GROUP COACHING AGREEMENT April 2019

This Client Agreement is entered into and effective on the day of your application, between Restorative Health, LLC, a Colorado Limited Liability Corporation (“Company”), and you, the undersigned (“Client”). This Client Agreement outlines the relationship between Company and Client and defines how the parties will work together.

For good and valuable consideration, Client agrees to attend group coaching event, (“Coaching Session”) with Company. In exchange, Company agrees to provide coaching services for Client, using appropriate techniques in accordance with Client’s needs and in alignment with Company’s role as a Certified Transformational Nutrition Coach, Certified Natural Chef and Certified Yoga Instructor, with details as outlined below.

COACHING SERVICE DETAILS

This single group event service is designed to connect you with your own wisdom and help you follow your Soul Voice.

Coaching Service includes the following:

a. 1, 90 minute group session, by video conference on April 15, 2019

II. TERM

The term of this Client Agreement shall be from this day until the end of group coaching session on April 15, 2019

III. FEES

In consideration for the Coaching Services provided by Company to Client, Client agrees to complete this Application Form and show up on time to event, with no fees whatsoever.

IV. COMMUNICATIONS

A. Group Coaching Sessions.

Group coaching sessions take place by Zoom video app. It is Client’s responsibility to download and test usability before group session.

If Client is unable to attend Group Coaching Session, there will be no make-up or recording of session.

V. CLIENT RESPONSIBILITIES

Client agrees to arrive to session on time, actively participate in the coaching process, be honest with Company, communicate respectfully to Company,, provide all information and documentation requested by Company.

Coaching is designed to support you in reaching your goals, but your success depends on many factors, including your own motivation, dedication, starting point, willingness to be open, honesty with yourself, unique health and genetic profile, life experience, etc, and you understand that these factors will impact your results. You also understand that Coaching Services offer guidance and direction but do not actually implement anything regarding your health or wellbeing for you. You are responsible for producing your results.

VI. COMPANY RESPONSIBILITIES

Company agrees to arrive on time to session, be prepared for session, serve as a guide and mentor, perform in a professional manner, hold the space for transformation, carry out this Coaching Service in a professional manner, and offer the best support capable within Company’s abilities.

VII. CONFIDENTIALITY

This Client Agreement is a mutual non-disclosure agreement with both Company and Client agreeing not to disclose or make use of any confidential information learned about or through the other party. This mutual non-disclosure agreement remains in effect, even upon the completion and termination of this Client Agreement. Any violation of this non-disclosure agreement may result in legal action against Client.

Throughout the Coaching Service, Client will share private and confidential information with Company, for Client’s personal benefit and Company agrees not to disclose such confidential information to any third parties. Client may authorize Company to disclose such information in writing.

A reserved exception to this is if Company is required by law to disclose information shared by Client, or if Company has a good faith reason to believe that disclosing such information is necessary to protect Client, Company, a third party, or to respond to an emergency. In such event, Company will limit disclosure to essential information.

Throughout the Coaching Service, Company will share proprietary and confidential information with Client, for Client’s personal benefit, including, but not limited to, personal information, strategies, techniques, original work, and other unpublished information. Client agrees not to disclose such confidential information to any third parties.

Client and Company agree that neither will engage in any conduct or communications with any third party, whether private or public, designed to disparage the other.

VIII. INTELLECTUAL PROPERTY

Company owns and maintains all copyrights and intellectual property rights to all of the materials and content provided as support for the Coaching Service, unless otherwise stated, including but not limited to, documents, videos, audio recordings, worksheets, emails, handouts, recipes, activities, strategies, systems, techniques, logos, trademarks and other proprietary information and original work created by Company, whether created prior to working with Client or specifically created for Client.

By attending the free Coaching Service, Client is granted one limited, revocable, non-transferable license to view, read, download, print and use the materials and content for Client’s personal benefit only, as directed by Company. All intellectual property rights remain with Company, nothing in this Agreement shall constitute a transfer of intellectual property ownership.

