WWL INC. MEMBERSHIP AGREEMENT AND TERMS OF SERVICE

ThIS MEMBERSHIP AGREEMENT AND Terms of Service (“Agreement”) IS a legal agreement between you (“User”), and world weight loss inc., (“WWL”). WWL OWNS AND OPERATES THE WEBSITE LOCATED AT www.worldweightlossinc.ca (“WEBSITE”), AND ANY WWL APPLICATION MADE AVAILABLE TO USER (“APP”). USER MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO USE THE WEBSITE OR APP. User must accept this Agreement before accessing or otherwise using THE WEBSITE OR APP By clicking the “I Accept” button at the end of this Agreement. Any documents referenced in this Agreement are incorporated by reference and are deemed to be part of the Agreement. This Agreement contains limitations of liability and provisions dealing with the use of personal information. If User does not accept this Agreement, DO NOT CLICK THE “I Accept” button, make no use of and exit tHE WEBSITE AND APp.

1. Membership and Cancellation. Membership entitles the User to access Services, receive a license to the weight loss programs and materials associated with such programs, and to participate in Activities, subject to the terms of this Agreement and the payment of any fees that are due for such Services. “Services” means any WWL services made available through the Website or App as more particularly described on the Website, whether in person or online at www.worldweightlossinc.ca or other websites, including but not limited to programs, classes, services provided and events sponsored or organized by WWL, personal training, use of strength training and fitness conditioning equipment, machines and facilities, nutritional and dietary programs, orientational or instructional sessions or lessons, (collectively, “Activities”) and diet products and food, dietary supplements, training aides or devices, or any other products offered at the facilities or online at www.worldweightlossinc.ca (collectively, “Products”).  User agrees that membership requires the purchase of two (2) boxes protein bites per week of the membership, which will be paid for in the intervals as set out below.  User agrees to purchase the following membership:
2.  

1. Termination.  This Agreement and the right to access and use the Website, App and Services (including but not limited to programs and materials) shall automatically terminate upon the termination, cancellation or expiration of the User’s subscription or membership with WWL. WWL may terminate this Agreement and cancel User’s membership, together with access to the Website, App and Services for convenience at any time by providing written notice and User shall not be responsible to pay any cancellation fee. WWL may terminate this Agreement and cancel User’s membership if User materially breaches any term of this Agreement and fails to cure the same within fifteen (15) days of notice and User shall be liable to pay for all boxes of protein bites to be delivered up to the date of termination and a cancellation fee of $199 reflecting the value of the programs already received by the User.   Sections 2, 4, 5, and 7-13 and all amounts due or accruing due shall survive any termination or expiration of this Agreement.  

1. Changes. WWL may change this Agreement or the Website, App, or Services from time to time in its sole discretion by posting changes on the Website, or by sending Users notification through the App at least thirty (30) days prior to effective date of such changes.  If User does not accept the changes, User must terminate this Agreement (at no additional charge or cancellation fee) by providing notice to WWL at any time within such thirty (30) day period and discontinuing all use of the Website, App, or Services, including but not limited to all programs and materials.  User shall be deemed to have accepted the changes with continued access to or use of the Website, App, or Services after this period. WWL may alter, suspend, or discontinue the Website, App, or Services, in whole or in part, at any time and for any reason, but will endeavor to provide notice of the same.  

1. Software.  To the extent that the User downloads WWL software (“Software”) in order to access or use the Website, App or Services, WWL hereby grants User a limited non-exclusive license during the term of this Agreement to use the Software solely for the purpose of accessing and using the Website, App and Services in accordance with this Agreement. User agrees to uninstall any installed Software on termination of this Agreement.  

