Except as expressly provided herein, the Services are protected by copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the same violates these Terms and may violate applicable law. Except as expressly provided herein, we do not grant you any express or implied right to use the Services. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer any of the Services except as expressly provided herein. In addition, you agree not to take any action that may infringe on our Intellectual Property Rights. Do not remove, obscure, or alter any legal notices displayed in or along with the Services.

When you register for an account on the Site or through the Services (an “Account”), you agree to these Terms and further agree to (i) provide accurate, current and complete information about yourself as prompted by our registration form (including your email address or phone number) and (ii) maintain and update your information (including your email address or phone number) to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, you will have materially breached this Agreement, and we reserve the right to terminate this Agreement and your use of the Services. As part of the registration process, you will be asked to provide a username and password that are unique to the Account (collectively referred to hereunder as “Login Information”). You will be responsible for the confidentiality and use of your Login Information and agree not to transfer or resell your use of or access to the Services to any third party other than your appointed agent, manager or other staff member to whom you assign such responsibility. If you have reason to believe that your Account is no longer secure, you must immediately notify us of the problem. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account are and shall forever be owned by and inure to our benefit. You are entirely responsible for maintaining the confidentiality of your Login Information and for any and all activities conducted through your account.

WE MAY SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT AND/OR TERMINATE OR SUSPEND YOUR ACCESS TO THE SERVICES AT ANY TIME WITH ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE, WITHOUT ANY LIABILITY TO YOU WHATSOEVER.

Some of our Services are available on mobile devices. You agree not to use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.

2. The Edify Lab Rating

An Edify Lab Rating reflects our assessment of a given advisor based upon the limited information obtained by or submitted to us. Yours, or anyone else’s, assessment of the same advisor may be very different or be based upon different information. An Edify Lab Rating is not an endorsement of any particular advisor, and is not a guarantee of an advisor’s quality, competency, or character, nor is the Edify Lab Rating a predictor of the outcome of any matter in which such advisor is involved. the Edify Lab Rating is only an informational tool intended to be a starting point to gather information about advisors who may be suitable for your needs. you acknowledge and agree that you will not rely solely on the Edify Lab Rating in deciding whether to contact or hire any given advisor.

3. Information on the Services

The Services display content that we neither create nor develop, and such content is the sole responsibility of the person or entity that creates or develops it. We may review such third party-content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content in our sole discretion, for any reason or for no reason. Please be advised that we do not routinely screen third-party content published via the Services, including information that advisors post on the Services (“Information”), and we cannot guarantee or make any representations regarding the accuracy, adequacy or quality of any such Information, or the qualifications of those posting it. You acknowledge and agree that you use such Information at your own risk.

4. Third Parties

One of the Services is a platform where Third Parties can offer information and interact with consumers as well as sell products to consumers (a consumer purchase of a product on the Services is referred to as a “Purchase”). We may, as part of the Services, provide you with a number of methods by which you can receive advisor or other services and/or communicate with Third Parties. You acknowledge and agree that we are solely an intermediary in any transaction between you and any Third Parties and that any fees you pay for Third Party services are charged by and passed through to the Third Party after services have been rendered to you. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIM LIABILITY FOR THE QUALITY OR ACCURACY OF ANY INFORMATION OR SERVICES PROVIDED BY THIRD PARTIES YOU CONNECT WITH OR ENGAGE VIA THE SERVICES. WE DO NOT MAKE ANY GUARANTEE AS TO THE LEGAL ABILITY, COMPETENCE, OR QUALITY OF THE THIRD PARTIES LISTED ON THE SERVICES.

Third Parties are not our employees or agents. If you are a Third Party, you are solely responsible for ensuring that any User Content you post complies with all applicable laws and rules of advisor conduct. While we use commercially reasonable efforts to verify that Third Parties registering on the Services are licensed advisors, where applicable, we do not screen, monitor, or endorse Third Parties. Consumers should take appropriate precautions.

