Vista Celestial

This document sets out the terms on which Healthwiser Limited Limited trading as yovada.com ('Yovada') provides you with access to www.yovada.com ('Website'). Please read these terms carefully before using the website. You acknowledge that by using the website (wholly or partly) in any way, you agree to be bound by these terms. If you do not accept these terms, you will not be able to use the website and/or place your order for any of the events made available for purchase (‘Products’)using the website.

1. INFORMATION ABOUT YOVADA.COM LIMITED AND THE WEBSITE

1.1 The Website is owned and managed by Healthwiser Limited, a company registered in Hong Kong with the company registration number 2158737

1.2 Yovada provides you with the facility to view, browse and make purchase of the Products from the event organisers using the Website. You understand and agree that the Products are not supplied by Yovada nor does Yovada participate in any part of the sale and purchase transaction between you and the event organisers. Yovada acts as a venue to allow users who comply with Yovada's policies to offer, sell, and buy the Products. Yovada is not directly involved in the transaction between you and event organisers. Consequently, you further acknowledge and agree that any contracts for the purchase of the Products shall be strictly between you and the Seller of that Product, the event organiser.

1.3 Yovada shall be entitled at its own discretion to suspend the Website for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades and shall not be liable to you for any such suspension or unavailability of the Website.

1.4 Yovada reserves the right to make any changes to the Website including any functionalities and content therein or to discontinue any aspect of the Products or features of the Website therefor without notice.

2. PRELIMINARY INFORMATION

2.1 In order to use to the Website, you warrant that:

2.2 you are legally capable of entering into any binding contracts;

2.3 you are at least 18 years old and above; and

2.4 you are not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms.

. PERSONAL INFORMATION PROVIDED

3.1 To make an enquiry, reservation or booking you will need to provide certain basic details such as full name and email

3.2 You hereby warrant that the information provided to Yovada is true, accurate and correct. You further warrant that you shall promptly notify Yovada in the event of any changes to such information.

3.3 Upon the completion and submission of any online forms by you to Yovada, Yovada shall send you a confirmation email to your email address provided. Without prejudice to the other rights and remedies of Yovada, Yovada reserves the right to promptly suspend your access to the Website or your ability to browse the Website and/or use any of the features and functionalities of the Website if Yovada has any reason to believe that you have breached any of the provisions set out herein.

3.4 Subject to the provisions herein, you may access all functionalities available on the Website, including without limitation, browsing the Website and the Products advertised, contacting the event organisers and purchasing the Products.

4. FORMATION OF CONTRACT

4.1 The date of commencement of your Contract with Yovada shall be determined as follows upon your first use of the Website, and such Contract shall be effective and in force until terminated by either party in accordance with clause 5 of these Terms.

4.2 Notwithstanding the foregoing, we reserve the right at our sole and absolute discretion and for whatever reason to refuse you access to the Website (partly or wholly)

5. TERM AND TERMINATION

5.1 Unless otherwise expressly set out to the contrary herein, Yovada’s Contract with you shall remain in force for the duration in which you access the Website, having use of certain features and functionalities therein

5.2 Yovada may suspend or terminate your access to the features and functionalities of the Website in the event that:

5.3 third party services and network providers cease to make the third party service or network available to Yovada;

5.4 Yovada believes that you have failed to comply with one or more of these Terms;

5.5 Yovada believes that there has been fraudulent use, misuse or abuse of features and functionalities of the Website (in whole or in part);

5.6 Yovada believes that you have provided it with any false, inaccurate or misleading information; or

5.7 Yovada believes that you are in the business of re-selling, promoting the Products or any aspect of the Website for resale or if you are otherwise engaged in all other similar activities.

.8 Upon termination of your Contract with Yovada, your access to the features and functionalities of the Website (in whole or in part) shall cease.

6. YOUR OBLIGATIONS

6.1 You agree that you are solely responsible and liable for all activities on the Website

6.2 You agree you shall not submit to appear on the Website, any review, comment, link or other material whatsoever ('User Submissions') that may reasonably be deemed to be offensive, illegal, inappropriate or in any way:

6.2.1 promote racism, bigotry, hatred or physical harm of any kind against any group or individual;

6.2.2 harass or advocate harassment of another person;

6.2.3 display pornographic or sexually explicit material;

6.2.4 promote any conduct that is abusive, threatening, obscene, defamatory or libellous;

6.2.5 promote any illegal activities;

6.2.6 provide instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;

6.2.7 promote or contain information that you know or believe to be inaccurate, false or misleading;

6.2.8 engage in or promote commercial activities and/or sales, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes, without the prior written consent of Yovada; or

6.2.9 infringe any rights of any third party.

6.3 You acknowledge that making a User Submission does not guarantee that such User Submission, or any part thereof, shall appear on the Website, but agree that Yovada may, at its sole discretion, choose to display any User Submission or any part of a User Submission that you make on the Website and hereby grant to Yovada a non-exclusive, perpetual, irrevocable, worldwide licence to do so.

6.4 You warrant and represent that you own or are licensed to use any and all the intellectual property rights in any User Submissions that you make to the Website.