1. Ownership and Licenses.  WWL and its licensors shall own all right, title and interest in and to the Website, App, and Services, including but not limited to all intellectual property rights and content (other than User Content) in and to any of the foregoing.  User shall not cover, obscure, remove or alter any proprietary notices.  The Website, App and Services and materials contained therein are the property of WWL and its licensor’s and are protected by law from unauthorized use, copying and dissemination. User agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Website, App, or Services other than as expressly authorized by WWL in writing. Use of the Website, App and Services in any way not expressly permitted by this Agreement is prohibited. Subject to this Agreement and payment of applicable fees and charges, WWL grants User a non-transferable, non-exclusive, license to use the Website, App and Services for the User’s internal use during the period for which User maintains an active membership. Any use of the programs or materials after the membership ends violates the license, is strictly prohibited and may result infringement of the intellectual property rights of WWL or its licensors. Any future release, update, or other addition to the App, Software or Services shall be subject to this Agreement.  User hereby grants WWL a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up license to use, copy, modify and distribute any information or content submitted to WWL pursuant to this Agreement or the Service Agreement, or through the use of the Website or App (collectively, “User Content”) for the purposes of providing Services, Products or other services and products to User and third parties.

1. Third Party Links.  WWL is not responsible for the content of services of any third party pages, or any other websites linked to or from the Website, App or Services (including but not limited to advertisements). Links are for convenience only and are not an endorsement by WWL, its affiliates or licensors. User’s linking to or from any App pages or other websites is at their own risk. WWL is in no way responsible for examining or evaluating, and does not endorse, control or make any representations or warranties concerning the links or the third party sites, nor does WWL assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. It is the responsibility of User to verify any information contained within linked sites before relying on it. User should carefully review the terms and conditions and privacy policies of all third party websites that User visits. 

1. Confidentiality.  “Confidential Information” means all information contained in the App, Services, or Website or otherwise disclosed or made available by WWL, but excludes information that the User can demonstrate is: (i) previously known to the User, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of this Agreement by the User; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the User without  Confidential Information. User shall not disclose Confidential Information to any third party (except where required by law and with notice to WWL) and shall use Confidential Information only to access and use of the Services.  

1. Privacy.     WWL shall collect, maintain, use and disclose information concerning the User (including but not limited to location information with respect to the device on which this App was installed), and the use of Website, App and Services, solely for the purpose of offering, maintaining and improving the same, all in accordance with applicable privacy legislation and the WWL’s Privacy Policy found at www.worldweightlossinc.ca/privacy . WWL will use the email address to User to send communications regarding the App and Services, and materials regarding other products and services of WWL and third parties. Contact WWL’s Privacy Officer at dan@wwls.ca if there are any questions with respect to the Privacy Policy or the use of personally identifiable information under this Agreement.   