5. Legal Services

The Information posted on the Services is intended for general informational purposes only and should not be relied on as legal advice. Information posted under the Law category of the Services is not the provision of legal services. Accessing such Information or corresponding with or asking questions to a Third Party via the Services, or otherwise using the Services, does not create an attorney-client relationship between you any Third Party. You acknowledge and agree that the Services are not a substitute for an in-person or telephonic consultation with a advisor licensed to practice in your jurisdiction about your specific legal issue, and you should not rely on the Services or Information therefrom for the same. You further agree that questions and answers or other postings to the Services are not confidential and are not subject to attorney-client privilege. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US AT ANY TIME DURING YOUR USE OF THE SERVICES.

6. Registration Fees for Third Parties

If there is a registration fee in effect at the time you register for the Services as a Third Party (a “Registration Fee”), such Registration Fee is non-refundable.

7. Premium Services for Advisors

If you subscribe to the Services as a Third Party (an “Advisor”), you may be offered optional premium services (“Premium Services”). If you subscribe to any Premium Service, you agree to pay us the subscription or usage fee indicated for such Premium Service (“Initial Fee”) for the initial period indicated at sign up (“Initial Period”). We will charge your provided payment account (“Payment Account”) the Initial Fee on the date you subscribe for a Premium Service. You agree that we may retain the Payment Account and will charge the then-current monthly subscription or usage fee (“Monthly Recurring Fee”) for the Premium Service upon the expiration of the Initial Period. We will continue to charge your Payment Account monthly thereafter in the then-current amount of the Monthly Recurring Fee until you cancel the Premium Service.

To cancel a Premium Service, you must send us a written notice of cancellation. We must receive such written notice at least thirty (30) days in advance of the date on which you wish to make the cancellation effective. All cancellations or reductions of Premium Services must be sent by email (premium@Edifylab.com) or by U.S. mail (15757 Pines Blvd. Suite 392  Pembroke Pines, FL 33027 ATTN: Cancellations). Premium Service fees are not prorated or refundable.

If your Payment Account fails or your account is past due, we may either suspend or terminate your Premium Services, and any such suspension or termination will result in the cancellation of any promotional programs applicable to your Premium Services. You agree to submit any disputes regarding any charge to your account in writing to us within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge.

8. Engaging an Advisor through the Services

The Services may provide a mechanism whereby a consumer looking to engage a Third Party may select an Advisor for a consultation or other type of engagement by reviewing the Advisor’s availability and scheduling an appointment or consultation (a “Transaction”) for a pre-set amount of time and at a rate displayed on the scheduler. Upon engaging the Advisor for a Transaction using the scheduler, we will collect full payment for the Transaction from the consumer. After selection and payment, the Advisor will initiate contact with the consumer to complete the Transaction at the time and for the duration indicated on the scheduler. We will collect a transaction fee from the Advisor for each Transaction (“Transaction Fee”) and will pass on the remainder of the Advisor’s compensation to the Advisor, pursuant to the terms and conditions of these Terms. To the extent permissible under applicable law, you agree that any Transaction shall contain the terms listed in this Section 7.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE SIMPLY A PLATFORM TO CONNECT CONSUMERS AND ADVISORS AND FURTHER ACKNOWLEDGE AND AGREE THAT NO ATTORNEY-CLIENT, DOCTOR-PATIENT, OR OTHER SIMILAR RELATIONSHIP IS FORMED BETWEEN YOU AND US AT ANY TIME DURING YOUR USE OF THE SERVICES. NO DUTY OF CONFIDENTIALITY BETWEEN YOU AND US ARISES THROUGH YOUR USE OF THE SERVICES. BE ADVISED, HOWEVER, THAT AN ATTORNEY-CLIENT, DOCTOR-PATIENT, OR OTHER SIMILAR RELATIONSHIP BETWEEN CONSUMERS AND ADVISORS MAY BE FORMED BY USING THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY TRANSACTION BETWEEN A CONSUMER AND An ADVISOR.

