1. Applicability.

(a) These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Soul Sanctuary Tarot, LLC, its designated employees, independent contractors, and agents (collectively referred to hereinafter as the "Service Provider") to the client named in the order confirmation (the “Order Confirmation”) (referred to hereinafter as the "Client").

 

(b) The accompanying Order Confirmation and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern.

 

(c) These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.

 

2. Services. Service Provider shall provide the services to Client as described in the Order Confirmation (the "Services") in accordance with these Terms.

 

3. Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only. Service Provider reserves the right to cancel and or reschedule any Service according to the Service Provider’s availability. 

 

4. Client's Obligations. Client shall cooperate with Service Provider in all matters relating to the Services including, but not limited to:

(a) providing such Client materials or information as Service Provider may reasonably request and Client considers reasonably necessary to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects; 

 

(b) arriving to scheduled appointments on time; 

 

(c) promptly paying for services, in-full, prior to each appointment; and

 

(d) notifying the Service Provider with a minimum of 48 hour cancellation notice.

 

5. Client's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

 

6. Change Orders. Upon delivery of the Order Confirmation, the Client may not change the scope or performance of the Services. 

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(a) Refunds. All transactions are final and it is our general policy that refunds will not be offered or issued. The Service Provider reserves the right to issue refunds in extraordinary circumstances at the Service Provider’s sole discretion.

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(b) Cancelations. Client initiated cancellations are permissible up to 48-hours before the scheduled appointment date and time. Cancelled appointments made prior to 48-hours may be rescheduled subject to the availability of the Service Provider. Service Provider reserves the right to cancel any appointments at any time, with or without notice, for any reason as determined at the sole discretion of the Service Provider. In the event of a Service Provider-initiated cancellation, the Client may be entitled to one of the following remedies to be determined at the sole discretion of the Service Provider:

 

(i) rescheduling of the appointment for a future date and time mutually agreed upon in writing by both the Client and Service Provider; or

 

(ii) a full-refund, less any and all transaction fees, to be issued for appointments not willing to be rescheduled by the Service Provider.

 

Cancellations made less than 48-hours prior to scheduled appointments will not be accepted and the Client agrees to continue payment of the full-amount of the booking.

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7. Fees and Expenses; Payment Terms; Non-Payment Remedies.

(a) In consideration of the provision of the Services by Service Provider and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Order Confirmation.

 

(b) Client shall pay all invoiced amounts due to Service Provider upon booking the Services of the Service Provider. Client shall make all payments hereunder in US dollars by electronic payment via credit or debit card. 

 

(c) In the event payments are not received by Service Provider upon the reservation booking of Services, Service Provider may suspend performance for all Services until payment has been made in full.

 

8. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

 

9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the "Deliverables") except for any Confidential Information of Client or Client materials shall be owned by Service Provider. 

 

10. Service Provider’s Confidential Information.

(a) All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Clients, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Service Provider. Confidential Information does not include information that is:

 

(i) in the public domain;

 

(ii) known to Client at the time of disclosure; or

 

(iii) rightfully obtained by Client on a non-confidential basis from a third party.

 

(b) Client agrees to use the Confidential Information only to make use of the Services and Deliverables.

 

(c) Service Provider shall be entitled to injunctive relief for any violation of this Section.

 

11. Representation and Warranty.

(a) Service Provider represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

 

(b) The Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless Client gives written notice of the defective Services, reasonably described, to Service Provider within five (5) days of after Client received the aforementioned Services.

 

(c) Subject to Section 11(b), Service Provider shall, in its sole discretion, either:

 

(i) repair or re-perform such Services (or the defective part); or

 

(ii) credit or refund the price of such Services at the pro rata contract rate.

 

(d) WHILE CLIENT MAY DERIVE EMOTIONAL OR PSYCHOLOGICAL RELIEF FROM SERVICES PROVIDED BY SERVICE PROVIDER, CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT NONE OF THE SERVICES PROVIDED BY SERVICE PROVIDER CONSTITUTE LEGAL, MEDICAL, MENTAL HEALTH, FINANCIAL, OR ANY OTHER FORM OF ADVICE OR COUNSEL REGULATED BY A PROFESSIONAL REVIEW BOARD OR AGENCY. THE STATEMENTS AND/OR ADVICE GIVEN BY THE SERVICE PROVIDER ARE INTENDED TO SUBSTITUTE FOR ADVICE OR COUNSEL PROVIDED BY LICENSED ATTORNEYS, PHYSICIANS, MENTAL HEALTH PROFESSIONALS, OR INVESTMENT ADVISORS.

 

(e) SERVICE PROVIDER REPRESENTS AND WARRANTS THAT NONE OF THE SERVICES PROVIDED ARE INTENDED TO BE USED FOR THE PURPOSES OF PREDICTING FUTURE EVENTS SERVICE PROVIDER IS NOT A PSYCHIC NOR CLAIMS POSSESSION OF ANY EXTRASENSORY ABILITIES INCLUDING, BUT NOT LIMITED TO EXTRASENSORY PERCEPTION, PSYCHIC PREMONITIONS, THE ABILITY TO CONTACT SPIRITUAL ENTITIES, AND ANY OTHER SIMILARLY RELATED ABILITIES. SERVICE PROVIDER REPRESENTS THAT ALL SERVICES ARE PROVIDED AND DESIGNED BASED ON ESTABLISHED PRINCIPLES, THEORIES, AND FACTUAL INFORMATION, AS REASONABLY KNOWN TO THE SERVICE PROVIDER, DERIVED FROM THE FIELDS OF PSYCHOLOGY, PHILOSOPHY, ANTHROPOLOGY, AND HISTORY.

 

(f) THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).

 

12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OFA THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

 

13. Limitation of Liability.

(a) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

(b) CLIENT ACKNOWLEDGES AND ACCEPTS SOLE LIABILITY AND FULL RESPONSIBILITY FOR ANY AND ALL ACTIONS THEY MAY TAKE BEFORE, DURING, AND AFTER SERVICES ARE PROVIDED AND INDEMNIFIES THE SERVICE PROVIDER FROM ALL LIABILITY, WITHOUT RESERVATION OR EXCEPTION, ARISING FROM THE ACTIONS THE CLIENT MAY TAKE IN RESPONSE TO THE SERVICES PROVIDED BY THE SERVICE PROVIDER.

 

(c) IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE ORDER CONFIRMATION PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

16. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

17. Force Majeure. Service Provider shall not be deemed liable or responsible to the Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the control of the Impacted Party. 

 

18. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null

and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

 

19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise,

employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

20. Governing Law.

(a) All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio.

 

(b) Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

 

21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such

other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) [or email] or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

 

24. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

25. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, and Survival.

 

26. Amendment and Modification. This Agreement may be amended or modified at any time and without notice at the sole discretion of the Service Provider. Service Provider may, from time to time, provide notice to Client of substantive changes to this Agreement as deemed necessary in the sole discretion of the Service Provider.