6.5 You hereby grant to Yovada a non-exclusive, irrevocable licence to make your User Submissions available to the event organiser and other users of the Website and to edit your User Submissions in the event that Yovada deems it necessary or desirable to do so for any reason.

6.6 If you feel that any User Submission made by the event organisers and/or other users is objectionable, you are encouraged to contact Yovada using the contact details set out. Yovada shall use its reasonable endeavours to review the relevant User Submission as soon as is practicable and shall take such action as it deems necessary, if any.

6.7 You further agree that at all times, you shall:

6.7.1 not impersonate another person on our website;

6.7.2 not allow any other person to communicate on your behalf;

6.7.3 not use the information presented on the Website for any purposes other than those expressly set out in these Terms;

6.7.4 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Website or in respect of the network;

6.7.5 not use the Website, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;

6.7.6 not use any information obtained using the Website otherwise than in accordance with these Terms;

6.7.7 comply with all instructions and policies from Yovada from time to time in respect of the Website;

6.7.8 co-operate with any reasonable security or other checks or requests for information made by Yovada from time to time; and

v6.7.9 use the information made available to you on the Website at your own risk.

6.8 In the event that Yovada, in its sole and absolute discretion, considers that you have breached any of the terms set out, Yovada shall reserve the right to take any action that it deems to be necessary, including without limitation, the termination forthwith and without notice, your use of and access to the Website; and in the case of illegal use, the instigation of legal proceedings as appropriate.

6.9 Without prejudice to any of Yovada’s other rights and remedies, Yovada reserves the right, in its sole and absolute discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of any of these terms.

7. YOUR CONTRACT WITH THE SELLER

7.1 If you wish to purchase the Product advertised on the Website, you may contact the eventv organiser and finalise the purchase of the Product using the features and functionalities available to you on the Website.

7.2 You acknowledge and agree that Yovada only provides you with the facility to browse the content of the Website, make User Submissions and to purchase the Products from the Seller using the Website. Consequently, you understand that Yovada is not a participant in any way, in the sale and purchase process between you and the event organiser.

7.3 You further acknowledge and agree that your purchase of the Product shall be governed by a contract between you and the event organiser and Yovada shall not be liable in any way and for any reason whatsoever in respect of the contract between you and the event organiser for the purchase of the Product.

7.4 If you are unsure about the terms of the contract between you and the event organiser for the purchase of the Product, Yovada recommends that you seek legal advice prior to your purchase and/or use of the Product.

8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

8.1 All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral in respect of the Website and the Product, are hereby expressly excluded to the fullest extent permissible by law.

8.2 All information made available to or accessible by you using the Website or in respect of the Product including any User Submission or editorial materials provided by Yovada or any third party are provided 'As Is' without any conditions, warranties, guarantees or terms of any kind and are intended as information only. Such information shall not in any way and for any reason at any time constitute advice of any nature. Consequently, any such information must not be relied on to assist in making or refraining from making a decision or to assist in deciding on a course of action.

8.3 You acknowledge that Yovada shall have no control over the quality, price, or legality of the Products offered including without limitation any of the information provided by the event organisers in respect of the transaction for the sale and purchase of the Product.Accordingly, Yovada shall not be liable to you for any inaccuracies in respect of the information relating to a Product, the price of the Product or your transaction with an event organiser.

8.4.Yovada shall not be liable for any indirect or consequential losses, expectations of a specific nature or anticipated outcome, anticipated savings, loss of management time, loss of profit, loss of data, loss of business and contract, loss of goodwill and reputation or any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with your use and/or reliance of the Website and the contents therein.

8.5 Links to third party websites may appear on the Website. Such third party websites are not the responsibility of Yovada and Yovada accepts no responsibility for the availability, suitability, reliability or content of such third party websites and does not endorse the views expressed therein.

8.6 In the event you have a dispute with one or more of the event organisers, you hereby release Yovada from any claims, demands and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such disputes.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Yovada and its licensors own all rights in the intellectual property rights relating to the Website.

9.2 You are expressly prohibited from:

9.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website including without limitation, any images in any format of the Products and submissions in the form of articles and write-ups made available on the Website; and

9.2.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by Yovada and/or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Yovada or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to Yovada.

10. PRIVACY POLICY

10.1 Yovada enforces a strict privacy policy which is available on the website.

11. GENERAL

11.1 If Yovada fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.

11.2 A waiver by Yovada of any default shall not constitute a waiver of any subsequent default.

11.3 No waiver by Yovada of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

11.4 All notification and communication to Yovada should be sent to the contact details set out on the Website.

11.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

11.6 These Terms represent the entire agreement between you and Yovada in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

11.7 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us except as expressly set out in these Terms.

11.8 These Terms are governed by and construed in accordance with the law of Hong kong.

11.9 Yovada reserves the right to modify these Terms at any time. Any changes we may make to this Terms of Use document in the future will be notified and made available to you using the Website

This document sets out the terms on which Healthwiser Limited trading as yovada.com provides you('Partner / Event Organiser') with commercial access and use of yovada.com ('Website'). You acknowledge that by using the website (wholly or partly) in any way, you agree to be bound by these terms. If you do not accept these terms, you will not be able to use the website and/or place your events on the website available for purchase ('Events')

-

HEADS OF TERMS

-

1. Yovada will create, edit and manage event listings for Event Organisers on yovada.com

2. Yovada will provide referrals and/or bookings from website users to these Event Organisers

3. Our online booking fee is 10% for Teacher Training / 15% for Retreats

4. Fees will be charged directly to the customer upon booking through our website. The Event Organiser charges the balance depending on their own booking conditions

5. Yovada provides a 14 day period for free cancellation and full refund of the booking fee to it’s website users( if the booking is made 90 days prior to the event starting through Yovada's payment gateway) during which the booking can be cancelled.If such is made then the booking is cancelled and Yovada and the website user owes the Event Organiser no monines.

