Terms and Conditions

This Terms and Conditions Agreement (this “Agreement”) is entered into by and between Hustle and Surrender, LLC dba HeartMind Health (“HeartMind Health”), and the Client, (“Client”).

1. ENGAGEMENT; SERVICES

a. Client hereby engages to perform Services (as defined below), and HeartMind Health accepts such engagement, pursuant to the terms and conditions set forth in this Agreement. HeartMind Health shall render services as a consultant and/or educational provider (collectively, the “Services”). HeartMind Health and Client will mutually determine the full scope of Services to be rendered hereunder in writing (email sufficient) and/or via online registration. HeartMind Health shall follow Client’s reasonable instructions, and shall devote such time to the performance of the Services as may be reasonable, in HeartMind Health’s discretion, under the circumstances. The timing and manner of the delivery of the Services will be determined by HeartMind Health and Client in writing and/or via online registration. As applicable, the Services may at times be rendered to the employees, contractors, or other agents or service providers of Client (each a “Client Party”).

b. TERM. The term of this Agreement (the “Term”) shall commence on the date of agreement and shall continue on a week to week basis until terminated by either party in writing. HeartMind Health provides its Services at its sole discretion and may terminate providing its Services to Client at any time and for any reason by providing written notice to Client. Client is engaging HeartMind Health at their discretion and is free to discontinue utilizing its Services at any time by providing written notice to HeartMind Health, provided Client makes full payment for any Services that have already been rendered.

2. CLIENT MATTERS. Client will advise each Client Party of the following matters set forth in this Section 2.

a. Client Initiative. Each Client Party is solely responsible for creating and implementing his or her own physical, mental and emotional well-being, decisions, choices, and actions, whether or not arising out of the Services rendered to Client hereunder. HeartMind Health is not responsible for any decision, choice or action that is made by the Client Party.

b. Legal/Clinical Status. Client understands Services are a form of integrative, complementary, or alternative medicine and are not grounded in conventional medicine. Services are not a substitute for psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other medical or professional advice by legal, medical or other qualified professionals. HeartMind Health does not diagnose, prescribe, or make therapeutic claims for any specific illness, condition, or disorder. Services have not been reviewed or approved by the US Food and Drug Administration. The overall intention of the Services are to support the holistic health of the body-mind system.

c. Wellness is Holistic. Wellness is a holistic, lifestyle approach to addressing individual stressors and other factors contributing to the general wellness, health, and welfare of Client Parties, including addressing the status of a Client Party’s work-life balance, financial welfare, physical and mental health, personal relationships, and recreation and other enrichment outside of work.

d. Client Party Implementation. Each Client Party is ultimately responsible for evaluating the factors discussed in Section 2.c, among others, and determining how and when to address these matters.

f. No Diagnosis or Treatment of Medical Conditions. HeartMind Health will not diagnose or prescribe treatment plans for mental disorders (as defined by the American Psychiatric Association), or any other medical disorder, physical or otherwise. The Services are not a substitute for psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other medical or professional advice by legal, medical or other qualified professionals. HeartMind Health, may, as part of the Services, assist Client Parties in seeking out appropriate diagnosis and/or treatment from qualified parties, but each Client Party is ultimately responsible for taking the initiative regarding such person’s own health, and following through and acting upon any recommendations HeartMind Health may make. HeartMind Health will not have any liability for Client Parties using HeartMind Health’s recommendations

g. Not Accredited Educational Institution. HeartMind Health is not a licensed or accredited educational institution, and is not subject to any rules or regulations of any government or private educational institution, governing body, licensing board, or other educational regulatory mechanism.

h. Existing Care. If a Client Party is currently under the care of a medical or mental health professional, it is recommended that such person consult with their medical and/or mental health professionals prior to engaging in any activities pursuant to HeartMind Health’s recommendations. HeartMind Health is not responsible to remind Client Party to consult their medical and/or mental health professionals in accordance with this Section.

