Last Updated: July 15, 2026

Welcome to the Wellness Vault! We are excited to have You here. By completing the registration process and submitting Your payment, You agree to the terms and conditions outlined below. Please read carefully so You know exactly what to expect as a valued member.

1. Membership Term

Your membership with the Wellness Vault, a membership platform operated by Valerie Diane Nutrition and Wellness LLC ("Company"), begins upon successful completion of the registration process and will automatically renew each billing cycle until cancelled or terminated as described below.

2. Eligibility

You must be at least eighteen (18) years old to join and use the Wellness Vault.

3. Membership Benefits

The Wellness Vault offers three membership levels: Basic Level, Pro Level, and Expert Level. Your membership level determines the benefits available to You. Membership benefits vary depending on the tier chosen.

An "active member" means that Your payments are up to date for Your chosen membership level and Your account is in good standing. Any active member gains access to the Wellness Vault and its affiliated content/materials.

Active members are granted a limited, non-exclusive, non-transferable license to use the content as described below:

— Access the content/material through the Membership Portal;
— Edit the content/material to match Your business practices and branding (including editing and adding text and/or images);
— Use their name and brand on the content/material;
— Use the content/material to create tools and training for their team and affiliates;
— Teach content/material to unlimited individuals/clients/customers as a paid product, bonus, or lead generator;
— Use parts of the content/material as free giveaways for building their list of prospects (entire packages may not be given away as free giveaways; free giveaway content must be placed behind a sign-up form and may not be posted freely on websites);
— Utilize all content/material (once rebranded) with one-on-one or group coaching clients;
— Use and/or publish the content/material as part of a group coaching program or online course;
— Use the content/material as a bonus to a paid product;
— Rebrand and resell the content/material via their website, provided that screenshots of the material do not appear on the sales page, and any screenshots used elsewhere must be unrecognizable (e.g., cover pages and design changed); and
— With a Pro Level Membership or Expert Level Membership only: Include the content/material in blog posts, articles, tweets, infographics, and promotional videos.

Basic Level Membership:

A Basic Level Membership includes the following additional benefits: You have access to our meal planning and recipe building app; and Materials can be shared as links.

Pro Level Membership:

In addition to all of the benefits included in the Basic Level Membership, Pro Level members enjoy the following exclusive privileges: Canva template links for client-ready guides and social media creatives; Downloadable PDFs for web use, printing, and offline reference; and access to add the number of client seats displayed at enrollment.

With our Pro Level Membership, You have the added flexibility and convenience of downloading our content in PDF format, allowing You to save, print, and access materials offline as needed while You are an active paying member of the Wellness Vault. Whether You prefer digital or hardcopy formats, the Pro Level Membership ensures You have the resources You need at Your fingertips. Pro Level and Expert Level members may purchase additional client seats beyond those included with their membership tier, for an additional recurring monthly fee, as described in Section 6.

Expert Level Membership:

In addition to all of the benefits included in the Pro Level Membership, Expert Level members enjoy the following exclusive privileges: additional client seats beyond the Pro Level Membership, and access to the community feature, which allows Expert Level members to host memberships, communities, and large groups within the client app. The number of client seats included with each membership tier is displayed at the time of enrollment and in Your account settings, and the seat count applicable to Your membership is the number presented to You at signup, unless later changed in accordance with this Agreement.

Paused Membership:

The Paused Membership option is available to individuals who hold a Basic Level, Pro Level, or Expert Level Membership but no longer wish to create or collect new content. With a Paused Membership, You will retain access to Your previously created public links. Any links associated with content You generated will remain active, and You can continue to use any downloaded PDFs or templates. However, access to the Membership Portal for creating or collecting new content will be suspended during Your Paused Membership period.

To pause Your membership, go to the “Settings” section. Go to “Plan Details” and change Your plan to “Pause.” This will be active upon the date Your payment cycle begins.