6. Yovada will invoice the Event Organiser 10% or 15% of the event cost to the website user once the website user pays the Event Organiser in full if an enquiry or reservation originating from Yovada completes a direct booking for an event with the Event Organiser.

- -

1. INFORMATION ABOUT YOVADA.COM, THE WEBSITE

1.1 The Website is owned and managed by Healthwiser Limited, a company registered in Hong Kong with the company registration number 2158737

1.2 Yovada provides users with the facility to view, browse and make purchase of Events from the event organisers using the Website. You understand and agree that Yovada does not participate in any part of the sale and purchase transaction between the event organiser and the user. Yovada acts as a venue to allow users who comply with Yovada's policies to offer, sell, and book events. Yovada is not directly involved in the transaction between Event Organisers and users. Consequently, you further acknowledge and agree that any booking contracts for the events shall be strictly between you the event organiser and the user.

1.3 Yovada shall be entitled at its own discretion to suspend the Website for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades and shall not be liable to you for any such suspension or unavailability of the Website.

1.4 Yovada reserves the right to make any changes to the Website including any functionalities and content therein or to discontinue any aspect of the events or features of the Website therefore without notice.These terms and conditions, as may be amended from time to time, apply to all our services directly or indirectly (through distributors) made available online, through any mobile device, by email or by telephone. By accessing and using our website or any of our applications through whatever platform (hereafter collectively referred to as the "website") and/or by registering as a partner, you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below (including the privacy statement).

2.COMMERCIAL TERMS

By registering as a partner you acknowledge that you are an event organiser and agree to our commercial terms. Yovada will provide you customer enquiries, reservations and bookings in the following ways.

2.1 Enquiries

Yovada provides a platform where a user of our website can contact you with questions and enquiries about the events you have listed on our website.These enquiries are forwarded through our website to the email you supplied on registration or updated at a later time. Yovada may respond to these enquiries on your behalf or choose to leave you to respond to these enquiries.You will receive emails from the User and from Yovada if we choose to respond on your behalf.At any time you can view these conversations at our website.Regardless of who responds and holds a digital conversation with the user, if an enquiry that originated from Yovada concludes in a booking by the user on one of your events then Yovada will charge you a 10% or 15% commission of the total cost to the user of their booking on your event.The User can make this booking through yovada.com where we will charge the 10% or 15% commission via our payment gateway or directly with you where we will invoice you for the 10% or 15% commission after the User has paid the event booking cost to you in full.The invoice is issued once you confirm receiving payment in full and is payable within seven days.

2.2 Reservations

Yovada provides a platform where a user of our website can make a reservation to be a participant on an event you have listed on our website.These reservations are forwarded through our website to the email you supplied on registration or updated at a later time. Yovada may respond to these reservations on your behalf or choose to leave you to respond to these reservations.You will receive emails from the User via Yovada and from Yovada if we choose to respond on your behalf.At any time you can view these conversations at our website.Regardless of who responds and holds a digital conversation with the user, if a reservation that originated from Yovada concludes in a booking by the user on one of your events(listed on our website) then Yovada will charge a 10% or 15% commission of the total cost to the user of their booking on your event.The User can make this booking through yovada.com where we will charge the 10% or 15% commission via our payment gateway or directly with you where we will invoice you for the 10% or 15% commission after the User has paid the event booking cost in full.The invoice is issued once you confirm receiving payment in full and is payable within seven days.

2.3 Bookings

Yovada provides a platform where a user of our website can make a confirmed booking to be a participant on an event you have listed on our website.The user does this by paying a deposit directly to Yovada through our payment gateway.It is your choice if the user can make direct bookings or not.These bookings are forwarded through our website to the email you supplied on registration or updated at a later time.If a user makes a booking on our website for an event that you have listed then we charge 10% or 15% of the total associated cost.This 10% or 15% represents a deposit for the user’s booking with you and our commission for supplying the booking to you.You then charge the user the balance directly according to your booking terms.

2.4 Cancellation

We offer the user a 14 day free cancellation and refund of this deposit IF the booking is made at least 90 days before the start of the event.This cancellation term is separate to your booking and cancellation terms.We will display your terms on the booking pages and booking email to the User and after the initial booking is made it is your responsibility to make arrangements with the User to fulfil your booking terms.

If you cancel an event or a participant cancels their attendance at an event it is your responsibility to inform yovada of such immediately.If you do cancel an event it is your responsibility to refund all monies paid to you and Yovada by a participant who originated from Yovada.

