BRAIN-BASED WELLNESS, LLC
COURSE AND PROGRAM AGREEMENT

Set forth below are the terms of all courses and programs by Brainbased.com (the “Program”) that you (“Client”) have selected, which will be provided by Brain-Based Wellness, LLC, a Texas limited liability company (“Company”). By checking the box next to “I have read and agreed to the Brainbased.com terms and conditions” (this “Agreement”), Client hereby agrees to be bound by the terms and conditions set forth herein (including, without limitation, those set forth in Exhibit A hereto).

Fee Payment Terms

• All fees paid to the Company are non-refundable (with no exceptions). 

• Payment for the Program will be collected in full or on a payment plan
• Payment plan terms are binding, and there are no cancellations
• A $50 fee will be charged for all declined/NSF payments
• Payment may be made via Stripe and Paypal 
• Client expressly authorizes Company to charge Client’s credit card on file with Company for fees and charges related to their payment plan.
• If this Agreement is terminated by Company or Client for any reason, then Client will pay Company, within five (5) calendar days following the termination date, liquidated damages equal to (i) the total price of Program minus (ii) the aggregate amounts paid by Client prior to such termination date. The parties agree that the amount of such liquidated damages is reasonable in light of the actual and anticipated harm caused by such early termination and the difficulty of proving such loss, and that such liquidated damages do not constitute a penalty.  

Client Role and Responsibility

Client must take complete responsibility for Client’s physical health and emotional wellbeing.

Client is expected to exercise discernment when applying any techniques or strategies learned through the Program. Should Client have any concern or hesitation about applying any of the information distributed through Company, the Program, or any coach or facilitator, Client is not required under any circumstances to put Client at any risk for adverse reactions and Client hereby assumes all risk for any such adverse reactions. 

The techniques may be used in conjunction with any existing coaching or healthcare system, whether traditional or alternative, but are not intended to be a substitute for professional medical advice and competent, regular and appropriate medical care, medical treatment or mental health therapy. Client is advised not to discontinue or to avoid medical or psychological consultations and Company encourages Client to seek the care of other healthcare professionals if Client believes such care is required.  Client should not discontinue or modify any current medication or treatment without first obtaining approval from a healthcare professional licensed to prescribe medication.  Client should consult with a licensed healthcare practitioner before altering or discontinuing any current medications, treatment or care, or starting any diet, exercise or supplementation program, or if Client has or suspects Client might have a health condition that requires medical attention.

If Client believes anything related to our services or any related products causes Client an undesirable reaction or what could be termed a side-effect, Client should immediately consult with a licensed healthcare professional and cease use of whatever Client believes may be causing this issue. 

The information provided by the Program is for informational and/or educational purposes only, and is not intended to be, nor should be construed as, medical advice or a treatment plan.  Programs are not intended to diagnose, treat, cure or prevent any disease. Nothing learned or provided through the Program should be considered to be a promise of benefit, claim of cure, or guarantee of results to be achieved. Nothing learned or provided through the Company should be considered to be a recommendation or endorsement. The United States Food and Drug Administration has not evaluated any statement, claim, or representation made through the Program. 

Company will not be requesting or maintaining any medical records for Client.  Neither Company, Elisabeth Kristof, nor any other individual delivering the Program will be doing so under or pursuant to a medical or other healthcare license.

Company does not recommend or endorse third party individuals, businesses, products, tests, or services. 

Waiver and Release of Liability

Client acknowledges and understands that there is a risk of injury while participating in somatic movements, emotional processing, and applied neurology/nervous system training (the “Activity”).

Client further acknowledges that the Activity may involve a test of a person\\\\\\\'s physical and mental limits and may carry with it the potential for death, serious injury, and property loss.  Client agrees not to participate in the Activity unless Client is medically able and properly trained, and Client agrees to abide by the decision of Company and any of its representatives or agents regarding Client’s approval to participate in the Activity.

Client is voluntarily participating in the Activity entirely at Client’s own risk.  Client is aware of the risks associated with participating in the Activity, which may include, but are not limited to, physical or psychological injury, pain, suffering, illness, disfigurement, temporary or permanent disability (including paralysis), economic or emotional loss, and death. Client understands that these injuries or outcomes may arise from Client’s own or others\\\\\\\' negligence.  Nonetheless, Client assumes all related risks, both known and unknown to Client, of Client’s participation in the Activity.

Client, on behalf of Client and Client’s spouse, heirs, executors, administrators, assigns, and personal representatives, knowingly and voluntarily provides this waiver and release of liability, hereby waives any and all rights, claims or causes of action of any kind arising out of Client’s participation in the Activity, and hereby releases and forever discharges Brain-Based Wellness LLC, and its affiliates, members, managers, officers, directors, employees, insurers, counsel, representatives, and agents (collectively, “Releasees”), from any physical or psychological injury that Client may suffer arising out or as a result of Client’s participation in the Activity.  Client agrees not to sue or bring any legal action against any Releasees for injury arising out of Client’s participation in the Activity.