4. Restrictions

While active members may utilize Company's content/material as outlined above, certain restrictions are in place to prevent misuse or unauthorized distribution. Active members may NOT:

— Sell, give away, pass on, resell, or master resell rights to Company's content/material using paid advertisements;
— Sell, give away, pass on, resell, or master resell rights to Company's editable files and templates to anyone;
— Add Company's content/material to White Label, PLR, Resell Rights, or Master Resell Rights membership programs or stores;

— Sell, list, or offer the content/material for resale as a standalone template, bundle, or digital product through Etsy or any other third-party marketplace or storefront platform designed for the resale of digital templates or products, whether or not the content/material has been rebranded. This restriction does not apply to the use of content/material within a larger course, program, or membership marketed and sold through paid advertisements or social platforms in accordance with the applicable provisions of Section 3.
— Add Company's content/material to article directories without substantial rewriting;
— Use the name or business name of "Valerie Diane Nutrition and Wellness LLC" or the product name "Wellness Vault" on the content/material;
— Freely publish Company's entire content/material on the web;
— Share Company's content/material with other consultants, coaches, trainers, or marketers for use in their businesses;
— Offer any type of competing service or product that uses any of Company's content/material;
— Utilize any of Company's complete bundled products for paid advertisements without any adjustments or rebranding. Content may be sold via paid advertisements only as part of a larger product, and the sales page and ad content must be unrecognizable (e.g., reworded titles, changed images, rebranded, etc.);
— Utilize images featuring Company's products and its content in paid advertisements (e.g. such images must be unrecognizable); or
— Utilize Company's content/material to provide medical advice to individuals, clients, or customers. The content/material provided by Company is intended for educational and informational purposes only and should not be used as a substitute for professional medical advice, diagnosis, or treatment.

Violation of these restrictions may result in immediate termination of Your membership and possible legal action.

5. Content License Status (Active and Inactive Membership)

While Your membership remains active, as described in Section 3, You are provided access to the Wellness Vault and its affiliated content/material under the terms set forth in Sections 3 and 4 of this Agreement.

An "inactive membership" indicates that Your membership has been canceled, expired, or suspended due to failed payment or other circumstances described in this Agreement. If Your membership becomes inactive, You forfeit access to the benefits outlined in Section 3. Inactive members may not teach, market, integrate, interact with clients using, or otherwise use the content/material in any manner reserved for active members under this Agreement.

This distinction ensures that individuals who have paid for access adhere to the terms of this Agreement and respect the intellectual property rights associated with the content/material provided by Company.

6. Membership Fees & Billing

You agree to pay the membership fee applicable to Your chosen membership tier, as presented to You at the time of enrollment. The specific fee for each tier is displayed on the enrollment or checkout page and in Your account settings. The fee in effect at the time You enroll is binding for the duration of Your membership, unless changed in accordance with this Section.

Company reserves the right to change membership fees at any time. If Your fee is increased, Company will provide You with at least 30 days' notice before the new fee takes effect on Your next billing cycle. Continued use of Your membership after a fee change takes effect constitutes Your acceptance of the new fee.

Payment methods accepted are Credit Card or bank transfer. All memberships renew automatically each month using the payment method You provide. You are responsible for keeping Your billing information up to date. If a payment does not succeed Company shall immediately pause Your membership until a successful payment is made.

If moving to a Paused Membership, You must pause Your membership at least forty-eight (48) hours prior to Your next scheduled billing cycle to avoid being charged Your full membership fee for the following month.

7. Cancellation & Refunds

You may cancel Your membership at any time by updating Your plan settings at least forty-eight (48) hours before Your next billing date. To cancel Your membership, go to the “Settings” section. Go to “Plan Details” and change Your plan to “Cancel.”

All purchases are final, and the Company does not offer refunds. No refunds will be issued for months in which the member did not update their plan settings to “Cancel,” even if they were not using the platform.

8. Personal Information

As an active member, You will be asked to register with the membership hosting platform to receive access to content/materials. You shall select a username and password, and may be asked to provide further personal information. You agree to allow Company access to this personal information for all lawful purposes. You are responsible for the accuracy of the identifying information, for maintaining the safety and security of Your identifying information, and for updating Company on any changes to its identifying information.

The billing information You provide to Company will be kept secure and is subject to the same confidentiality and accuracy requirements as Your identifying information indicated above. Providing false or inaccurate information, or using Your membership for fraud or unlawful activity, is grounds for immediate termination of Your active membership.

