Effective Date: June 1, 2025

Welcome to Soulstice Group LLC (“Soulstice Group,” “Soulstice,” “Living in Season,” “Kim-Elisha Proctor,” “Kim-Elisha,” “we,” “us,” or “our”).
These Terms of Use (“Terms”) govern your access to and use of our websites and services, including:

• soulstice.group
• livinginseason.co
• soulstice.group and any related subdomains, content, or services (together, the “Websites”).

By using our Websites, you agree to these Terms and our Privacy Policy

. If you do not agree, please do not use the Websites.

We may update these Terms from time to time, and any changes will take effect when posted. Your continued use of our Websites means you accept the updated Terms.

1. Who We Are

Soulstice Group LLC operates all of the above websites and provides wellness, coaching, consulting, and educational content and services under our umbrella of brands. These Terms apply to all visitors, clients, and users (“you,” “your,” or “user”).

2. Eligibility

You must be at least 18 years old to use our Websites or register for services. We do not knowingly collect information from minors. If you are under 18, you may browse the site only with the permission of a parent or legal guardian.

3. Accounts and Registration

Some features (such as purchases, courses, or newsletters) may require you to create an account or provide contact information.

When you do:

• You agree to provide accurate, current information.
• You are responsible for keeping your password secure.
• You agree not to share your login details or impersonate others.
• You agree to notify us promptly if you suspect unauthorized access.

We may suspend or terminate accounts that violate these Terms or appear fraudulent or abusive.

4. Purchases and Payments

If you purchase products or services from us, you agree to pay all applicable fees, taxes, and charges using valid payment information. Payments are processed securely through third-party providers. All transactions are in U.S. dollars unless stated otherwise.

We reserve the right to update pricing or discontinue offerings at any time.
Please review the specific Terms and Conditions of Purchase that apply to any paid program or course, which take precedence over these general Terms if there’s a conflict.

5. Our Content and Intellectual Property

All content on our Websites—including text, images, graphics, logos, videos, audio, downloads, and course materials (“Content”)—is owned by or licensed to Soulstice Group LLC.

You may view and use this Content for personal, non-commercial purposes only. You may not copy, reproduce, distribute, modify, or create derivative works from our Content without prior written permission.

All trademarks, logos, and brand names are the property of their respective owners.

6. User Content

If you post, share, or upload any content (such as comments, testimonials, or submissions), you grant Soulstice Group LLC a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, and display that content in connection with our business.

You are solely responsible for what you post. You must not post anything that is unlawful, infringing, or harmful. We may remove any user-generated content at our discretion.

7. External Links and Third-Party Services

Our Websites may include links to third-party sites or tools (such as payment processors or social media). We are not responsible for the content, privacy practices, or actions of those third parties. Use them at your own risk and review their terms separately.

8. No Professional Advice

Our Websites and programs provide educational and informational content only. They do not constitute medical, mental health, legal, or financial advice.
You are responsible for your own decisions and agree to consult qualified professionals as needed. Use of our Websites does not create a therapist–client or confidential relationship.

9. Disclaimer of Warranties

Our Websites and Content are provided “as is” and “as available.”
We make no guarantees that they will be error-free, secure, or uninterrupted.
To the fullest extent permitted by law, we disclaim all warranties—express or implied—about the Websites or Content, including fitness for a particular purpose or non-infringement.

10. Limitation of Liability

To the maximum extent allowed by law, Soulstice Group LLC, its owners, employees, and affiliates will not be liable for any damages—including loss of data, profits, or goodwill—arising from your use of or inability to use our Websites or services.
If liability cannot be excluded, our total liability will be limited to the amount you paid for the applicable product or service during the prior three months.

11. Indemnification

You agree to indemnify and hold Soulstice Group LLC and its affiliates harmless from any claims, damages, or expenses (including legal fees) arising from your misuse of the Websites, your violation of these Terms, or your infringement of another’s rights.

12. Termination

We may suspend or terminate your access at any time if we believe you have violated these Terms or misused our Websites. Sections of these Terms that by their nature should survive termination (such as intellectual property, disclaimers, and limitation of liability) will continue to apply.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Oregon, USA, without regard to conflict-of-law principles.