Client agrees not to copy, reproduce, duplicate, modify, publish, transmit, replicate on another website, create derivative works from, sell, assist in the sale of, distribute, display, perform, provide access to another person, or in any other way, exploit Company’s intellectual property without Company’s express written consent. If a violation of this provision is discovered or suspected, Company may terminate Client’s access to the Coaching Service, without refund, and reserves the right to prosecute such infringement to the fullest extent of the law.

IX. TERMINATION

Client may terminate this Coaching Agreement and discontinue the Coaching Service at any time, for any reason, by providing notice to Company in writing prior to event start time.

Company may terminate this Coaching Agreement and discontinue the Coaching Service if Company determines, in its sole discretion with no requirement for explanation, that the relationship must terminate.

X. REFUND POLICY

Company’s refund policy is as follows:

All purchases are non-refundable. Because this is a free event, Client understands Company’s refund policy and agrees that no refunds of time or service will be given outside of the scope of this policy.

XI. NO GUARANTEES, NO WARRANTIES

Client is participating in this Coaching Service voluntarily and understands that Company makes no guarantees regarding Client’s results with this Coaching Service. Client agrees that Coach is not responsible and Client does not have a cause of action, legal remedy or an entitlement to a refund if Client does not achieve the desired result, or if there are errors or omissions in the Coaching Service or any of its materials.

The Coaching Service is provided “as is,” and, except for the express warranties in this Client Agreement, is offered with no warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, merchantability, expectation of course of performance and non-infringement. Client’s participation is voluntary and agrees not to hold Coach responsible if Client becomes dissatisfied with the Coaching Service. The Coaching Service is intended for a general audience and is not in any way specific advice tailored to any individual.

XII. DISCLAIMER, FULL DISCLAIMER INCORPORATED BY REFERENCE

Nothing in the Coaching Service is intended to constitute or should be relied upon as medical advice. Client understands that Company does not diagnose, treat, heal, cure or prevent any illness, medical condition or mental or emotional condition and nothing in the Coaching Service is intended to diagnose, treat, heal, cure or prevent any illness, medical condition or mental condition. Nothing in the Coaching Service is intended to be a substitute for consultation, diagnosis, treatment or other professional medical advice from a healthcare professional, nor is it designed to provide Client with a medical diagnosis, treatment or other medical services. Company is providing services only in the capacity as a Certified Transformational Nutrition Coach, Certified Natural Chef and Certified Yoga Instructor to assist Client in making changes to Client’s lifestyle, not as a healthcare professional.

Nothing in the Coaching Service is intended to constitute or should be relied upon as mental health, medical, financial, business or legal advice. Client understands that Company is not a psychologist’s office, psychiatrist’s office, therapist’s office, mental health practitioner’s office, physician’s office, naturopath’s office, licensed dietitian’s office, other licensed or registered healthcare professional’s office, accountant firm, financial advisor firm, law firm or other licensed business professional firm and is not acting as such. Nothing in the Coaching Service is intended to be a substitute for professional advice from a healthcare professional or licensed business professional. Company is providing services only in the capacity as a Certified Transformational Nutrition Coach, Certified Natural Chef and Certified Yoga Instructor, not as a licensed mental health, medical, financial or business professional. Coaching is in no way to be construed as psychological counseling, therapy or medical advice. Our Services are intended to provide you with tools to implement and use in your own life for self-help, in the area of improving your wellbeing.

Client has read, understands and consents to be bound by Company’s full Disclaimer, located at https://brandimackenzie.com/disclaimer/, which is incorporated here.

