The Fertility Academy PLLC
Wellness Coaching Services Aggreement

GENERAL TERMS AND CONDITIONS FOR SERVICES

This Agreement for services (the “Agreement”) is entered into by and between the client purchasing services, jointly and severally, (the “Client” or “you”) and The Fertility Academy PLLC, a Montana professional limited liability company (the “TFA”), shall be deemed executed upon the last date of execution by all of the undersigned (the “Effective Date”). These Terms are binding upon execution of this Agreement.

1. Medical Related Disclaimer. TFA strives to fulfill Client’s needs and expectations however,
while TFA employs licensed nurses, the programs and services provided by TFA pursuant to
this Agreement do not constitute medical advice. Although TFA strives to provide accurate
general information, the information presented here is not intended for the prevention or
treatment of infertility and it is not a substitute for medical or professional advice. Always
consult your healthcare provider for your particular medical needs and circumstances prior to
making any medical decisions regarding your health and fertility whatsoever. Those who do
not seek counsel from the appropriate healthcare authority assume the liability for any damage,
loss, or injury which may occur.

2. Relationship of Parties. The Client understands that participation in any TFA programs or coaching services does not establish a relationship of any kind with TFA, including, but not
limited to a doctor/physician-patient or nurse-client/patient relationship.

3. Description of Services. TFA offers a variety of different wellness coaching programs and
services. The Client’s specific services and payment terms are determined based on the services chosen by the Client.

4. Fees. Fees are determined based off of the specific program and services selected by the Client. TFA will accept payment via Credit Card, Thrivecart, or Godaddy payments at the start of the scheduled one-on-one coaching period, or via Thrivecart or Stripe when purchasing products, memberships, programs, workshops, or courses. If TFA is required to travel more than 30 miles of its place of business, the Client shall pay for TFA’s actual mileage at the then-current IRS Standard Mileage Rate.

5. Late Charges. TFA will charge interest on any payments not received when due at a rate of
15% per annum or, if lower, the maximum amount permitted under applicable law. TFA may
suspend performance for all services until payment has been made in full.


6. Refunds for Live Programs. Client will have seven (7) days prior to the date of the start of a Live Program to terminate their participation for a full refund. In the event that they cancel not less
than seven (7) days prior to the date of the start of a program, they will receive a refund of half
of their payment. Due to the time and resources TFA invests in each of our clients upon
enrollment, no refunds will be provided for any reason for a cancellation within seven (7) days
of the date of the start of the program. Online products, memberships, and courses are nonrefundable upon payment.

7. Term and Termination.

7.1.Term. This Agreement commences as of the Effective Date of this Agreement and shall
continue until the completion of any coaching program and services provided by TFA.

7.2.Termination.

7.2.1. Either party may terminate this Agreement at any time with written notice.

7.2.2. Either party may terminate this Agreement, effective upon three (3) days’ written
notice to the other party (the “Defaulting Party”), if the Defaulting Party:
(a) breaches this Agreement, and such breach is incapable of cure or, with respect
to a breach capable of cure, the Defaulting Party does not cure such breach within three (3) days after receipt of written notice of such breach. If the Defaulting Party is the Client, payment of any outstanding fees shall become
immediately due and payable.

7.2.3. Client’s Termination. If Client terminates this Agreement at any time without cause, there will be no refunds issued and payment by the Client of any outstanding
fees shall become immediately due and payable. CLIENT MUST PAY IN FULL ANY OUTSTANDING BALANCE.

7.2.4. Non-payment. TFA may terminate this Agreement immediately upon default of
payment. In the event of termination under this Section, payment by the Client of any
outstanding fees shall become immediately due and shall be paid immediately.
CLIENT MUST PAY IN FULL ANY OUTSTANDING BALANCE.

8. Copyright Policy. All program materials, including but not limited to any coaching sessions,
audio or video recordings, recipes, workbooks, handouts or any other material or any copyright
protected intellectual property of TFA, are protected by U.S. copyright law (the “Program
Materials”). These Program Materials are for your personal use only. You shall not distribute,
reproduce, or publicly display any Program Materials or notes on the Program without the express written consent of TFA.