i..Non-Manipulative Therapies. Client understands that the Services provided can include non-manipulative touch therapies. Client understands that these Services are legally considered "faith healing" which are not subject to any rules or regulations of any government or private institution, governing body, licensing board, or other regulatory mechanism.

j. Anonymized Data. Client understands and acknowledges, and will inform each Client Party, that certain data compiled by HeartMind Health while rendering the Services will be retained in anonymized form by HeartMind Health.

k. Limited Expectation Of Privacy. Client understands and agrees, and will inform each Client Party, that Client has no expectation of privacy in respect to any group activity in which any such person engages as part of or as a result of the Services.

3. INDEPENDENT SERVICE PROVIDER.

a. Work Outside of Client. HeartMind Health may perform services on behalf of other persons and entities; provided, however, that its rendering of services for other persons and entities shall not materially interfere with its ability to perform the Services.

b. No Other Relationship. Nothing in this Agreement shall be construed to create any employment relationship, partnership or other venture between HeartMind Health and Client. Neither party shall have the authority whatsoever to bind the other party to any agreement or other matter without the prior written approval of an authorized representative of the such party. Neither party shall become liable or have any obligation whatsoever by reason of any representation, act or omission to the contrary.

4. COMPENSATION.

a. Fees. Session, class or other service fees will be invoiced to the Client for the Services that are provided at time of Service. Client agrees to pay such fees at time of Service. Service fees may be unilaterally amended by HeartMind Health from time to time, upon thirty (30) days’ advance notice to Client.

b. Cancellation. Client may reschedule sessions with 24 hours’ notice with no fee. Sessions canceled with less than 24 hours’ notice be will be charged the full fee.

c. No-Refund Policy. Client acknowledges and agrees that Client shall not be entitled to any reimbursement or refund of any portion of the fees paid to HeartMind Health.

d. No Waiver. HeartMind Health’s acceptance of fees with knowledge of any default by Client or waiver by HeartMind Health of any breach of any term or condition of this Agreement shall not constitute a waiver of subsequent breaches. Failure to require compliance or to exercise any right shall not be construed as a waiver by HeartMind Health of said term, condition, and/or right, and shall not affect the validity or enforceability of any other provision of this Agreement.

5. REPRESENTATIONS AND WARRANTIES.

a. By Client. Client represents, warrants, covenants, and agrees as follows:

- Right and Authority. Client has the full right and authority to enter into this Agreement.

i. No Conflict. Client’s execution of this Agreement will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract or other obligation to which Client is a party or by which Client is bound.

ii. Compliance with Law. Client will comply with all applicable laws, statutes, regulations, and governmental orders.

b. By HeartMind Health. HeartMind Health represents, warrants, covenants, and agrees as follows:

- Right and Authority. HeartMind Health has the full right and authority to enter into this Agreement.

i. No Conflict. HeartMind Health’s execution of this Agreement will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract or other obligation to which HeartMind Health is a party or by which HeartMind Health is bound.

6. PROPRIETARY RIGHTS. Client agrees that HeartMind Health shall retain any and all rights HeartMind Health may have in the System IP (as defined below), including, without limitation, any modifications or derivatives thereof. Client shall make no other use of the System IP without HeartMind Health's written consent or pursuant to the terms of this Agreement. As used in this Agreement, “System IP” means all documentation, methodologies, training materials, processes, design concepts, programs, systems, models, data, materials, software or programming tools, and any other tools, each in whatever form, used or created by HeartMind Health in connection with, or in support of, the Services.