2.5 Accommodation types

As part of the details of an event a user can browse, enquire, reserve or book an accommodation type associated with an event.These accommodation types are presented separately as a choice and the description and associated media that are displayed have been provided by you.It is your responsibility to make sure that you describe the accommodation types correctly and apply the correct surcharge amounts for the accommodation types at different times of year inclusive of all taxes and local charges by using our extranet.If an accommodation type becomes fully booked it is your responsibility to update our extranet to be correct and current.If you do not update our extranet and we subsequently receive a booking then it is your responsibility to work with us and the customer to provide an alternative solution that is satisfactory and of equal comfort, situation and value.

3.Partner Responsibilities

If you register as a partner and agree to our terms and conditions then Yovada agrees to publish your appropriate event listings in our database and make them appear in our search results based on the event criteria you have provided.

It is your responsibility to

3.1 supply correct details and associated media about your events through our extranet and via email with our customer services

3.2 keep this information up to date and current through our extranet

3.3 delete an event immediately when it is cancelled

3.4 update an accommodation type as fully booked when it becomes so

3.5 generally keep all event details current and correct and representative of the event through the use of our extranet

3.6 answer all end user questions within 24 hours via our platform if Yovada does not answer the question for you

3.7 communicate with customers within 24 hours following reservations and bookings on one of your events to supply them with the relevant further information about the event, the booking and the terms so that the end user may contract with you in the appropriate way

3.8 inform Yovada where a user enquiry or reservation that originated from Yovada concludes in a booking which is then applicable to a booking fee of 10% or 15%.

3.9 inform Yovada immediately if an event is cancelled or a participant cancels their attendance on an event

4.GENERAL OBLIGATIONS

4.1 You agree that you are solely responsible and liable for all your activities and content on the Website

4.2 You shall promptly notify Yovada in the event there is a breach of security or any unauthorised use of your Login Details.

4.3 You agree that as a Partner with access to make submissions on the Website, you shall not submit to appear on the Website, any review, comment, link or other material whatsoever ('User Submissions') that may reasonably be deemed to be offensive, illegal, inappropriate or in any way:

4.3.1 promote racism, bigotry, hatred or physical harm of any kind against any group or individual;

4.3.2 harass or advocate harassment of another person;

4.3.3 display pornographic or sexually explicit material;

4.3.4 promote any conduct that is abusive, threatening, obscene, defamatory or libellous;

4.3.5 promote any illegal activities;

4.3.6 provide instructional information about illegal activities, including violating someone else's privacy or providing or creating computer viruses;

4.3.7 promote or contain information that you know or believe to be inaccurate, false or misleading;

4.3.8 engage in or promote commercial activities and/or sales, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes, without the prior written consent of Yovada; or

4.3.9 infringe any rights of any third party.

4.4 You acknowledge that making an event Submission does not guarantee that such event Submission, or any part thereof, shall appear on the Website, but agree that Yovada may, at its sole discretion, choose to display any Submission or any part of a Submission that you make on the Website and hereby grant to Yovada a non-exclusive, perpetual, irrevocable, worldwide licence to do so.

4.5 You warrant and represent that you own or are licensed to use any and all the intellectual property rights in any event Submissions that you make to the Website.

4.6 You hereby grant to Yovada a non-exclusive, irrevocable licence to make your Event Submissions available to the Users of the website and other users of the Website and to edit your Event Submissions in the event that Yovada deems it necessary or desirable to do so for any reason.

4.7 You further agree that at all times, you shall:

4.7.1 not use your Login Details with the intent of impersonating another person;

4.7.2 not allow any other person to use your Login Details;

4.7.3 not use the information presented on the Website for any purposes other than those expressly set out in these Terms;

4.7.4 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Website or in respect of the network;

4.7.5 not use the Website, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;

4.7.6 not use any information obtained using the Website otherwise than in accordance with these Terms;

4.7.7 comply with all instructions and policies from Yovada from time to time in respect of the Website;

4.7.8 co-operate with any reasonable security or other checks or requests for information made by Yovada from time to time; and

4.7.9 use the information made available to you on the Website at your own risk.

4.8 In the event that Yovada, in its sole and absolute discretion, considers that you have breached any of the terms set out in this document, Yovada shall reserve the right to take any action that it deems to be necessary, including without limitation, the termination forthwith and without notice, your use of and access to the Website; and in the case of illegal use, the instigation of legal proceedings as appropriate.

4.9 Without prejudice to any of Yovada's other rights and remedies, Yovada reserves the right, in its sole and absolute discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of these terms.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Healthwiser Limited, Yovada and its licensors own all rights in the intellectual property rights relating to the Website.

5.2 You are expressly prohibited from

5.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website including without limitation, any images in any format of the Products and submissions in the form of articles and write-ups made available on the Website; and

5.2.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by Yovada and/or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Yovada or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to Yovada.

6. PRIVACY POLICY

6.1 Yovada enforces a strict privacy policy which is available on our website

7. GENERAL

7.1 If Yovada fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.

7.2 A waiver by Yovada of any default shall not constitute a waiver of any subsequent default

7.3 No waiver by Yovada of any of the Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

7.4 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

7.5 These Terms represent the entire agreement between you and Yovada in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

7.6 You acknowledge that in entering into these Terms, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us except as expressly set out in these Terms.