1. Obligations and Acceptable Use.   User is responsible for acquiring and maintaining at its sole expense, all equipment, software, communications network connections, and access to the Internet necessary to access and use the Website, App and Services. User agrees not to (i) rent, sell, lease, lend, redistribute or sublicense the Website, App, or Services or permit any third party to benefit from the use or functionality of the same via a rental, lease, timesharing, service bureau, or other arrangement; (ii) allow anyone other than User to access the Website, App, or Services;  (iii) use the Website, App, or Services in any way that does not comply with all applicable laws (including but not limited to applicable export control laws) or with this Agreement; (iv)  use or access the Website, App, or Services  on any computer or device that User does not own or control; (v) copy, modify, translate, adapt, or create derivative works of the Website, App, or Services; (vi) circumvent any technical or security limitations in the Website, App, or Services or use any tool to enable features or functionalities that are otherwise disabled; (vii)  decode, decompile, disassemble, derive the source code or otherwise reverse engineer the Website, App, or Services, except as otherwise permitted by applicable law or by licenses with respect to open source software included with them; (viii) perform or attempt to perform any actions that would interfere with the proper working of the Website, App, or Services, prevent access to or the use of the Website, App, or Services by WWL’s other customers, or impose an unreasonable or disproportionately large load on WWL’s infrastructure; (ix) submit or transmit content that is unlawful, harmful, spam defamatory, libelous, abusive,  threatening, pornographic  or otherwise objectionable, or infringes or misappropriates the intellectual property rights of any person; or (x) copy, modify, translate, adapt, create derivative works based upon, reproduce, republish, upload, post, transmit, resell or distribute in any way the material contained in services or found on the Website, App, or Services, except as authorized in writing by WWL.
2. Disclaimers. THE App, Services and website  ARE PROVIDED “AS-IS” AND WWL DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT the website, app, and services WILL BE AVAILABLE WITHOUT INTERRUPTION OR ERRORS, and will have no liability for the unavailability of the WEBSITE, app or services due INERRUPTIONS IN OR UNAVAILABILITY OF THE INTERNET, TELECOMMUNICATIONS OR WEBSITE, OR REASONS OF FORCE MAJEURE. THE websitE, app, services and CONTENT IN ANY OF THE FOREGOING ARE PROVIDED FOR INFORMATION PURPOSES only AND ARE not a substitute for the User’s diligence and use of judgment. WWL does not provide any medical advice, or advice with respect to the suitability of any of the Activities or Products for an Individual and any Individual is advised to receive medical advice before commencing any Activities, using any SERVICES, equipment or facilities, or purchasing or using Products, and WWL assumes no responsibility for your failure to do so. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WWL HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING DICSLAIMERS and THESE DISCLAIMERS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
3. Limitation of Liability.  IN NO EVENT WILL WWL, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOST PROFITS, ECONOMIC LOSS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION OR ANY OTHER DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE OR ACCESS THE USER CONTENT, CONTENT FROM THIRD PARTIES, APP, SERVICES OR WEBSITE, EVEN IF WWL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER RESULTING FROM OR AS A RESULT OF FUNDAMENTAL BREACH, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER TORT.  NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM LIABILITY FOR WWL OR ITS SUPPLIERS TO THE USER FOR CLAIMS OF ANY KIND IS LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE SERVICES IN THE MONTH IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE.    SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING LIMITATIONS.  IN SUCH AN EVENT, THESE LIMITATIONS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.  ACCESS TO AND PARTICIPATION IN ACTIVITIES AND PURCHASE OF PRODUCTS IS SUBJECT TO THE WAIVER AND RELEASE ATTACHED AS EXHIBIT 1, WHICH IS INCORPORATED BY REFERENCE INTO THESE TERMS AND CONDITIONS.

1. Indemnity.  User shall defend, indemnify and hold harmless WWL and its affiliates and suppliers from and against any loss, damages or costs, including reasonable legal fees, related to any third party claim, action, or demand resulting from and breach of any of the terms of this Agreement or any applicable law.  

1. General.  WWL shall be excused for its any failure under this Agreement if due to anything beyond its reasonable control, including but not limited to natural disasters, strikes, shortage of materials, embargoes, epidemics or pandemics, or government or legal restrictions.  This Agreement, together with the documents referenced and incorporated in this Agreement, constitutes the entire understanding of the parties concerning the subject matter of this Agreement and supersedes all prior written or oral understandings.  The parties are independent contractors, and nothing shall be construed as creating any employment, partnership or joint venture or other similar relationship between the parties. Users may not assign this Agreement, in whole or in part. The failure of WWL to exercise or enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and shall only apply to the specific instance identified in such writing.  If any provision of this Agreement is invalid or unenforceable under applicable law, that part shall be deemed severed without affecting the remaining provisions. This Agreement will be governed by the laws of the Province of Alberta, without regard to its choice of law or conflicts of law principles, and applicable federal law. The UN Convention on Contracts for the International Sale of Goods is disclaimed by the parties and does not apply. The parties hereby attorn and submit to the exclusive jurisdiction of the courts located in Edmonton, Alberta. Notices under this Agreement may be sent via email to WWL to dan@wwls.ca and to the User though the App or at the email address provided when registering for the Services.

Exhibit 1

WORLD WEIGHT LOSS INC.

RELEASE AND WAIVER

(To be signed by Individuals of the age of majority and over)

WARNING! By signing this document, you will waive certain legal rights. Please read carefully.