9. Scheduling. For one-on-one coaching services only. Each coaching session will end accordingly to the scheduled time. If Client is more than fifteen (15) minutes late, the session will be cancelled and the Client will be charged for the full session. If the Client needs to reschedule or cancel an appointment, the Client must do so 24 hours in advance, otherwise the Client will forfeit that session and pay a $50 cancellation fee. No-shows will be charged a $50 no-show fee.

10. Communication. TFA’s primary source of communication is through electronic
communication (via email). TFA’s office hours are 12:00 PM to 5:00 PM M.S.T., Monday-Friday and communication may be limited during the weekend and upon travel notification.

11. Notice. Electronic communication (via email) is the only official documentation accepted for any required notifications to TFA pursuant to this Agreement. Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving party has received the Notice;
and (b) the party giving the Notice has complied with the requirements of this Section.

12. Additional Disclaimers, Warranties, and Limitation of Liability.

12.1. Information Disclaimer.

12.1.1. Website and Social Media Accounts. The information provided by TFA’s website
located at https://thefertilityacademy.com/ (the “Site”) and any related social media accounts
is for general informational purposes only. All information on the Site and any related
social media accounts is provided in good faith, however TFA makes no representation
or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity,
reliability, availability, or completeness of any information on the Site or any related
social media accounts. UNDER NO CIRCUMSTANCES SHALL TFA HAVE
ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF THE USE OF THE SITE AND ANY RELATED
SOCIAL MEDIA ACCOUNTS OR RELIANCE ON ANY INFORMATION
PROVIDED ON THE SITE AND ANY RELATED SOCIAL MEDIA
ACCOUNTS. CLIENT’S USE OF THE SITE AND INFORMATION FROM
RELATED SOCIAL MEDIA ACCOUNTS AND YOUR RELIANCE ON ANY
INFORMATION ON THE SITE AND INFORMATION FROM RELATED
SOCIAL MEDIA ACCOUNTS IS SOLELY AT YOUR OWN RISK.

12.1.2. Testimonials. The Site may contain testimonials by users of TFA’s products and/or
services. These testimonials reflect the real-life experiences and opinions of such users.
However, the experiences are personal to those particular users, and may not necessarily be representative of all users of TFA’s products and/or services. The
testimonials on the Site are not intended, nor should they be construed, as claims that
TFA’s products and/or services can be used to diagnosis, treat, mitigate, cure, prevent,
or otherwise be used for any disease or medical condition. No testimonials have been
clinically proven or evaluated. TFA does not claim, and the Client should not assume, that all users will have the same experiences. CLIENT’S INDIVIDUAL RESULTS
MAY VARY.

12.2. Conception and Results Disclaimer. TFA does not guarantee conception or that
the Client will get pregnant, maintain a pregnancy, improve ovulation, improve sperm
parameters, improve egg or sperm quality, minimize or eliminate the possibility of miscarriage, eliminate chromosome abnormalities, improve fertility treatment parameters,
increase live birth rates, treat or manage other conditions, or achieve any other medical
results.

12.3. Third-Party Products Disclaimer. TFA may recommend third-party products to Client. It is the Client’s responsibility to consult with their healthcare provider prior to beginning the use of any product to confirm the safety of that product for the Client.

12.4. NO WARRANTY. TFA MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH THE CLIENT. TFA PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL TFA’S
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER ARISING OUT OF OR RELATED TO BREACH OF AGREEMENT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OWED TO TFA PURSUANT TO THIS AGREEMENT. BOTH PARTIES AGREE THAT TFA DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO
PERFORM UNDER THIS AGREEMENT. TFA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY
THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT OR ANY
PROFESSIONAL OR OTHER ADVICE OR DIAGNOSIS OBTAINED FROM
THIRD PARTIES.