XIII. ASSUMPTION OF RISK

Client understands that the Coaching Service may include participation in lifestyle strategies, diet, exercise and movement elements, which include inherent risks of harm, illness, injury and other negative results. Client confirms that prior to beginning this Coaching Service with Company, Client will be evaluated by a healthcare professional and will obtain medical clearance to participate in the Coaching Service. If Client chooses not to obtain such medical clearance, Client assumes all risks and agrees not to hold Company responsible for any harm, illness, injury or other negative results. Client also confirms that during this Coaching Service with Company, Client will always have the opportunity to consult with a licensed mental health professional or licensed business professional before acting on any Content of the Coaching Service. If Client chooses not to speak to a licensed mental health professional or licensed business professional, Client assumes all risks of use or non-use of Company’s Content and agrees not to hold Company responsible for any harm, injury or other negative result.

XIV. LIMITED LIABILITY, INDEMNIFICATION

Client agrees that under no circumstances is Company to be held liable for any damages, whether direct or indirect, resulting from this Client Agreement or the Coaching Service, including any injuries sustained or medical ailments that result, and Company expressly excludes such liability to the fullest extent of the law. In no event shall Company’s liability exceed the fees paid under this Client Agreement.

Client agrees at all times to indemnify, defend and hold Company and its team members, agents, affiliates, and other parties associated with Company, harmless from any actions, losses, damages or expenses, as well as third party claims, including attorneys’ fees and expenses, arising out of or related to this Client Agreement or Coaching Service.

XV. GOVERNANCE

This Client Agreement shall be construed in accordance with, and governed by, the laws of the State of Colorado as applied to contracts that are executed and performed entirely in Colorado, regardless of Client’s location. The exclusive venue for any legal proceeding based on or arising out of this Client Agreement shall be Larimer County, Colorado.

XVI. DISPUTE RESOLUTION, LITIGATION EXPENSES

Should any dispute arise between Client and Company, it would be preferable to work it out amicably, but if that is not possible, then Client agrees that the dispute will be resolved by Arbitration, by the American Arbitration Association, in Larimer County, Colorado. Client agrees to participate in the arbitration process in good faith, and further agrees that the decision made by the Arbitrator is binding, not subject to appeal, and enforceable in any court of competent jurisdiction as a judgement of law. Client understands that any claim must be commenced within one year of the date of the grievance, or forfeited forever.

Client understands that the only remedy that can be awarded through Arbitration is a refund of payments made to Company. NO AWARD OF ANY CONSEQUENTIAL OR ADDITIONAL DAMAGES MAY BE AWARDED TO CLIENT.

If any legal action is brought because of an alleged dispute regarding this Client Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in pursuing that action, in addition to any other relief to which they are entitled.

XVII. ENTIRE AGREEMENT, WAIVER, MODIFICATIONS, SEVERABILITY, ASSIGNMENT

Client and Coach agree that this Client Agreement constitutes the entire agreement between them and supersedes any and all prior agreements, discussions, correspondence, understandings or proposals. Client understands that any expectation regarding the Coaching Service, which is not specifically included in this Client Agreement is not included in the Coaching Service.

Client agrees that no waiver of any of the provisions of this Client Agreement shall be deemed, or shall constitute, a waiver of any other provision of this Client Agreement, nor shall any waiver constitute a continuing waiver.

Client agrees that this Client Agreement is not to be altered, amended, extended or considered waived in any way, except in writing, with an additional Addendum, signed by both Client and Company, or by an authorized signatory for either party.

If any term of this Client Agreement is found to be invalid, void, or unenforceable under applicable law, the other provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.

This Client Agreement is not assignable, delegable, sub-licensable, or otherwise transferable.

XVIII. NOTICE

All notices, requests, demands, and other communications regarding this Client Agreement shall be in writing, sent via the US mail, addressed as follows:

775 Deer Meadow Drive

Loveland, Colorado

80537 USA

XIX. SIGNATURES

Client and Company agree that electronic signatures are a valid form of signature for this Client Agreement.

Client has the opportunity to consult with an attorney and to have all questions answered by Company prior to signing this Client Agreement. By signing below, Client and Coach agree to all of the terms of this Client Agreement.