9. Copyright & Intellectual Property

All membership content, materials, documents, emails, blogs, digital files, paper documents, and any other work created by Company in relation to this Agreement (the “Work”) are the exclusive and sole property of Company and are protected by United States Copyright Laws (U.S.C. Title 17). You hereby agree that Company’s Work is owned by Valerie Diane Nutrition And Wellness LLC and is not to be used for purposes beyond Your implementation as described herein. You are granted a limited non-exclusive, non-transferable license to access and use the content/materials as described herein. Violations of this federal law will be subject to its civil and criminal penalties.

10. Service Location

You and Company agree and understand that all services described herein shall be performed virtually.

11. Confidentiality & Privacy

You agree to maintain the confidentiality of any proprietary information disclosed by Company during Your membership. You shall not disclose to any third-party any details regarding the business of Company , including, without limitation its membership content/materials, membership downloads, membership outlines, methods, customers, the prices it obtains, the prices at which it sells products and programs, its manner of operation, its plans, its membership and strategies, any of Company ’s trade secrets, or any other information pertaining to the business of Company (the “Confidential Information”).

Our handling of Your personal data is explained in our Privacy Policy, which You agree to by using our website and services.

12. Assumption of Risk Using Online Platform

You agree that Your participation as an active member is at Your own risk. Company does not assume or accept responsibility for the security of Your account or content. You agree that Your participation in the creation of an online account is at Your own risk. In the event a breach of security has occurred, Company will notify You pursuant to all laws and regulations.

13. Indemnification

You hereby agree to indemnify and hold harmless Company and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, and expenses and costs, including reasonable legal expenses and attorneys’ fees, as a result of any claim, demand, action, or other legal proceeding by any third-party, to the extent such losses arise directly or indirectly out of activities performed by Company pursuant to this Agreement, except to the extent such losses result from the gross negligence, willful misconduct, or intentional acts of Company.

14. Maximum Damages

The sole remedy for any actions or claims by You shall be limited to a refund, the maximum amount not to exceed the total monies paid by You under this Agreement.

15. Limitation of Liability

In no event shall Company be liable under this Agreement to You or any other third-party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not You were advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

16. Force Majeure

No party shall be liable or responsible to the other party, nor 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 to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give notice to the other party within ten (10) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice. All membership payments made by You up to the date of notice of a Force Majeure Event are non-refundable. In the event this Agreement is terminated due to the impossibility of the Impacted Party to cure its performance obligations, such payments shall be credited to Your account and must be used within twelve (12) months from the date of notice of the Force Majeure Event.

17. Inability of Company to Continue Membership

In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:

— Immediately give notice to You ;

— Issue a refund or credit based on a reasonably accurate percentage of services rendered and membership program utilized/provided; and

— Excuse You from any further performance and/or payment obligations under this Agreement.

18. Nutritional Data Disclaimer

Nutritional data is collected from FatSecret API and other sources such as USDA FoodData Central. Nutritional data is based on many factors, such as processing and location and where the produce was grown, among many others. Although we use our best efforts to collect the most accurate and up-to-date data, we do not guarantee all nutritional data is accurate.

19. Accessibility Statement

Company is committed to making the Wellness Vault accessible to as many people as possible, including individuals with disabilities. Company strives to comply with the Americans with Disabilities Act (ADA) and to follow best practices for accessibility, working toward conformance with the Web Content Accessibility Guidelines (WCAG). Company continuously reviews the Wellness Vault to update features and improve accessibility.

If You experience any difficulty using the Wellness Vault due to a disability or accessibility need, please contact Us at [email protected] so We can work with You to provide reasonable accommodations or alternative formats. We welcome feedback and suggestions on how We can continue to improve accessibility for all members.

Please note that some of Our resources may involve third-party platforms (such as Canva or other linked tools). We do not control these third-party services and cannot guarantee their accessibility, but We will do Our best to provide alternative solutions if You encounter barriers when using them.

20. Health Disclaimer

While Company’s content/materials may provide valuable information related to health, nutrition, and wellness, it is essential to recognize that the content/materials are designed for educational and informational purposes only. They are not intended to replace professional medical advice, diagnosis, or treatment.

Members who hold professional credentials (e.g. dietitians, nutritionists, health coaches, or any related credentials) must comply with the regulations and guidelines established by their respective licensing boards or authorities in their states or jurisdictions.