12.5. Limitation of Liability. TFA’s liability to Client for any claim for damages, reimbursement or loss suffered, relating to or in any way arising out of TFA’s performance
under this Agreement, is solely limited to the amount owed to TFA by the Client pursuant
to this Agreement.

13. Force Majeure.

13.1. Except with regard to payment obligations, either party shall be excused from
delays in performing or from failing to perform its obligations under this Agreement to the
extent the delays or failures result from causes beyond the reasonable control of the party
(the “Impacted Party”), including, but not limited to: failures or default of third-parties,
earthquake, acts of God or of the public enemy, U.S. or foreign governmental actions,
strikes, fire, flood, epidemic, pandemic, and freight embargoes.

13.2. The Impacted Party shall give notice within three (3) days of the Force Majeure event to the other party, 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 ten (10) days following written notice given by it under this Section 13.2, either party
may thereafter terminate this Agreement upon 30 days' written notice.

14. Release and Indemnification.

14.1. Client’s Release and Indemnification. Client understands that TFA and its
subsidiaries, affiliates, officers, members, managers, contractors, agents, co-branders or
other partners, and employees (the “Indemnified Party”) (a) are providing non-medical
services, (b) are not acting in their capacity as licensed nurses, and (c) the Client shall release and, indemnify and hold harmless TFA, to the fullest extent permitted by law, against any losses regarding any matter within the scope of this Agreement. This includes
defending against all claims of third-parties and all associated losses, to the extent arising
out of (i) Indemnified Party’s negligence in performing any of its obligations under this
Agreement, or (ii) claims that are caused directly by the negligent acts or omissions by
Indemnified Party, or (iii) actions which result in bodily injury or property damage. This
indemnification provision shall be binding upon insured to benefit the parties, their
successors, assigns and personal representatives and shall survive the termination of this
Agreement.

14.2. Indemnification Procedures. Whenever any claim shall arise for indemnification
hereunder, the Indemnified Party shall promptly provide written notice of such claim to the
Indemnifying Party. The failure to give prompt notice shall not, however, relieve the
Indemnifying Party of its indemnification obligations, except and only to the extent that
the Indemnifying Party forfeits rights or defenses by reason of such failure. In connection
with any claim giving rise to indemnity hereunder resulting from or arising out of any
action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such action with its counsel. The Indemnified Party shall be entitled to participate in the defense of any such action, with its counsel and at its own cost and
expense, subject to the Indemnifying Party's right to control the defense thereof. If the
Indemnifying Party does not assume the defense of any such action, the Indemnified Party
may, but shall not be obligated to, defend against such action. Neither party shall settle any
action without the other party's prior written consent (which consent shall not be
unreasonably withheld or delayed).

14.3. Payments. Once a loss is agreed to by the Indemnifying Party or finally adjudicated
to be payable pursuant to this Section 14.3, the Indemnifying Party shall satisfy its
obligations within thirty (30) days of such Agreement or final, non-appealable adjudication
by wire transfer of immediately available funds. The parties hereto agree that should an
Indemnifying Party not make full payment of any such obligations within such thirty (30)
day period, any amount payable shall accrue interest from and including the date of
Agreement of the Indemnifying Party or final, non-appealable adjudication to and
including the date such payment has been made at a rate per annum equal to 15%. Such
interest shall be calculated daily on the basis of a 365-day year and the actual number of
days elapsed, without compounding.

15. Miscellaneous.

15.1. Authority. Each party hereto is duly authorized and empowered to execute, deliver, and perform its obligations under this Agreement and such action does not conflict with or violate any provision of law, regulation, policy, Agreement, or other instrument to which
it is a party or by which it is bound and that this Agreement constitutes a valid and binding
obligation of it enforceable in accordance with the laws of the State of Montana.

15.2. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted assigns.
Client may not assign this Agreement or the rights and obligations thereunder to any thirdparty without the prior express written approval of TFA. No assignment shall relieve the
assigning party of any of its obligations hereunder.

