Last Updated: December 1, 2021
This page explains our terms of service, which contain important information about your legal rights. When you use Soulshape, you’re agreeing to these terms. There are a few items that are important to highlight during your review and agreement to these terms.
IMPORTANT NOTICE: This agreement contains a BINDING ARBITRATION PROVISION and WAIVER OF CLASS ACTION RIGHTS as detailed in below.
PLEASE READ CAREFULLY: It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver.
All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Soulshape Platform in any manner, and each of your heirs, assigns, and successors. If you use the Soulshape Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity, its directors, officers, employees, and agents.
Additional Terms and Policies
The Terms include following policies and agreements and are incorporated herein.
Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.
"Collective Content" means the combined User Content and Soulshape Content together.
"Content" means text, graphics, images, music, software, audio, video, information, or other materials, including but not limited to profile information, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
"Member" means a person or entity who completes Soulshape's account registration process or a person or entity who books Wellness Services using the Soulshape Platform.
"Platform" means www.soulshape.app marketplace website and any other websites, web pages, mobile applications and mobile websites operated by Soulemetry Inc. and any applications, software, processes, and any other services provided by or through Soulemetry that support the operation of the Soulshape Services
“Soulshape Services” or “Services” means any of the marketplace services, scheduling application, and payment processing services that Soulshape provides through the Platform or any other channels, including without limitation, over the telephone, online communication platforms, private community platforms, and email.
"Soulshape Content" means all Content Soulemetry makes available on or through the Platform, including any Content licensed from a third party, but excluding User Content.
"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Member or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding Soulshape Content and Feedback.
"Wellness Customer Member" means a Member who books and schedules Practitioner Services using the Soulshape Platform.
"Wellness Practitioner Member" or “Wellness Practitioner” means a Member who is using the Soulshape Platform to post Wellness Services, schedule services, or process payments.
“Wellness Services” means alternative, holistic, mystical, metaphysical, subtle energy, bio-energy, biofield, and/or any other quantum wellness service or experience offered by Wellness Practitioner Members or by Soulshape.
“Your Wellness Site” means the Wellness Practitioner’s branded website, online content or page(s) where they offer Wellness Services.
1.1 Platform Access Eligibility, Representations and Warranties
By requesting to use, registering to use and/or using the Platform or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You also represent and warrant that you meet the following eligibility criteria:
Wellness Practitioner Members understand and agree that they are customers of Soulemetry, and are not Soulemetry employees, joint venturers, partners, or agents. Wellness Practitioner Members acknowledge that they set or confirm their own prices, provide their own equipment, and determine their own work schedule.
Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete.
You are solely responsible for safeguarding your Soulshape password. You are solely responsible for all activity that occurs on your Account, and you will notify Soulemetry immediately of any unauthorized use. Soulshape is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Soulshape or others due to such unauthorized use. Your account is nontransferable except with Soulemetry’s written permission and in line with Soulshape policies and procedures.
An account is not active to post listings or to use the scheduling feature until a Wellness Practitioner is proved to be an established business. During the registration process, the Wellness Practitioner will need to provide their name, phone, address, email, training, years in business, business license(s) and any reviews. Soulshape may at its discretion look at other sources regarding the practitioner and/or business for good reputation in good standing for conducting a wellness business or poses a risk to Wellness Customers.
For Practitioner’s who solicit set-up assistance, the Wellness Practitioner is responsible for approving the content and will not hold Soulshape responsible for errors.
You may use the Platform only for purposes expressly permitted by this Agreement. The Soulshape Platform offers alternative healing therapies, bio-energy, biofield, subtle energy, holistic, mystical, and metaphysical services, products, and experiences (travel, workshops, conferences and retreats) for booking, purchasing, scheduling, and/or payment processing between Wellness Practitioners and Wellness Customers. We provide tools, resources, and information to aid in the decision making in selecting services or service providers.
MEDICAL ADVICE IS NOT PROVIDED ON THIS PLATFORM, unless the practitioner is medically licensed to do so. If you think you may have a medical emergency, call your doctor or 911 immediately. The Soulshape Platform is provided for informational purposes only and is not intended as a substitute for professional medical advice, diagnosis, or treatment. Reliance on the Platform or any material made available to you through the Platform is solely at your own risk.