EXHIBIT A

TERMS AND CONDITIONS

• Terms and Conditions.  These Terms and Conditions (these “Terms”) herein apply to Client’s participation in Brainbased.com courses and programs and the use of Company IP (as defined below). As used herein, “Program IP” means all of the techniques, methods, models, frameworks, processes, data, programs, systems, tools, content, and materials comprising or contained in the Program (regardless of whether provided or disclosed to Client (i) orally, electronically, in written form, or otherwise, and (ii) before, during or after the program).  Program IP includes, without limitation, Company’s videos, NSI tool and drill sheet, worksheets, and voice messages.  

• License and Use of the Programs and Courses.   Company grants to Client a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited right and license (the “License”) to use the Program IP solely to implement the Program within Client’s life to improve Client’s wellbeing and nervous system regulation (the “Permitted Use”).  Subject to the limited rights expressly granted hereunder, Company is the exclusive owner of, and reserves all rights, title and interest in and to, the Program IP (including, without limitation, all related intellectual property rights and all Improvements thereto).  No rights are granted to Client hereunder other than as expressly set forth in these Terms.  As used herein, “Improvements” means any and all discoveries, improvements, customizations, enhancements, modifications, ideas, concepts, creative works, and designs, whether or not in writing or reduced to practice, and whether or not they are patentable (including, but not limited to, processes, methods, formulas, and techniques and know-how) related to the Program IP.

• Program-Related IP.  Any Intellectual Property (a) made, conceived, developed, or reduced to practice, or caused to be made, conceived, developed, or reduced to practice, by Client, alone or in conjunction with others, during the term of the License and (B) disclosed to Company (whether orally, in writing, electronically or otherwise) (“Program-Related IP”) will be deemed to have been made or developed by Client solely for Company’s benefit, will be held in trust for Company’s exclusive use and benefit, and will be Company’s sole and exclusive property.  Client will not, either during the term of the License or at any time thereafter, use or disclose to any party Program-Related IP.  Client agrees to assign, and does hereby assign, to Company all right, title, and interest in and to any Program-Related IP, including, without limitation, any “moral” rights which Client may have in the Program-Related IP under any copyright law or other similar law.  Client also agrees, during the term of the License and at any time thereafter, at Company’s request and expense but without further consideration, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for Program-Related IP in any country in the world.  Without limiting the generality of the foregoing, Company may, in its sole discretion, incorporate the Program-Related IP into the Program. 

• Prohibited Activities.  Client expressly agrees not to: (a) distribute the Program IP to any third party; (b) use any of the Program IP for any purpose (regardless of whether business, educational or otherwise) apart from the Permitted Use (regardless of whether such non-Permitted Uses are for-profit or not-for-profit); (c) copy, modify, adapt, translate, publish, port, display, license, sublicense, rent, lend, lease, loan, sell, resell, assign, transfer, distribute, make derivatives (including, without limitation, improvements, enhancements, revisions or modifications) of, or otherwise transfer or assign any right to, the Program IP; (d) remove any copyright, trademark, patent or other proprietary notices from the Program IP; (e) challenge the validity of the copyrights, trademarks, patents or any other rights of Company to the Program IP, or title or interest thereto; and (f) use any of the Program IP to create, promote, market, sell, and/or distribute any similar or competitive membership or program (including, without limitation, any written membership/program, any live or taped seminar, any individual or group membership/program, or any membership/program delivered through the Internet or other electronic medium).

• Confidentiality.  Except  as expressly provided in these Terms, Client will (a) keep confidential and not divulge, furnish or make accessible to any party any Confidential Information, and (b) not use the Confidential Information for the benefit of any third party.  As used herein, “Confidential Information” means all information concerning or related to the Program IP (whether prepared by Company, its advisors or otherwise, and regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form).

• Late Fees/Suspension. Company may charge interest on all overdue fees at a rate equal to one and one-half percent (1.5%) per month (or, if lower, the maximum allowable by applicable laws) on the unpaid amount until such amounts are paid. If Client fails to pay, when due, any fees, late fees, or other charges due to Company under this Agreement, Company may, in Company’s sole and absolute discretion and upon written notice to Client, immediately suspend Company’s provision of Program services.  Client expressly acknowledges and agrees that Company will have no liability to Client whatsoever if Company elects to suspend Company’s provision of Program services (even if Company has been advised of the possibility of damages (which include, but are not limited to, adverse physical or psychological impacts)).  

• Independent Contractor.  Company is an independent contractor and not an agent, employee, partner, joint venture partner, subsidiary or an affiliated entity of Client.  Nothing contained in this Agreement is intended or is to be construed to imply a joint venture, employer and employee, or principal and agent relationship between Client and Company.  No party shall incur any debts or make any commitments on behalf of the other party, except to and only to the extent, if at all, specifically provided in this Agreement.