1. This Release and Waiver (“Agreement”) is a binding legal agreement. Clarify any questions or concerns before signing. As an Individual in activities (either in person or online at www.worldweightlossinc.ca), including but not limited to programs, classes, services provided and events sponsored or organized by World Weight Loss Inc. (“WWL”), personal training, use of strength training and fitness conditioning equipment, machines and facilities, nutritional and dietary programs, orientational or instructional sessions or lessons, (collectively, “Activities”) and as a purchaser of diet products and food, dietary supplements, training aides or devices, or any other products offered at the facilities or online at www.worldweightlossinc.ca (collectively, “Products”) the undersigned agrees to the terms outlined in this Agreement.  

Disclaimer

1. WWL and its respective directors, officers, employees, coaches, volunteers, officials, agents, independent contractors, subcontractors, sponsors, owners/operators of the facility in which the Activities take place, their successors and assigns, and representatives (the “WWL Releasees”) are not responsible for any death, injury, property damage, expense, loss of income, damage or loss of any kind suffered by an Individual during, or as a result of, the Activities, caused in any manner whatsoever including, but not limited to the negligence, gross negligence or contractual breach by any WWL Releasees.   WWL Releasees do not provide any medical advice, or advice with respect to the suitability of any of the Activities or Products for an Individual and any Individual is advised to receive medical advice before commencing any Activities, using any equipment or facilities, or purchasing or using Products, and WWL Releasees assume no responsibility for your failure to do so.

• I have read and agree to be bound by paragraph 2.

Release of Liability and Disclaimer

1. In consideration of WWL allowing me to participate in the Activities, and use its Products, equipment and facilities, I agree: 

1. That I am not relying on any oral or written statements made by any WWL Releasees;
2. That the sole responsibility for my safety remains with me and I assume all risks arising out of or related to my participation in Activities or use of Products;
3. To freely accept and assume all such risks and possibility of personal injury, death, property damage, expense and related loss, including loss of income, resulting from my participation in the Activities or purchase or use of any Product; 
4. To waive,  release and indemnify WWL  Releasees from any and all liability for any and all claims (including third party claims), demands, actions, damages (including direct, indirect, special and consequential), losses, actions, judgments, and costs (including legal fees) (collectively, the “Claims”) which I have or may have in the future, that might arise out of, result from, or relate to my participation in the Activities or use of Products, including but not limited to COVID-19 infection or exposure, even though such Claims may have been caused in whole or in party by negligent acts or omissions, breach of contract or breach of any statutory duty of care by any WWL Releasees; and
5. If any portion of this Agreement is held invalid it shall be severed from this Agreement, which will otherwise continue in full legal force and effect.

• I have read and agree to be bound by paragraph 3.

Governing Law and Jurisdiction

1. I agree that in the event of any Claims or any with respect to this Agreement shall be governed by the laws of the Province of Alberta, without regard to conflict of law rules, and the parties agree to submit and attorn to the exclusive jurisdiction of the courts located in Edmonton, Alberta.  I further agree that if any portion of this agreement is found to be void or unenforceable, the remaining provisions shall remain in full force and effect.

I have read and agree to be bound by paragraph 4.

Terms

1. In consideration of WWL allowing me to participate in the Activities and access the facilities and equipment or purchase Products, I agree:

1. The none of the WWL Releasees provides any medical advice, or advice with respect to the suitability of any of the Activities or Products for an Individual and any Individual is advised to receive medical advice before commencing any Activities, using any equipment or facilities, or purchasing or using Product.  I agree that my mental and physical condition is appropriate to participate in the Activities and I assume all risks related to my mental or physical condition; and
2. To comply with the rules and regulations for participation in the Activities and use of the facilities.

I have read and agree to be bound by paragraph 5.

Acknowledgement

1. I acknowledge that I have read this Agreement and understand it, that I have executed this Agreement voluntarily, and that this agreement is to be binding upon myself, my heirs, executors, administrators and legal or personal representatives. I further acknowledge by signing this Agreement I have waived my right to maintain a Claim against WWL Releasees.