Any dispute will be resolved through binding arbitration under the rules of the American Arbitration Association. You agree to bring any claim only in your individual capacity, not as part of a class action.

14. Changes to These Terms

We may update these Terms at any time. The “Effective Date” above reflects the latest version. Your continued use of our Websites after any update constitutes your acceptance of the revised Terms.

15. Contact Us

If you have any questions about these Terms, please reach out to hello@soulstice.group

Your use of certain features, functionality, resources, products or programs (including, without limitation, contests, sweepstakes, games, surveys, forums, blogs, newsletters, subscription registrations, content submissions, chats, bulletin boards, discussion groups, promotions, marketing opportunities, affiliate programs requests for suggestions, requests for free products, RSS feeds, etc.) offered on or through the Websites.

We provide Visitors and Registered Users with access to the Services as described below.

Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Websites. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Websites; and (ii) email us.

Registered Users. Registered Users can do all the things that Visitors can do, and: (i) purchase products and services through one of our Websites; (ii) access exclusive content available only to Registered Users; (iii) create, access, manage, and update their own personal accounts on the Websites; (iv) post comments and other content on the Websites (collectively, “Registered User Content”); (v) sign up for our various programs; (vi) sign up for alerts and other notifications.

Soulstice.group is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, soulstice.group may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Use.

If we determine, in our sole discretion, that you have violated these Terms of Use we reserve the right, without notice, to remove your account and restrict, suspend or terminate your access to all or any part of the Websites in our sole discretion.

As consideration for any purchase you make on the Websites or for our Services, you shall pay Kim-Elisha Proctor all applicable fees and taxes. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. All payments will be charged and made in U.S. dollars.

You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen. You hereby authorize Kim-Elisha Proctor to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.

All content found on our Websites and provided offline in relation to our Websites and Services, including, but not limited to, articles, art, designs, graphics, text, postings, images, links, photographs, videos, information, emails, and recordings (collectively, the “Site Content”) is our property and/or the property of its respective owners. Unless noted otherwise, you may access the Websites or the Site Content for your personal and non-commercial use only. You will not acquire any ownership rights by downloading the Site Content. You may not use, modify, copy, publish, display, transmit, adapt, frame or in any way exploit the Site Content, in whole or in part, without our prior written authorization and the authorization of all respective owners of the Site Content. You must abide by all copyright notices or other restrictions contained on the Websites. Any unauthorized of the Site Content will terminate any permissions granted herein. Such unauthorized use may also violate Applicable Laws, including copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to the Site Content.

We are not responsible for content posted, transmitted, published, shared or otherwise made available by users on or through the Sites (“User Content”). User Content, includes, but is not limited to, trademarks, trade names, service marks, trade dress, articles, art, designs, graphics, text, postings, images, links, photographs, videos, recordings and information, (collectively, “User Content”). We are a distributor (and not a publisher) of User Content. Accordingly, we have no more editorial control over such User Content than does a public library, bookstore, or newsstand. User Content does not reflect our opinions or views. Although we may monitor the Websites, we do not review all User Content. We do not endorse any User Content and make no warranties, whether express or implied, as to the accuracy, integrity or quality of any User Content. Under no circumstances will we be liable in any way for User Content, including, but not limited to, any errors or omissions in any User Content or any loss or damage of any kind incurred as a result of the use of or reliance on any User Content. We retain the right to archive or make any discussion “Read Only” or to reject, modify or remove any User Content (without notice or liability) if we consider any User Content to be in violation of these Terms of Use or otherwise inappropriate or harmful to the Sites in our sole discretion. Regardless of whether we remove such User Content, users remain solely responsible and liable for their User Content.