7.7 To the extent permitted by law, these terms and conditions and the provision of our services shall be governed by and construed in accordance with Hong Kong law and any dispute arising out of these general terms and conditions and our services shall exclusively be submitted to the competent courts in Hong Kong.

7.8 Yovada reserves the right to modify these Terms at any time. Any changes we may make to this Terms of Use document in the future will be notified and made available to you using the Website.

8. Disclaimer

To the extent permitted by law, Healthwiser Limited and Yovada and any of our officers, directors, employees, representatives, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, licensees, agents or others involved in creating, sponsoring, promoting, or otherwise making available the site and its contents shall NOT be liable for

(i) any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim,

(ii) any inaccuracy relating to the (descriptive) information (including prices, availability and ratings) of an event or venue as made available on our website,

(iii) the services rendered or the products offered,

(iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, pursuant to, arising out of or in connection with the use, inability to use or delay of our website, or

(v) for any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, (gross) negligence, willful misconduct, omissions, nonperformance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to you the event organiser (its employees, directors, officers, agents, representatives or affiliated companies),or the venue (its employees, directors, officers, agents, representatives or affiliated companies)including any (partial) cancellation, overbooking, strike, force majeure or any other event beyond our control.

BY REGISTERING AND SIGNING UP TO YOVADA.COM PARTNER PROGRAM AS AFFILIATE PARTNER, THE AFFILIATE ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT (THE “AGREEMENT”). BETWEEN: 1. Healthwiser Limited, a company incorporated in Hong Kong and owner of yovada.com and 2. THE AFFILIATE, whose details are set out in the Affiliate Partner Registration Form (the “Affiliate”). WHEREAS: (i) Healthwiser Limited operates an online holiday reservation system (the "System") through which participating Organizers can make their holiday package available for reservation, and through which visitors can make reservations at such Organizers (the "Service"); (ii) Healthwiser Limited maintains its own website (Yovada.com), and also provides the Service and links to the Service on the websites of third parties; (iii) the Affiliate owns, controls, hosts and/or operates one or more Internet domains, websites or social accounts; (iv) the Affiliate and Healthwiser Limited wish that the Affiliate makes the Service (directly or indirectly) available to its customers and visitors of the Affiliate online property(s) and in such form and on such terms and conditions as set out in this Agreement. THE PARTIES HAVE AGREED AS FOLLOWS:

-

1. SCOPE OF THIS AGREEMENT

1.1 Non-exclusivity. Subject to the terms and conditions of this Agreement, the Affiliate shall operate as a non-exclusive distributor (affiliate) of Yovada.com.
1.1.1 For the term of this Agreement, Parties have agreed that the Services offered by Yovada.com shall be made available by Healthwiser to the Affiliate and on it’s online property(s) .
1.1.2 When a booking is made by a visitor on or through the Affiliate Properties through the System, Yovada.com shall be solely responsible for the transmission of the relevant reservation details from the visitor who completed a reservation to the organizer (e.g. the date of arrival, number of nights, room type, and room rate, guest name, address and credit card details) and (sending of) the subsequent (email) confirmation to the Guest.
1.1.3 The Service shall include customer services to and for the benefit of the Guests. The Affiliate shall promptly refer and/or forward all customer service related issues and questions in respect of the Service directly to Yovada.com

2.3 Link, Micro Site or XML

2.3.1 In the event that the Service is made available through a Link, the Affiliate shall at its own costs integrate and make the Link available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Property(s) as mutually agreed upon by both Parties.
2.3.2 In the event that the Service is made available through the Micro Site, the Affiliate shall at its own costs integrate and make the Connections and/or the Micro Site available at such prominent place(s), web-pages and in such place, size and form on the Affiliate Property(s) as mutually agreed upon by both parties.

3.LICENSE

3.1.1 Yovada.com hereby grants the Affiliate a non-exclusive and worldwide right and license (or sublicense as applicable):
(a) to display such elements of the Yovada.com content and such further information of the Hotels on the Affiliate Property(s), all as provided or made available by yovada.com to the Affiliate; (b) to promote and market the Service subject to the terms set out in this Agreement.
3.1.2 Yovada.com hereby grants the Affiliate a worldwide right and license: (a) to incorporate, integrate, include and display the Link, the Micro Site and/or the Connection (as applicable) on the Affiliate Website(s), and (b) to make the Service available on the Affiliate Website(s) and Online Property(s).
3.2 No sublicense right and non-disclosure
3.2.1 Unless agreed otherwise in writing by Yovada.com, the Affiliate shall not (i) be entitled to sublicense the rights granted to it or (ii) sublicense the Link or Connection to any third party, or (iii) hyperlink to yovada.com via or in collaboration with (the websites of) companies within the Affiliate Group and/or third parties. 3.2.2 Unless agreed otherwise by yovada.com in writing or save as set out otherwise in this Agreement, the Affiliate shall not directly or indirectly be entitled to sell, use, transfer, (sub)license, communicate or otherwise disseminate the Yovada.com content (i) to any third party, (ii) for price/availability comparison purposes, sites, reviews or investigations, or (iii) for any other purpose other than generating Hotel reservations through the Service.