21. Professional Disclaimer

Services and content/materials provided by Company pursuant to this Agreement are for informational purposes only. You acknowledge and agree that any information provided through Company is not intended to be legal advice, medical advice, financial advice, therapeutic advice, or other professional advice, and no fiduciary relationship has been created between You and Company.

22. HIPAA Compliance Status

The Wellness Vault membership portal and associated client application or client app (collectively, the "Platform") are not currently compliant with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Company does not operate as a "covered entity" or "business associate" as those terms are defined under HIPAA.

You agree not to enter, upload, submit, or otherwise input any protected health information ("PHI") into the Platform, including but not limited to diagnoses, treatment details, medical records, lab results, or any individually identifiable health information relating to Your clients or any third party. This restriction applies to all features of the Platform, including but not limited to client notes, client-facing forms, and any other data entry field, whether now existing or later added.

You acknowledge and agree that You are solely responsible for ensuring no PHI is entered into the Platform. Any loss, claim, or liability arising from Your entry of PHI into the Platform in violation of this Section is subject to the indemnification obligations set forth in Section 13 and the limitations of liability set forth in Section 15 of this Agreement.

23. No Guarantees

Company makes no promises or guarantees regarding the outcomes or results of any active member, or any client or customer of an active member, whether health, financial, or other personal gains, as a result of their use or consumption of Company’s content/materials.

Company will not be held liable for any damages, injuries, or losses arising from the use or misuse of Company ’s materials.

24. Earnings Disclaimer

Company makes no income or financial claims, nor guarantees of any kind, regarding potential income that can be generated through Your membership, use of the Wellness Vault, or participation in the purchase of any of Company's products. Past results referenced by Company are not an indication or promise of Your results. There is no guarantee You will earn any money using the content/material, and Your revenue depends solely on Your own actions.

25. Warranty Disclaimer

You agree that Your participation as an active member, and Your use of Company 's content/materials, is at Your sole and exclusive risk, and that any services provided by Company are on an “as is” basis. Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warrant of fitness for a particular purpose and the implied warrant of merchantability. Company makes no warranties that Your membership or the content/materials will meet Your needs or that Your membership will be uninterrupted, error-free, or secure.

26. Advertisements

We do not necessarily endorse or recommend any of the goods or services advertised on or through the Wellness Vault. We do not necessarily endorse or recommend any affiliates using our services, if applicable.

27. Affiliates

Company may use affiliate links or codes to promote certain products or services. Company disclaims any and all liability as a result of Your purchase through one of these links or codes. We will use reasonable efforts to notify You when and where affiliate links or codes are used, in addition to this disclosure. You accept express liability for any and all consequences or benefits of clicking affiliate links or using affiliate codes associated with the Wellness Vault or related communications.

28. Entire Agreement

This is a binding Agreement that incorporates the entire understanding between constitutes the entire agreement between You and Company, and supersedes all other written or oral prior agreements and understandings between the Parties, whether written or oral, relating to the subject matter herein.

29. Venue & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, including all matters of construction, validity, performance, and enforcement, and without giving effect to the principles of conflict of laws. Any dispute or lawsuit arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or state court of competent jurisdiction located in Riverside County, California, United States. Each party shall assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement become necessary.

30. Arbitration

Any and all disputes or disagreements arising out of this Agreement upon which an amicable understanding cannot be reached shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. Each party agrees to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Riverside County, California, United States, unless another location is mutually agreed to by the parties. The parties shall equally share the cost and expenses of the arbitrator(s). Each party shall be responsible for their own costs and expenses in presenting the dispute for arbitration.

31. Transfer

This Agreement cannot be transferred or assigned to any third-party by either Company or the active member without written consent of all parties.

32. Severability & No Waiver

In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.

33. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

34. Amendment

This Agreement may be amended or modified by Company at any time. Updated Terms will be communicated to You via email or posted on our website. Continued membership means You accept the new Terms.

By clicking the "Submit" or "Sign Up" button, You acknowledge that You have read, understood, and agreed to be bound by the terms and conditions of this Membership Agreement.

Contact Information

If You have any questions or concerns regarding this Agreement, please contact us at:

Valerie Feghali

Valerie Diane Nutrition And Wellness LLC

35322 Marabella Ct

Winchester, California 92596

Telephone: 207-602-0919

Email: [email protected]

View Our Website Terms and Conditions of Use HERE.

View Our Privacy Policy HERE.