By posting, transmitting, publishing, sharing or otherwise making available User Content on the Sites, you automatically grant (or warrant that you have the express authority from the owner of such User Content to grant) us a worldwide royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, adapt, translate, publish and distribute such User Content (in whole or in part). We also have right to incorporate and adapt the User Content in other works in any form, media or technology now known or hereafter developed. You further grant any other user of the Websites to access, view, store or reproduce the User Content for that user’s personal non-commercial purposes. Additionally, you represent and warrant that (1) no element of your User Content will violate or infringe upon the intellectual property or privacy rights of any third party and (2) you (and any licensor of content that you post on the Sites), have waived any “moral rights” in connection with your User Content. You are solely responsible for paying all royalties and other fees that might be due to any person or entity by reason of any User Content posted by you on or through the Websites. You acknowledge you are not entitled to any compensation for any User Content you post on the Websites.

The Websites may contain links to other sites (“External Sites”) containing content, goods, services, and applications not owned by us. These Terms of Use apply only to our Websites. We do not control, endorse, take responsibility for, investigate, monitor or check for accuracy, appropriateness or completeness of any content of External Sites. You release us from any and all liability, direct or indirect, and for any loss or damage in connection with your use of, or reliance on, any content of External Sites.

We respect other people’s intellectual property rights. Therefore it is our policy to remove any materials that infringe upon another party’s intellectual property rights. In accordance with the Digital Millennium Copyright Act (the “DMCA”), and upon proper notice, we will remove User Content (and any other Site Content) that violates copyright law. If you believe your work has been infringed send an email to hello@soulstice.group containing the following information: (i) the identification of the copyrighted work; (ii) the location the material on the Sites; (iii) your contact information; (iv) a statement that you have a good-faith belief that the use is unauthorized, (v) a statement that you are the copyright owner or authorized to act on the copyright owner’s behalf and (vi) a statement, made under the penalty of perjury, that all the information in your notice is accurate; and (vii) your signature (physical or electronic).

By submitting a notice, you acknowledge and agree that we may forward your notice and any related communications to any users who posted the material identified in such notice or to other third parties.

If you believe that your User Content has been wrongfully removed from the Sites, you may send us a counter-notice. The counter-notice must be in writing, sent to the email address above, and include: (i) identification of the material that has been removed; (ii) your contact information; (iii) a statement that you have a good-faith belief that the material was improperly removed; (vi) a statement that you consent to the jurisdiction of the Alameda County California, and agree to accept service of process from the person who submitted the original notification that resulted in your User Content being removed (or an agent of such person) in the event he or she elects to file suit; (vi) a statement, made under the penalty of perjury, that all the information in your counter notice is accurate (vii) your signature (physical or electronic). By submitting a counter notice, you acknowledge and agree that we may forward your counter notice and any related communications to the person who submitted the original notice that resulted in the removal of your User Content or to other third parties.

The content provided on the Websites and offline in affiliation with the said Websites and Services cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, psychological, financial, medical or legal matters. We encourage you to seek the advice of professionals, as appropriate, regarding the evaluation of any specific information found on the Websites. Your access and use of the Websites does not in any way create a therapist/patient, confidential or privileged relationship, or any other relationship that would give rise to any duties on our part or the part of its contributors. Your reliance on any information provided on the Websites is solely at your own risk. We make no representations or warranties concerning any advice, instruction, or practices offered or provided within or through the Websites and Services. We are not liable for any direct, indirect, consequential, special, exemplary or other damages that may result, including but not limited to, economic loss, emotional upset, injury, illness or death.

Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITES OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITES. THE WEBSITES MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE WEBSITES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITES AT ANY TIME WITHOUT NOTICE.

(a) If you are a Registered User, you hereby represent, warrant, and covenant that:

(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Websites; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

The Websites are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Websites or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Websites, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Websites at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Site Content,” “User Generated Content,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”

These Terms of Use will be governed by, and construed in accordance with the laws of the State of California. All disputes related to these Terms of Use shall be submitted for resolution to the American Arbitration Association’s (“AAA”) Oakland, California office. You hereby waive any rights to bring any civil action in any court regarding such disputes. The award rendered by the arbitrator shall be final, and judgment may be entered into it in accordance with the applicable law in the Circuit Court of Oakland, California. If either you or we desire arbitration, that party agrees to serve written notice of the arbitration with the other party and the AAA’s Oakland, California office.

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of California, Oakland for purposes of any such action by us.

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

If you have any questions regarding these Terms of Use, you may contact us at kimelisha@soulstice.group