4. COVENANTS AND UNDERTAKINGSk

4.1 The Affiliate agrees not to take or omit to take any action which may affect yovada.com's relationship with the Hotels available on yovada.com. The Affiliate agrees not to cause or permit to be done anything which may cause Yovada.com to be excluded from the process of booking with any Hotel, moreover, the Affiliate shall not in a negative or detrimental way speak of or comment on the business of Yovada.com and shall not persuade, induce or attempt to induce any Hotel to terminate its contract with or reduce its business with Yovada.com. 4.1.1 The Affiliate agrees not to communicate with any Organizer in respect of bookings made through the System or for any customer service reason in respect of such bookings made through the System
4.1.2 The Affiliate shall duly and diligently maintain the contents of the Affiliate Websites and shall keep the Affiliate Property(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Hotels after becoming aware of such errors or being notified by Yovada.com.
4.1.3 The Affiliate shall not programmatically evaluate and extract information (including guest reviews) from any part of Yovada.com by scrapping or otherwise
4.1.4 The Affiliate shall not make any static copy of the Content or any part of yovada.com on the Affiliate’s own server (including guest reviews).
4.1.5 The Affiliate shall not make any bookings or reservations with any Organizer on yovada.com or the Affiliate’s Property(s) with the purpose of reselling such booking or reservation to or for the benefit of a third party.
4.1.6 yovada.com will provide the Affiliate with a unique link to a secured website of Yovada.com (the "Secured Website"), user ID and password which allows the Affiliate to monitor the booking of accommodation through the Affiliate Website(s) and all relevant management information made available online. The Affiliate shall safeguard and keep the user ID and password confidential and safely stored.This data in the login area is not to be relied upon for revenue share earnt. This data will be reconciled and provided manually by the 10th of each month for the following month.The Affiliate agrees and acknowledges that the restrictive covenants, undertakings, commitments, obligations and restrictions set out in this Clause are of material importance to yovada.com in particular for (i) its willingness to enter into this Agreement with the Affiliate and make the Service, the Content and it’s Intellectual Property Rights (directly or indirectly) available to the Affiliate, and (ii) the protection of goodwill, the Property Rights, product, service and (market) reputation of Yovada.com. Furthermore, the Affiliate agrees and acknowledges that all covenants, undertakings, commitments, warranties, obligations and restrictions set out in this Clause shall (a) be promptly, duly and diligently complied with by the Affiliate, and (b) also apply in respect of the companies within the Affiliate Group and the Affiliate shall warrant and undertake that the companies within the Affiliate Group shall observe, adhere to, comply with and act in accordance with the terms and conditions set out in this Clause
4.1.7 The Affiliate acknowledges that Yovada.com and/or its licensors shall retain ownership of all rights, title and interest in and to all Intellectual Property Rights in Yovada.com, including (but not exclusively) the logo and the Content.
4.1.8 The Affiliate shall not disclose, integrate, include, use, combine, exploit, incorporate or otherwise make the Content (or any part thereof) available (a) with its own content and/or the content of any Yovada.com Competitor (including the Hotels), or (b) to or for the benefit of (i) itself (save for enabling the Service and the System in accordance with the terms of this Agreement), or (ii) any yovada.com Competitor (including the Hotels) (whether for the promotion of, marketing of, reference to, promotion of, advertising of or otherwise in the interest of or to such party), or (c) for any other purpose or in any other manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement. The Affiliate shall not amend, alter, modify, distort, create new works based on and/or derived from the Content and the Content shall not include a (direct or indirect) link, reference, click-through or reference to (the website of) a Yovada.com Competitor (including the Hotels).
4.1.9 The Affiliate shall (and shall procure that the companies within the Affiliate Group shall) not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to Yovada.com or any variations, translations or misspellings thereof, included as part of the address.
4.2. By entering into this Agreement, Healthwiser Limited does not (explicitly or tacitly) waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise (now or in the future) in respect of the Yovada.com Intellectual Property Rights vis-à-vis the Affiliate or other third parties.
4.4 Promotion and marketing
4.4.1 During the term of the Agreement, the Affiliate agrees and warrants that it shall not (and shall procure that companies within the Affiliate Group shall not) conduct, undertake, use, perform or exercise (or have or authorize third parties (to) conduct, undertake, use, perform or exercise) (a) Paid Search, SEM or SEO activities, (b) any activity to unfairly influence the results of Third Party Platforms, or (c) any other form of online targeted advertising (whether directly, indirectly, or via or through Third Party Platforms) in respect of: (i) the Service; (ii) the yovada.com Website; (iii) the Content; (iv) the Yovada.com Data; (v) the Yovada Brand; (vi) the Organizer Brands or (vii) the Affiliate Website to the extent that the Paid Search, SEM, SEO or other online targeted advertising activities are related to (a) the offer, booking or reservation of Accommodation (whether through the Service or otherwise), or (b) information in respect of Accommodation.
4.4.2 The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the Affiliate could reasonably expect that any such actions fall under the scope of this Agreement.
4.4.3 During the term of this Agreement (and continuing thereafter) in respect of yovada.com the Affiliate shall immediately comply with any request made by Yovada.com to adhere to and comply with this Clause
4.4.4 The Affiliate covenants, undertakes and warrants to promptly adhere to, observe and comply with the Spamming Regulations (and all reasonable requests made by Yovada.com in this respect) in order to avoid any breach by yovada.com or the Affiliate Website(s) of such policies due to or in respect of the Affiliate Website(s). For the avoidance of doubt, the Affiliate cannot enforce any rights in this respect towards or vis-à-vis Yovada.com and hereby waives any (right of) defence or claims against Yovada.com in this respect.
4.5 Non-solicitation
4.5.1 The Affiliate agrees not to contact, solicit or accept any Organizer (i) as its business partner for bookings or reservation (directly or indirectly) on or through the Affiliate Website(s), (ii) for sale of advertisement space or other (online) advertisement or marketing purposes (whether through banners, click-through, (text) links, pop-ups or otherwise) on the Affiliate Website(s), or (iii) for any other reason