9. Compensation for Third Parties

We collect payment for Transactions from the consumer and, after subtracting the Transaction Fee, hold the balance in the Advisor’s Account (with collective, undistributed balances earned throughout a calendar month referred to as the “Advisor’s Earnings”). Between the 1st and 10th day of each calendar month, we will deposit Advisor’s Earnings for the previous month to a bank account or other payment account for the Advisor on file with us.

We may process Purchases in one of two ways, as described below. The manner in which we process Purchases will be indicated on your Account. First, we may collect payments for Purchases directly from the consumer and, after subtracting a purchase fee for each Purchase (“Purchase Fee”), hold the balance in the Third Party’s Account (with collective, undistributed balances earned throughout a calendar month referred to as the “Third Party’s Earnings”. If we use this method of payment processing, between the 1st and 10th day of each calendar month, we will deposit the Third Party’s Earnings for the previous month to a bank account or other payment account for the Third Party on file with us.

The second manner in which we may process Purchases is by linking your bank account or other payment account directly to the consumer via our ecommerce platform such that you directly receive any purchase price for the Purchase. If we process Purchases in this manner, we will either (i) invoice you between the 1st and 10th day of each calendar month for the Purchase Fees due for Purchases made from you in the previous month (“Purchase Fees Due”) or (ii) charge your payment account on file for the Purchase Fees Due, and you authorize us to process such charge in accordance herewith.

The Transaction Fee and Purchase Fee (collectively, “Fees”) will be indicated when an Advisor or Third Party creates an Account and/or during each Transaction or Purchase (collectively, a “Deal”). We may change Fees at any time with notice to you, either by emailing your address on file with us, posting to your Account, or updating the pages indicating Fees for each Deal.

10. Disputing a Deal & Agreement to Arbitrate

If a dispute arises between a consumer and a Third Party relating to a Purchase or a Transaction (a “Dispute”), the consumer and Third Party may wish to decide the dispute between the two of them. Within 48 hours of the completion of the Transaction or two weeks from completion of a Purchase, however, the consumer may dispute the Deal from the consumer’s Account (a “Resolution Center Dispute”) if the Dispute relates to one of the following issues: (i) the Third Party did not call the consumer at the scheduled time; (ii) the call or consultation was shorter than previously agreed-upon; (iii) the Third Party did not adequately answer the consumer’s questions; (iv) the consumer ordered a product that was not received; and (v) the consumer received the wrong product(s).

If a consumer files a Resolution Center Dispute, you, whether you are a consumer or Third Party, authorize us to review the Deal and grant us full authority to decide the Resolution Center Dispute in our sole discretion. You agree that our decision on any Resolution Center Dispute is final and non-appealable, subject to applicable law. If we decide the Resolution Center Dispute in favor of the consumer, we may require the Third Party to refund some or all of the compensation received by such Third Party for the Deal. If you are a Third Party, you authorize us, to charge your Payment Account to the extent any refunds due under this Section exceed any Earnings.

IF A CONSUMER FILES A RESOLUTION CENTER DISPUTE, YOU SUBMIT SUCH DISPUTE TO US TO ARBITRATE IN ACCORDANCE WITH OUR INTERNAL POLICIES AND PROCEDURES AND ACKNOWLEDGE AND AGREE THAT OUR RESOLUTION TO THE DISPUTE IS FINAL AND NON-APPEALABLE, AND THAT A JUDGMENT FOR ANY AWARD ISSUED THEREUNDER MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THIS ARBITRATION PROVISION LIMITS YOUR RIGHTS TO MAINTAIN A COURT ACTION.

11. Legal Advertising and Communications

It is solely the responsibility of Third Parties and Advisors to ensure that any information or advertisements posted or placed on the Services (including without limitation any Information), and any communications they may have with prospective clients through the Services, fully complies with all applicable laws and rules of advisor conduct, including those concerning the unauthorized practice of law and medicine, and those regulating the form, manner or content of communications with clients, advertising, or other matters.

