BUSINESS ACCELERATOR AGREEMENT

 This is a Membership Agreement (the “Agreement”) dated as of August 2024, (the “Effective Date”) by and between The Healing Couple, LLC (“Company”) and [CLIENT’S NAME] (“Client”), each a “Party” and together the “Parties.” The Parties agree to the following terms. 

1. THE COMPANY’S RESPONSIBILITIES. Company will perform the following services for Client as part of its 5-week Business Accelerator (the “Business Accelerator”):
• 1-hour Welcome Call 
• 5 1-hour pre-recorded Trainings 
• 3 Live Q&A calls January 9th, February 8th, and March 5th
2. THE CLIENT’S RESPONSIBILITIES. Client agreements not to engage in the following behavior. Client shall not:

• Utilizing material from this container to grow your own business
• Copywriting material without our expressed written consent. 
• Discriminating against, or using language to threaten or intimidate another member or representative with The Healing Couple, LLC.  
• Avoid negativity or posting negative material that affects the integrity of the container. 

3. THE MESSAGE BOARDS AND OTHER SOCIAL MEDIA WEBSITES.

• Company may host Facebook Groups, message boards, chats, and other public forums. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats, or other public forums in the future. Company or its designated agents may remove or alter any user-created content at any time for any reason.
• Groups, chats, and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Company staff, Company's outside contributors, or by users not connected with Company, some of whom may employ anonymous user names. Company expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statements made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants and do not reflect the opinions of Company or any of its subsidiaries or affiliates.
• Company may monitor content posted on Facebook Groups, message boards, chats and other public forums, but has no duty to do so.
• Using a third-party social media platform, message board, or forum will subject Client to the terms and conditions of that third-party website. Client is encouraged to read those terms and conditions before using the third-party’s website.

4. TERMINATION.

• Client becomes disruptive or difficult to work with;
• Client fails to follow the terms of this agreement; or
• Any other reasons Company sees fit.
• Company may terminate this agreement if:
• Client may terminate this agreement at any time for any reason it sees fit.
• Upon termination of this Agreement, Company will immediately revoke Client's right to use the Business Accelerator and block all access to its account and may anonymize or delete all data and information associated with Client’s account thirty (30) days after such termination. Upon termination of this relationship, Client will remain obligated to pay any accrued charges and amounts which become due for payment prior to or following termination.

5. PAYMENT.

• Client will be required to provide account information for at least one valid credit card through the Company’s payment page (“Credit Card Information”). We will use this Credit Card Information to process agreed-upon payment in accordance with this Agreement.
• We are not liable for any payments that are not completed because: (1) your credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the credit card account; (2) You have not provided us with correct payment account information; (3) your credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).
• All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. The Company will not be responsible for any taxes or duties owed by you.
• Client agrees to pay all fees incurred by Company in order to collect payment from Client, including reasonable attorney fees.

 6. REFUND POLICY. All sales are final and no refunds will be afforded and you waive any rights to charge back your purchase with your credit card processor. Subscriptions will not be prorated if cancellation occurs during a billing cycle. Client is not entitled to a refund if either Party terminates this Agreement under Section 4.

7. NO GUARANTEED OUTCOMES. I understand that Business Accelerator outcomes can be subjective and can vary greatly depending upon individual circumstances and individual effort invested in the Business Accelerator process. Joining this Business Accelerator does not guarantee that I will take any specific action and does not offer any guarantee of success. As such, I understand that the Company makes no guarantee, representation, or warranty of any nature or kind that this program will be effective or will result in any particular outcome. I agree that I will not hold the Company responsible, in whole or in part, for any result that I do or do not achieve.

8. ASSUMPTION OF RISKS. I understand that participating in this Program entails risks and challenges associated with an intensive Business Accelerator of personal and business development, including, by way of example, physical, mental or emotional distress that may accompany significant life changes. By signing this Agreement, I am freely and voluntarily assuming the risks arising from my participation in the Business Accelerator (including risks that cannot be foreseen at this time). I take full responsibility for my business’ health, my personal health and well-being, my actions and decisions, and my personal care during my Business Accelerator engagement and thereafter.