7. INDEMNIFICATION. Client shall indemnify, protect, defend and hold harmless HeartMind Health and each of its members, managers, officers, employees, contractors, attorneys, agents, representatives, and each of their respective successors and assigns (collectively “HeartMind Health Parties” and each a “HeartMind Health Party”), from and against any and all claims, liabilities, demands, obligations, actions, lawsuits, costs, fees and expenses (including reasonable attorneys’ fees and costs), of every and whatever type, kind, nature, name, description or character, and irrespective of how, why, or by reason of what facts, whether or not asserted, known or unknown, presently existing or asserted, hereafter existing or asserted, or otherwise, each as though fully set forth herein at length (collectively, “Claims”), arising out of or in connection with: (i) any breach or threatened breach by

Client of any of Client’s representations, warranties, covenants, agreements, duties or obligations set forth under this Agreement; (ii) Client Party’s use of the Services; (iii) any other utilization of the Services; or (iv) Client’s general acts and/or omissions, including without limitation its negligence, gross negligence, fraud or willful misconduct.

8. DISCLAIMER AND LIMITATION OF LIABILITY.

a. The Services are provided "as is," "as available," with all faults and without any warranties, representations or conditions of any kind. HeartMind Health does not make any representations, warranties or conditions about the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, or timeliness of the Services. HeartMind Health does not assume any responsibility for any incompleteness, errors, omissions, inaccuracies or other limitations in the Service, or for relapse, medical complications, overdose of any kind, psychotic breaks or episodes, or injury to person or property inflicted by Client or a Client Party (including, without limitation, suicide or grievous bodily harm). Client acknowledges and agrees that HeartMind Health has no ability to ensure that Client’s or a Client Party’s behavior and/or lifestyle is conforming or will conform to the behaviors/lifestyle which is encouraged pursuant to the Services.

b. Disclaimer. To the fullest extent permitted by law, HeartMind Health disclaims all warranties, representations and conditions of any kind with respect to the subject matter of this Agreement, whether express, implied or collateral. To the fullest extent permissible pursuant to applicable law, HeartMind Health disclaims all liability, whether based on warranty, contract, tort (including but not limited to negligence, gross negligence or willful misconduct), product liability, strict liability, statutory liability, breach of a fundamental term, fundamental breach, or any other legal theory, for any loss or damages of any kind (including, without limitation any (i) direct, indirect, special, consequential, loss of data, exemplary or punitive loss or damage, (ii) personal injury, (iii) fines, fees, penalties, or (iv) any other losses or damages whether or not Client is advised of the possibility of such damages, resulting from the use of, or the inability to make use of, the Services provided by HeartMind Health hereunder or pursuant hereto. The maximum liability of HeartMind Health Parties and their affiliates to Client or a Client Party arising out of or in connection with this Agreement shall be limited to the fees paid by Client to HeartMind Health for the applicable Services in the six (6) months immediately preceding an event that first gave rise to a claim. No action, regardless of nature arising from Services may be brought by the Client, more than one (1) year after services rendered.

c. Unanticipated results. Client is about to engage in an activity that may have unanticipated results physically and mentally. Client acknowledges and agrees that it understands the risks involved and believe it is competent to care for its own and each Client Party’s safety. Client assumes full financial responsibility for its and each Client Party’s care if they are injured either during the activity or going to or coming from the activity.

d. No restrictions on relationships. HeartMind Health is not a therapy, medical or licensed educational provider and is not bound by any regulation or licensing related to those services, and as such does not place any restrictions on the nature or type of relationship between service provider and client, including within and outside of services being provided. The nature of relationship between service provider and client is solely at the discretion of the parties involved. Client may have any type of relationship including but not limited to spiritual, friendship, student teacher, or business with anyone at HeartMind Health, including another Client, service provider, employee or contractor and any relationship they choose to have is a private matter between them. HeartMind Health is not responsible for any relationship Client or Client Party chooses to have outside of solely the Services being provided.

e. Emergency medical care authorization. If Client is unable to be consulted about emergency medical care, they authorize HeartMind Health and their owners, agents, contractors and employees to obtain medical help on their behalf. This authorization includes but is not limited to permission to call 911, to authorize emergency medical care by appropriately licensed personnel and transport to and treatment by the nearest appropriate facility.