12. Copyright

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

If you believe that any material on the Site infringes upon any copyright which you own or control, you may file a DMCA Notice of Alleged Infringement with Edify Lab’s Designated Copyright Agent:

Edify Lab Copyright Agent

c/o David Lee Johns

15757 Pines Blvd. Suite 392

Pembroke Pines, FL 33027

Email: legal@Edifylab.

13. Software

Some of our Services allow you to download client software (“Software”) which may update automatically; you agree that these Terms will apply to such upgrades. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

14. Disclaimers and Acknowledgements Regarding Use of Legal Information

While we strive to provide—and to allow Advisors to provide—useful information regarding Advisors and professional services, there are some things that we cannot guarantee. You acknowledge that such information consists of third party data and contributions, that there are certain inherent limitations to the accuracy or currency of such information, that legal and other information may be incomplete, may contain inaccuracies, or may be based on opinion. WE DO NOT SCREEN SUCH INFORMATION FOR ACCURACY OR RELIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

15. Limitation of Liability

IN NO EVENT SHALL WE, OUR DIVISIONS, SUBSIDIARIES AND AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS, AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, WHETHER OR NOT FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (i) THE ACCESS, CONSUMPTION OR USE OF OR THE INABILITY TO ACCESS OR USE ANY PART OF THE SITE OR THE SERVICES; (ii) ANY DEALINGS WITH ADVISORS OR THIRD PARTIES; (iii) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (iv) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (v) ANY WEBSITE REFERENCED OR LINKED TO FROM THE SITE; (vi) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE; OR (vii) YOUR RELIANCE UPON ANY MATERIAL, PRODUCT, SERVICE OR ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE SITE OR THE SERVICES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EDIFY LAB, AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SERVICES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES, INCLUDING PREMIUM SERVICES, TO WHICH SUCH CLAIM RELATES IN THE 12 MONTH PERIOD PRECEDING THE FILING OF SUCH CLAIM.

16. Indemnification

You agree to hold us, our holding company, divisions, subsidiaries, and Affiliates, and our and their respective officers, directors, partners, employees, shareholders, members, managers, owners, and agents harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (i) your access to, reliance on, use, purchase, or, as applicable, consumption of the Site or Services (including any use by your employees, contractors, customers, agents, or clients and all uses of your account numbers, user names, and passwords, whether or not actually or expressly authorized by you, in connection with the Services); (ii) your connection to the Services; (iii) your violations of these Terms or your breach of any representation or warranty made herein; (iv) your infringement of any third party’s Intellectual Property Rights when using the Site; (v) your violation of any rights of any third party; (vi) any dealings between you and any Third Parties or Advisors; (vii) our use of User Content; or (viii) your access to or use of any sites linked to the Site or the Services.

17. User Posted Content & Other Interactive Services or Areas

The Services include interactive areas in which you may post content and information, including peer and client reviews, questions and answers, comments, documents, photos, videos, and other materials (the “User Content”). You retain all rights in, and are solely responsible for, the User Content you post to the Services except as hereinafter described. You are also solely responsible for your use of such interactive features, and use them at your own risk. We reserve the right to remove or modify User Content for any reason in our sole discretion.

When you post User Content to the Services, you give us and our Affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to reproduce your profile, and any name, likeness or photograph contained in such profile. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

18. Applicable Law and Venue

The laws of the State of Florida, excluding its conflict of law provisions, will apply to any disputes arising out of or relating to these Terms or the Services. All claims arising out of or relating to these Terms or the Services will be litigated exclusively in the state or federal courts located in Broward county, and you and consent to personal jurisdiction and exclusive venue in such courts.

19. Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the subject matter hereof, and supersede and replace any prior version of the Terms. These Terms create no third party beneficiary rights.

20. Waiver, Severability & Assignment

Our failure to enforce a provision of these Terms is not a waiver of our right to do so later. If any provision of these Terms is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term or terms will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any attempt to do so will be void. We may assign our rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.