15.3. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties as to its subject matter and supersedes all prior Agreements, oral and written,
between the parties as to the subject matter of this Agreement.

15.4. Non-Disparagement. In the event of a dispute or disagreement between the parties,
the parties agree that they neither will engage in any conduct or communications, public or
private, designed to defame or disparage the name or reputation of the other.

15.5. Modification and Waiver. This Agreement may not be altered except by written Agreement signed by both parties. Either party may waive provisions of this Agreement; however, a waiver of one provision does not waive any other provision. The party waiving
any provision must do so in writing.

15.6. Attorney Fees. If either party must bring an action or other proceeding to enforce
this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees
and other costs incurred in the action or proceeding.

15.7. Joint and Severally Liable. Each person signing as Client shall be jointly and
severally liable for full payment pursuant to the payment terms set forth in this Agreement.

15.8. Headings. The headings and sub-headings of clauses contained are used for convenience and ease of reference and do not limit the scope or intent of the clause.

15.9. Counterparts. A copy of this Agreement may be executed by each party separately, and the separate, executed copies, taken together shall constitute the full and complete Agreement between the parties.

15.10. Facsimile and Electronic Documents. A facsimile or electronic copy of this
Agreement that contains the signatures of the parties may be used as the original.

15.11. Governing Law. This Agreement shall be governed and construed under the laws
of the State of Montana.

15.12. Disputes.

15.12.1. Both parties agree to make a good-faith effort to resolve any disputes arising
out of, or in connection with, this Agreement through open communication. If
resolution is not possible, any dispute, controversy, or claim arising out of or related to
this Agreement or any breach or termination of this Agreement, including but not
limited to the Services provided to the Client, and any alleged violation of any federal,
state, or local statute, regulation, common law, or public policy, whether sounding in
Agreement, tort, or statute, shall, on written request of either party served on the other,
be submitted first to mediation and then to an Arbitrator.

15.12.2. Arbitration. In the event that there ever arises a dispute between TFA and
Client with respect to the services provided pursuant to this agreement or otherwise
pertaining to the relationship between the parties, the parties agree to submit to binding
arbitration before the American Arbitration Association (Commercial Arbitration and
Mediation Center for the Americas Mediation and Arbitration Rules). Arbitration shall
be conducted in Bozeman, Montana. Any judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration
shall be conducted by a single arbitrator. The sole remedy that can be awarded to the
Client in the event that an award is granted in arbitration is the return of any amount
owed to TFA by the Client pursuant to this Agreement. Without limiting the generality
of the foregoing, no award of consequential or other damages, unless specifically set
forth herein, may be granted to the Client.

15.13. Severability. In the event any term contained in this Agreement is determined to
be invalid or unenforceable, the remainder of the Agreement shall remain valid and
enforceable.

License
Unless otherwise stated, The Fertility Academy, PLLC and/or its licensors own the intellectual property rights for all material from The Fertility Academy, PLLC . All intellectual property rights are reserved. You may access this from The Fertility Academy, PLLC for your own personal use subjected to restrictions set in these terms and conditions.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. The Fertility Academy PLLC does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of The Fertility Academy PLLC, its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, The Fertility Academy PLLC shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

The Fertility Academy, PLLC reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

BY ACCEPTING THIS AGREEMENT, THE CLIENT ACKNOWLEDGES THAT:

(1) THE CLIENT HAS REVIEWED THIS AGREEMENT IN FULL;

(2) THE CLIENT HAS HAD AN OPPORTUNITY TO DISCUSS THE CONTENTS WITH TFA AND, IF DESIRED, TO HAVE IT REVIEWED BY AN ATTORNEY; AND

(3) THE CLIENT UNDERSTANDS, ACCEPTS AND AGREES TO ABIDE BY THE TERMS AND CONDITIONS HEREOF.

(4) THE CLIENT UNDERSTANDS THAT THEY ARE ELECRONICALLY SIGNING THIS DOCUMENT BY AGREEING TO THE TERMS AND CONDITIONS HEREOF.