f. Basis of Bargain. Client acknowledges HeartMind Health has set its prices and entered into this agreement in reliance on the provisions of this Section 8, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

9. RELEASE OF INFORMATION To Law Enforcement/Probation/Parole. Client does hereby authorize and release HeartMind Health Parties with respect to any disclosure of information about a Client Party made by a HeartMind Health Party to any law enforcement agency, probation and/or parole department, any other government and/or healthcare entity, to the extent HeartMind Health Party is required by law or reasonably determines that such disclosure is necessary or proper. Without limitation, the disclosure of Client’s confidential information may be required by law if there is a reasonable suspicion of child abuse or abuse of anyone age 65 or older or dependent adult, if there is a reasonable suspicion that a client presents a danger of violence to others or is likely to harm him or herself unless protective measures are taken, or in accordance with a legal proceeding.

10. MISCELLANEOUS.

a. Survival. The provisions of the following Sections shall survive any termination of this Agreement: 3-9, and any other provision which by its nature should survive termination.

b. Entire Agreement. This Agreement, contains the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements or understandings among the parties with respect thereto.

c. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina (without regard to conflicts of law principles), and the parties hereby consent to the exclusive jurisdiction of South Carolina state courts or federal courts located within Charleston County, South Carolina, over all matters relating to this Agreement.

d. Joint and Several Liability of All Clients. If Client consists of more than one person or entity, or if a third party isagreeing to be financially responsible for Client, each of the parties signing this Agreement as, or on behalf of, Client jointly and severally make each representation, warranty, covenant, and/or agreement herein, and will be jointly and severally liable for Client’s duties and obligations hereunder, including without limitation, with regard to payment of fees to HeartMind Health.

e. Assignment; Supervision. Client shall not assign its duties, obligations, rights or other interests under this Agreementwithout HeartMind Health’s prior written consent, which shall not unreasonably be withheld. HeartMind Health may assign and/or delegate its duties or obligations hereunder at its discretion, without Client’s prior written consent.

f. Amendment, Modification, and Waiver. This Agreement may not be amended, modified or supplemented except pursuant to an instrument in writing signed by each of the parties hereto, except that any party to this Agreement may waive any obligation owed to such party by another party under this Agreement, provided such waiver is in writing. The waiver by any party hereto of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

g. Severability. If any provision of this Agreement as applied to any party or to any circumstance shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstance, or the validity or enforceability of this Agreement, and any provision that is found to be void, invalid or unenforceable shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law.

h. Notices. All notices, statements and other documents that any party is required or desires to give to any other party hereunder shall be given in writing and shall be served in person by express mail, certified mail, overnight delivery, electronic mail or by facsimile at the respective addresses of the parties as set forth in the client registration, or at such other addresses as maybe designated in writing by such party in accordance with the terms of this paragraph. The time to respond to any notice shall run from the time the notice is actually delivered to the person to whom the notice is addressed. Notices to HeartMind Health shall be sent to alex@heartmind.health.

i. Binding Effect. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

j. Further Acts. Each party shall execute and deliver all such further instruments, documents and papers, and shall perform any and all acts necessary to give full force and effect to all of the terms and provisions of this Agreement.

m. Construction. Whenever used in this Agreement, the terms “including,” “include,” “includes” and the like are not intended as terms of limitation, and, hence, shall be deemed to be followed by “without limitation.”

n. Counterparts. This Agreement may be executed in one or more counterpart signature pages, including PDF signature pages and electronic signatures, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREE TO ABIDE BY THEM.

I UNDERSTAND THAT HEARTMIND HEALTH IS NOT A MEDICAL OR THERAPY PROVIDER, AND MAKES NO CLAIM TO BE A MEDICAL OR THERAPY PROVIDER OR LICENSED EDUCATIONAL PROVIDER, OR BEING AFFILIATED WITH ANY MEDICAL OR THERAPY OR EDUCATIONAL PROVIDER OR FACILITY.