5. COMMISSION

5.1.1 Yovada.com will pay the Affiliate for each Materialised Transaction the percentage commission split of 40% of the commission received(10-15%) after subtracting the bank transaction fee of 5% for the number of Materialised Transactions. The Percentage Commission Split used to calculate the Commission owed to the Affiliate shall be subject to change, based on the number of Materialised Transactions. Invoicing
5.2.1 On or before the 10th business day of each month, Yovada.com shall provide the Affiliate with a full report & credit invoice stating the Commission payable that month (the “Invoice").This report is to be relied upon for the calculation of revenue share earnt.
5.3 Payment and transfer Commission
5.3.1 Yovada.com shall pay Commission to the Affiliate on a monthly basis, at the end of the month in which the guest stay has actuated, unless the amount of Commission due to the Affiliate at that time is less than $100, in which event Yovada.com will be entitled to postpone payment until the month when such amount is due or until the amount is claimed by the Affiliate after the termination of this Agreement.
5.3.2 All Commission payments shall be made by direct bank transfer or paypal, into the bank account / PayPal specified by the Affiliate, or into any other bank account that the Affiliate may notify to yovada.com from time to time.

6. REPRESENTATIONS AND WARRANTIES

6.1 Affiliate warranties The Affiliate hereby represents and warrants to Yovada.com that for the term of this Agreement: (i) the Affiliate has all necessary rights, title to, power and authority to own, operate and use the Affiliate Website(s) (including the relevant domain name(s)) and to include the Link, the Micro Site or the Connection (as applicable) on the Affiliate Website(s); (ii) the Affiliate Website(s) shall not (a) violate Spamming Regulations, public policy and morals, or (b) contain any inappropriate, improper or unlawful content, reference, material, information, links or banners (e.g. in respect of porn or racism), defamatory statements, elements which violate the privacy of third parties or are abusive, offensive or obscene; (iii) the Affiliate holds and has complied with all permits, licenses and other governmental authorisations necessary for conducting, carrying out and continuing its operations and business, and (iv) the Affiliate is an independent contractor for all purposes, and will be responsible and liable for its own taxes, social contributions and all other tax related matters.
6.2 Parties warranties and undertakings
6.2.1 Each Party represents and warrants to the other Party that for the term of this Agreement: (i) it has the full corporate power and authority to enter into and perform its obligations under this Agreement; (ii) it has taken all corporate action required by it to authorise the execution and performance of this Agreement; (iii) this Agreement constitutes legal valid and binding obligations of that Party in accordance with its terms.

7. INDEMNIFICATION AND LIABILITY

7.1 Each Party (the "Indemnifying Party") shall be liable towards, and compensate, indemnify and hold the other Party (the "Indemnified Party") harmless for and against any direct damages, losses (excluding any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities, obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses (including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred by the Indemnified Party pursuant to: (i) a breach of this Agreement by the Indemnifying Party, or (ii) any claim from any third party based on any (alleged) infringement of the third party's Intellectual Property Right by the Indemnifying Party.
7.2 Maximum liability
7.2.1 Save as otherwise provided for in this Agreement, the maximum liability of a Party for all claims made against such party by the other Party under or in connection with this Agreement in a year shall not exceed the aggregate commission received or paid by such Party in the preceding year
7.3 Third Party Claim In the event of a third party claim, the indemnified Party shall promptly notify the other Party and Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defence and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence and settlement (in consultation and agreement with the indemnified Party and with due observance of both Parties' interests), and neither Party shall make any admission, file any papers, consent to the entry of any judgment or enter into any compromise or settlement without the prior written consent of the other Party (which shall not unreasonably be withheld, delayed or conditioned).
7.4 Waiver of consequential damages etc. In no event shall any Party be liable to the other Party for any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any indirect, special, punitive, incidental or consequential damages or losses whether such damages are (alleged as) a result of a breach of contract, tort or otherwise. All such damages and losses are hereby expressly waived and disclaimed.

8. TERM, TERMINATION AND SUSPENSION

8.1 8.1.1 Unless agreed otherwise, this Agreement shall commence on the date hereof for indefinite period of time. Each Party may terminate this Agreement with immediate effect at any time and for any reason, by written notice to the other Party. Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with immediate effect and without a notice of default being required
8.1.4 After termination, Yovada.com shall pay all outstanding commissions in accordance with the terms of this Agreement.
8.1.5 Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate and cease to have effect without prejudice to Party’s rights and remedies in respect of an indemnification or a breach by the other party of this Agreement.