By using the Platform or Services of Soulshape, you agree that you will not under any circumstances:
Should Soulshape find that you violated the terms of this Section or any terms stated herein, Soulshape reserves the right, at its sole discretion, to immediately terminate your use of the Platform and Services WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, OR HEARING. In order to protect the integrity of the Platform and the Services, Soulshape reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.
Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, music, audio, videos, fonts, logos, stickers, code and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement.
When you provide User Content via the Platform or Services, you grant Soulemetry (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform, and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.
We may choose to feature Wellness Practitioners and Your Wellness Site, your Soulshape Listings or names, trademarks, service marks or logos included on Your Wellness Sites. To grant us that right, you agree to grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of your Soulshape Service listings, profile, or any portion of Your Wellness Sites, including without limitation names, trademarks, service marks or logos on your business website, for the limited purpose of Soulshape marketing and promotional activities. For example, we may feature you or Your Wellness Site on our social media accounts or on Soulshape-affiliated sites. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Wellness Sites or names, trademarks, service marks or logos on Your Wellness Sites and any right of inspection or approval of any such use. You can opt out of being featured by contacting firstname.lastname@example.org. This Section does not affect any rights you may have under applicable data protection laws.
Subject to your compliance with these Terms, Soulemetry grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Soulemetry or its licensors, except for the licenses and rights expressly granted in these Terms.
You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.
You represent and warrant that your use of the Services are in compliance with applicable laws, including without limitation will not engage in the practice of medicine without appropriate licensure.
The Services let you share User Content including without limitation on social media and the open web, so please think carefully about your User Content. We’re not responsible for what you share via the Services.
You must comply with our Community Guidelines (which is incorporated herein by reference). You represent and warrant that your User Content and your use of the Services complies with our Community Guidelines.
Your Wellness Sites may have their own visitors, customers, and Wellness Customers. You understand and agree that (a) Your Wellness Sites and your Wellness Customers are your responsibility; (b) you’re solely responsible for providing products, services, and support to your Wellness Customers; (c) you’re solely responsible for compliance with any laws or regulations related to Your Wellness Sites and/or your Wellness Customers; and (d) you’re responsible to obtain any waivers or make any necessary disclosures that are required by State and Federal Law. We’re not liable for, and won’t provide you with any legal advice regarding, Your Wellness Sites or your Wellness Customers. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.
In order to utilize some Soulshape Services or product offerings, a Wellness Practitioner Member who registers to use the Platform must pay Soulshape a recurring monthly fee, booking commission fees, Stripe credit card charges and a Wellness Customer pays service charge for booking services that cost a fee. In addition, the Wellness Practitioner Member is responsible for any state or local sales taxes associated with the Services or product offerings purchased.
The Soulshape Platform may facilitate payments between Wellness Customers and Wellness Practitioner Members (“Marketplace Payments”) through our payment processing partner Stripe, but Soulshape is not a party to any such Marketplace Payments and does not handle funds on behalf of its Members. As a condition of receiving payment processing services through Stripe, you agree to provide Soulshape with accurate and complete information about you and your business, and you authorize Soulshape to share this information and transaction information related to your use of the payment processing services provided by Stripe.
All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If Soulemetry has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Soulemetry does not have a legal obligation to pay or collect indirect Taxes on a sale of paid Platform Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
Marketplace Wellness Practitioner are charged a commission of the total fees for any sale you make through your listing or derivative of your listings. The Commission shall automatically be deducted from your account at the time of transaction from the Wellness Customer.
To ensure uninterrupted service, after the trial period we'll automatically bill your Membership fees for access to the Soulshape Services and Platform every month until cancellation. We’ll automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this.
Membership fees will remain in effect until cancelled or terminated in accordance with this Agreement unless expressly waived by us in writing. You may cancel your Membership at any time via closing your account and by following the instructions on your account settings page. Our fees will appear on an invoice that we provide via the Services, within your eCommerce Payment Processor account(s) unless otherwise indicated. If you cancel your membership, all services and access to the platform will cease.
Wellness Customers are charged a service fee on top of any stated price of a Wellness Service or Product. If a service is complimentary the service charge is waived.
While you may cancel at any time, you won't be issued a refund except in our sole discretion, or if legally required. Some of the Membership Services offer a free trial so you can try out your Platform membership. Please note applicable statutory rights of cancellation may not result in a refund, as we do not charge for this trial period.
We may change our fees at any time. We’ll provide you with advance notice of these fee changes via email and/or notifications through the Platform and Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by canceling before your next payment date.