9. CONFIDENTIALITY.

• Not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its [and its Affiliates, and their] officers, employees, consultants, and legal advisors who have a "need to know", who have been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section.
• To use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services and Deliverables; and
• To immediately notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
• Prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
• Reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
• "Confidential Information" means any information that is treated as confidential by a party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential.” Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

1. The Receiving Party agrees:
2. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide:
3. Survival: This section shall survive the termination of this Agreement until the Confidential Information becomes well-known industry practice or disclosed at large by the Disclosing Party. Whether or the Confidential Information has been disclosed at large is at the discretion of the Disclosing Party.
4. Return of Confidential Information: Upon termination of this agreement the Receiving Party must immediately return all Confidential Information, copies thereof, or anything related to Confidential Information to the Disclosing Party.

10. INTELLECTUAL PROPERTY.

• Client agrees that all intellectual property related to the Program is the sole property of the Company. Client agrees not to infringe on the Company’s intellectual property rights or use Company’s intellectual property in a manner that exceeds the scope of this Agreement.

11. LICENSE.

• Company hereby grants to the Client a limited license, subject to the terms of this Agreement, to use Program Materials for a 1 year period. 
• Client agrees to use its best efforts in the use of the Business Accelerator Materials in a way to protect the good name and goodwill associated with the Business Accelerator Material and Company
• Client agrees not to attack the title of Company in and to the Business Accelerator Material nor attack the validity of the license granted hereunder;
• Client agrees not to harm, misuse or bring into dispute the Business Accelerator Material and Company, but to the contrary, will maintain the value and reputation thereof to the best of Client’s ability.
• Client shall have no right to assign or transfer this limited license.
• The license granted herein does not grant Client any right, title or interest, at law or in equity, in or to any of Company’s trademarks, service marks, copyrights, copyrighted material, or any derivative uses thereof or, the name or images of the Company including trade secrets or other rights or intellectual property of any kind, except as provided by said license. Further, such license applies only to those Program Material designated herein. You shall not represent to others or conduct yourself in any manner that might indicate to others that you possess any other legal or equitable rights in our Business Accelerator Material, Trademarks, copyrighted materials, trade secrets or other rights or intellectual property of any kind other than by virtue of the license granted hereunder.
• Company shall have and hereby reserves all rights and remedies which it has, or which are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the Business Accelerator Material (any of which injunctive relief may be sought in the courts, and also may be sought prior to or in lieu of termination), and to be compensated for damages for breach of this Agreement.

12. REPRESENTATION AND WARRANTIES.

1. It is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
2. It has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under this Agreement;
3. The execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
4. When executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
5. Developer represents, warrants, and covenants to Customer that Developer will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

1. Each party represents and warrants to the other party that:
2. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION MUTUAL REPRESENTATION SECTION, ALL THE SERVICES/PRODUCT ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

1. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL COMPANY, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF CLIENT IS DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS AND CONDITIONS, CLIENT’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.

13. INDEMNITY. In addition, on my own behalf and on behalf of my heirs, next of kin, family members, estate, beneficiaries, executors, administrators, and representatives, I covenant and agree that (i) I will not institute or attempt to institute any legal action, arbitration, demand or proceeding against any member Company based upon any Released Claim, and (ii) I will indemnify, defend and hold Company and each of them from and against any losses, claims, liabilities, expenses or damages, including attorneys’ fees and costs, incurred in connection with the defense of any Released Claim or any other breach of my obligations under this Agreement.

14. DISPUTE RESOLUTION. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the city Austin, Texas. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in the city of Austin, Texas. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. At no point shall Company be liable to Client for more than the amount Client paid Company over the previous 12-month period.

15. CHOICE OF LAW. This Agreement and the interpretation of its terms shall be governed by the state of Texas and construed in accordance with the laws of the state of Texas and subject to the exclusive jurisdiction of the federal and state courts located in the state of Texas.

16. ASSIGNMENT AND DELEGATION. The Parties may not assign or subcontract any rights or delegate any of their duties under this Agreement without the Contractor's prior written approval. Further Assurances. On a party's reasonable request, the other party shall, at such other party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

17. RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 18. MODIFICATION. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

19. ENFORCEABILITY. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

 20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

BREATHWORK WAIVER WITH THE HEALING COUPLE LLC

Breathwork Release of Liability, Waiver, and Assumption of Risk Agreement 

In consideration of being permitted to participate in any way in Breathwork, as well as any related events or activities with The Healing Couple (hereinafter collectively “the Activities”) I, the undersigned, hereby acknowledge, understand, and expressly agree as to the following:

1. Breathwork is not suggested for individuals that are currently pregnant. If you are pregnant, you must have a release from your OBGYN prior to participating. 