9. MISCELLANEOUS

9.1 Notices
9.1.1 All notices and communications must be in English, in writing, and by email. Notices are deemed delivered and received upon successful transmission.10. Whole Agreement
10.1 This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, offers, undertakings or statements regarding such subject matter. 11.Assignment and third party beneficiary Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party.12. GOVERNING LAW AND JURISDICTION Governing law Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of Hong Kong. Any disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with by the competent court in Hong Kong.

Privacy Policy-Information on Data Protection

Yovada would like to ensure your trust in the online reservation of Yoga events.

Therefore, Yovada hereby informs you extensively about:

• What kind of information Yovada necessitates from you, and

• How this information is made use of

Yovada assures you that the data protection acts of the territory of Hong Kong are observed at all times.

ANONYMOUS USE OF RESERVATION SERVICE

You may at any time anonymously browse about events, rates and offers with our reservation service, i.e. without the requirement to issue any personal information

EVENT ENQUIRIES, RESERVATIONS AND BOOKINGS

In order to make an enquiry, reservation or booking via Yovada, personal data such as full name, email and credit card details are required in order to process the booking(s) – required data is explicitly indicated during the booking process. Obligatory and additional voluntarily submitted data is transferred to the respective event organiser for the arrangement of the contractual relationship.

TRANSACTIONAL DATA

When making a booking with Yovada, the required data needed to fulfill the contract is forwarded by Yovada to the individual contract partner, i.e. the event organiser. Your bookings will be recorded for the purpose of making the specific information accessible to you and the statistic information available to Yovada.

NEWSLETTERS

As a member of the Yovada Community (either by enquiring, reserving or booking an event,registering for our newsletter or by making a booking via our payment gateway on Yovada.com), you will receive newsletter communications from Yovada. In order to provide you with more relevant information and customize content to your needs and interests, we may in instances track which links you have clicked on in our emails and newsletters. By registering to the Yovada Community you explicitly agree hereto. Based on this information and other personal details you have provided to us as part of your membership and/or reservation(s) we may customize newsletters for you. You may unsubscribe from newsletter communications by following the instructions in the newsletter.

DELETION OF INFORMATION AND/OR ACCOUNT

On request, Yovada deletes your data completely and immediately. Please contact us via [email protected] if you should need to request this. Please note, that a deletion of data can only be fully completed when all open transactions have been closed.

COOKIES

For statistical purposes, Yovada makes use of Google Analytics, a web analytics service from Google Inc. (“Google”).This service uses "cookies" – text files that are stored on your computer and enable your use of the website to be analyzed. The information generated by the Google cookie regarding your use of this website is transferred to one of Google’s servers in the USA and stored there. However, since anonymisation is activated on this web page, Google shortens your IP address beforehand. Only in exceptional cases will the full IP address be transferred to one of Google’s servers in the USA and shortened there. Google uses this information on behalf of us to analyze your usage of the website, to compile reports on your website activity and to provide further services connected to the use of the website and Internet on our behalf. The IP address transferred from your browser via Google Analytics will not be combined with other data from

Google. You can prevent the storage of the cookies by changing the settings in your browser; however, please note that if you do so you may not be able to use all functions of this website fully. Further, by downloading and installing the browser plug-in available from the following link, you can prevent the information generated by the Google cookie about your use of the website (including your IP address ) from being transmitted to and processed by Google: http://tools.google.com/ dlpage/gaoptout .

For further information regarding Google Analytics refer to http://tools.google.com/dlpage/gaoptout and http://www.google.com/intl/de/analytics/learn/privacy.html (general information on Google Analytics and data protection). Please note that Google Analytics has been expanded using the code “gat._anonymizeIp();” on this page to guarantee anonymous collation of IP addresses (known as IP masking).

Social plug-ins from Facebook

We use social plug-ins from facebook.com, operated by Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA. The plug-ins can be recognized by way of the Facebook logo or the supplement "Facebook Social Plug-in". For example, if you click on the "Like" button or leave a comment, the relevant information is transmitted directly from your browser to Facebook and stored there. Furthermore, Facebook makes your likes public for your Facebook friends. If you are logged into Facebook, it can assign the invocation of our page directly to your Facebook account. Even if you are not logged in or don't have a Facebook account, your browser sends information (e.g. which web pages you have called up, your IP address) which is then stored by Facebook. For details about handling of your personal data by Facebook and your related rights, please refer to the data privacy policy of Facebook: http://www.facebook.com/policy.php. If you do not want Facebook to map data collected about you via our Web sites to your Facebook account, you must log out of Facebook before you visit our web pages.

Social plug-ins from Twitter

With Twitter and its Retweet functions, we use social plug-ins from Twitter.com, operated by Twitter Inc. 795 Folsom St., Suite 600, San Francisco, CA 94107. If you use Retweet, the websites visited by you are announced to third parties and associated with your Twitter account. Details about handling of your data by Twitter as well as your rights and setting options for protecting your personal information can be found in Twitter's data privacy policy:http://twitter.com/privacy

RIGHT TO INFORMATION

As a registered user, Yovada informs you about what data we record about you, at any time, free of charge. Please turn to [email protected] for any inquiries.