Soulshape does not endorse any Wellness Practitioner Member, user, or any Wellness Services, and Soulshape is not a party to any agreements between or among users, Members, or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user's or Member's use of any part of the Platform, including but not limited to any scheduling or other services. Members are required by these Terms to provide accurate information, and although Soulshape may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background.
Soulstar Wellness Practitioners are practitioners who undergo a vetting process by Soulshape personnel. Applying for a Soulstar Badge is open to everyone. The Soulstar designation only indicates that the Wellness Practitioner has completed a relevant account registration process and met user review standards and does not represent anything else. The Soulstar label description is not an endorsement, certification or guarantee by Soulshape and whether they or their Wellness Services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise responsibility, due diligence and care when deciding whether to trust your wellness to another person.
Upon completion of the Verified Wellness Practitioner vetting process, the Wellness Practitioner will have use of a Wellness Badge reflecting the status as a Soulstar Soulshape Practitioner for the terms set forth in the Soulstar pricing package. This Badge represent that we have sampled the Practitioner’s work and provided our feedback on the experience for Wellness Customers to use in their purchasing decision making. The review placed on the Practitioner’s Soulshape Review will include a non-endorsement disclaimer.
Practitioners who do not meet the vetting process standards may be asked to address any deficiencies or be subject to termination from the Platform. Practitioners will be refunded their soulstar fee if they don’t meet the vetting process standards or fail to address any deficiencies.
We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or advance notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Account or parts thereof, your User Content contained on the Platform; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).
Soulemetry Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Soulemetry and its licensors exclusively own all right, title, and interest in and to the Platform and Soulshape Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Soulemetry used herein are trademarks or registered trademarks of Soulemetry. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company's copyright agent (as designated herein) all of the written information specified below. Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. Please include the following:
Deliver this notice, with all items completed, to email@example.com with subject line “copyright”. Alternatively, you may mail the notice to:
Attention: Copyright Agent
2451 Erie Street
San Diego, CA 92110
Soulemetry’s response to notices of alleged copyright infringement may include the removal or restriction of access to allegedly infringing material. Please note that information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content.
This Platform may be hyperlinked to and by other websites which are not maintained by, or related to, Company. Hyperlinks to such sites are provided as a service to Users and are not sponsored by, endorsed or otherwise affiliated with this Platform or Company. Company has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a Company Website to another web page should be accessed at the User's own risk. Company makes no representations or warranties about the content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via this Platform.
To the fullest extent permitted by applicable law, Soulemetry makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. Soulemetry also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Soulemetry, shall create any warranty. Soulemetry makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Soulemetry and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Platform, Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Wellness Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Platform and/or Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Platform and Services.
In no event will the collective liability of Soulemetry and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors, regardless of the form of action (whether in contract, tort, or otherwise), exceed the greater of $100 or the amount you have paid to company for the applicable content or service out of which liability arose. All claims made by you hereunder must be made within one year of the action to which such claim relates or forever be barred.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
For any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Diego, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in San Diego, California. Use of the Application and Platform is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitations, this section.
Please read this section carefully, it significantly affects your legal rights. Any disputes, claims or controversies whether in arbitration or court, will be conducted only on an individual basis and not on behalf of, or as part of, any purported class, consolidated, representative or private attorney general proceeding. You further acknowledge and agree that you shall not participate in any class, consolidated, representative or private attorney general proceeding (existing or future) brought by any third party involving a dispute or claim. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated. The terms of this provision will be binding on you, your heirs, successors, and assigns.
By using the Platform or Services of Soulshape, you agree to allow Soulemetry to communicate with you electronically, and you consent to electronic delivery of notices, documents, or products from Soulshape via the Soulshape Site, mobile application, online messaging platform, or e-mail. You also agree to check your Soulshape account, alerts, and messages, and the e-mail account reflected on your Soulshape on a reasonably regular basis to stay apprised of important notices and information about your account.
Soulshape reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.
This Agreement and performance hereunder shall be governed by the laws of the State of California, without regard to conflicts of laws principles. Sole venue and jurisdiction for any proceeding under this Agreement shall in the state and federal courts located in San Diego, California.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Soulshape as a result of this Agreement or use of Company's Websites.
The failure of Soulshape to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of the Company.
Other than payment obligations, neither Soulemetry nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.
Please report any violations of this Agreement to the Company firstname.lastname@example.org. If you have any questions regarding this Agreement, please contact us at email@example.com.