2. On behalf of myself, my spouse, my minor children, wards, relatives or other persons under my care, my parents, next of kin, my heirs, assigns, agents, personal representatives, and estate, I hereby release, indemnify, and hold harmless the Healing Couple LLC and their employees, agents, representatives, team members, as well as its owners, principals, employees, agents, and representatives, with respect to any and all claims I now have or may have in the future resulting from injury, whether physical, mental, psychological or emotional, or any loss or damage to person or property, of any kind, whether arising from the negligence of The Healing Couple LLC to the fullest extent permitted by law. 

3. I understand that there exists a risk of physical, mental, psychological, or emotional injury, or although very rare, death, from the Activities, and although compliance with the guidance of The Healing Couple LLC may reduce this risk, the risk of such injury nevertheless does exist. 

4. Breathwork is not suggested for individuals that have recently encountered the following conditions: cardiovascular disease, high blood pressure, glaucoma, retinal detachment, osteoporosis, recent physical injuries or surgeries, mental illness, and seizure disorders. If you have any of these conditions, it is suggested to consult with your primary care physician prior to participating in breathwork.

5. I fully acknowledge that I am voluntarily participating in the Activities with knowledge of the danger involved, and I knowingly and freely assume all such risks, both known and unknown, even if arising from the negligence of The Healing Couple LLC or others.

6. I agree to comply with the stated and customary guidance and norms of participation in the Activities. If, however, I observe any unusual hazard during my presence or participation, I will immediately remove myself from participation in the Activities and bring such to the attention of the nearest official forthwith. 

7. I understand and acknowledge that The Healing Couple LLC is not acting in the capacity of physicians, psychologists, or healthcare professionals, and the Activities being offered are NOT intended to treat or diagnose, and does not include treatment for or diagnosis of, any illnesses, disease or disorders, whether physical, mental, psychological or emotional. 

8. I represent and certify that I am in good health physically, mentally, psychologically, and emotionally, and fully understand and acknowledge that if I were not in such good health, I would not be permitted to partake in the Activities. As such, my representation and certification that I am in good health in each of the above-enumerated ways constitute a material term upon which The Healing Couple LLC is relying in permitting me to partake in the Activities.

9. Although this Agreement fully and completely releases The Healing Couple LLC from any and all liability of any kind and of any nature in any way connected to, arising from, or relating to the Activities at issue, I further acknowledge and agree that to the extent that I violate the plain terms of this Agreement by filing a claim, suit or other action against any of The Healing Couple LLC, any such claim, suit or other action shall be filed solely and exclusively before the American Arbitration Association, as governed by the Commercial Rules of Arbitration, with the initiating party bearing the fees and costs associated with the arbitration, and with the prevailing party entitled to recover reasonable attorneys’ fees and costs associated with the arbitration. Any legal or equitable claim that may arise from participation in the above shall be resolved under California law. 

10. By signing this agreement, I acknowledge the contagious nature of COVID-19 and voluntarily assume the risk that myself or my child(ren) may be exposed to or infected by COVID-19 by participating in breathwork with The Healing Couple LLC and that such exposure or infection may result in personal injury, illness, permanent disability, and death. I understand that the risk of becoming exposed to or infected by COVID-19 during the Activities may result from the actions, omissions, or negligence of myself and others, including, but not limited to, employees, agents, independent contractors, affiliates, successors and assigns

ENFORCEABILITY

To the extent that any portion, clause or aspect of this agreement is found to be invalid, void or unenforceable, all other portions, clauses or aspects of this agreement shall remain in full force and effect.

BY FILLING IN YOUR NAME, ADDRESS, EMAIL, AND CLICKING THE BOX ABOVE YOU COMPLETELY UNDERSTAND THE INFORMATION CONTAINED IN THIS BUSINESS ACCELERATOR AGREEMENT, RELEASE OF LIABILITY, WAIVER, ASSUMPTION OF RISK, TERMINATION POLICY, AND BREATHWORK WAIVER.