• Termination.  Company may terminate the License and this Agreement immediately upon written notice to Client in the event of Client’s breach of any provision of this Agreement (including, without limitation, any provision of these Terms).  Upon termination of the License and this Agreement by Company, Client will immediately (a) cease all use of the Program IP and (b) return to Company all Confidential Information and destroy all copies of such Confidential Information which exist in any tangible form (including written and electronic forms).

• Inspection and Audit Rights.  Company may, at its expense, inspect, audit, and make copies of Client’s books and records, and other existing documents and data for purposes of verifying the performance by Client of its obligations under these Terms; provided, that if Company’s inspection/audit reveals a violation of such obligations, then Client will be required to reimburse Company for any reasonable expenses incurred by Company in undertaking such inspection/audit.

• Indemnification.  Client shall defend, indemnify and hold harmless Company and its affiliates, members, managers, officers, directors, employees, insurers, counsel, representatives, and agents (each an “Indemnitee”) from and against any and all claims (including, without limitation, any investigation, action or other proceeding, whether instituted by a third party against an Indemnitee or by an Indemnitee for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs and expenses (including, without limitation, attorneys\\\\\\\' fees and court costs) that constitute, or arise out of or in connection with (a) any breach by Client of its representations, warranties, agreements and covenants set forth in this Agreement, (b) Client’s participation in the Program and the Activity, or (c) Client’s failure to disclose truthful, accurate and complete information relevant to the Program provided by Company.

• Disclaimers. COMPANY MAKES NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROGRAM OR PROGRAM IP PROVIDED TO CLIENT PURSUANT TO THE LICENSE AND THIS AGREEMENT.  CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY HAS NOT PROVIDED ANY GUARANTEE OF SUCCESS OR OF SPECIFIC RESULTS IN CONNECTION WITH THE PROGRAM, THE PROGRAM IP OR CLIENT’S USE THEREOF, AND HAS NOT PROVIDED ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OUTCOME FROM CLIENT’S USE OF THE PROGRAM OR THE PROGRAM IP.  CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT COMPANY DOES NOT PROVIDE ANY MEDICAL ADVICE OR TREATMENT PLANS AND WILL NOT REQUEST OR MAINTAIN ANY MEDICAL RECORDS FOR CLIENT.

• Limitation of Liability. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO CLIENT OR ANY CLIENT PARTY FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM, THE LICENSE, CLIENT’S PARTICIPATION IN THE PROGRAM AND/OR USE OF THE PROGRAM IP, OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH CLAIM IS BASED (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHICH INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIES). IF ANY JURISDICTION DOES NOT ENFORCE THE LIMITATION OF LIABILITY SET FORTH ABOVE, IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT FOR THE PROGRAM GIVING RISE TO SUCH CLAIM(S).  As used herein, “Client Party” means Client and Client’s spouse, heirs, representatives, and agents.

• Miscellaneous.  
• Electronic Signature Effective.  This Agreement is an electronic contract that sets out the legally binding terms of Client purchase of the Program.  Client indicates Client’s acceptance of this Agreement by checking the box next to “I have read and agreed to the Brainbased.com terms and conditions”.  This action creates an electronic signature that has the same legal force and effect as a handwritten signature.  By checking the box next to “I have read and agreed to the Brainbased.com terms and conditions” Client agrees to the terms and conditions contained or referenced in this Agreement.  Client also consents to have this Agreement provided to Client in electronic form.  
• Entire Agreement; Amendment.  This Agreement constitutes the entire agreement of Company and Client with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous written and oral agreements, representations and communications between Company and Client relating to such transactions.  This Agreement may be amended, supplemented, or otherwise modified only by a writing signed by both Company and Client, and any such amendment shall be effective only to the extent specifically set forth in such writing.  
• Equitable Relief.  Client acknowledges and agrees that Company would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by Client in accordance with their specific terms or are otherwise breached, and that money damages would not be a sufficient remedy for such breach.  Accordingly, Client agrees that Company will be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach, without any requirement to post bond or other security or to prove actual damage or harm.   Such remedies shall not be deemed to be the exclusive remedies for any such breach but shall be in addition to all other remedies available at law or in equity. 
• Force Majeure.  Company shall not be liable to Client for any delay in or failure of Company’s performance under this Agreement (including, without limitation, Company’s failure to make available the Program or any component thereof) resulting from any act of God, fire, flood, explosion or other natural disaster, pandemic (including, without limitation, Covid-19), actions or impositions by Federal, state or local authorities, strike, labor dispute, vandalism, riot, commotion, act of public enemies, blockage or embargo or any other cause beyond Company’s reasonable control (“Force Majeure”).  Upon the occurrence of any such event that results in, or will result in, a delay or failure to perform, Company shall be relieved from fulfilling Company’s obligations under this Agreement during the period of such Force Majeure event.
• Governing Law; Consent to Jurisdiction.  This Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of Texas, without giving effect to any conflict of laws rules, and each party hereto irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Austin, Texas for the purposes of any action or proceeding arising out of or relating to this Agreement.  Each party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted under this Agreement.  If any legal action or any arbitration or other proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, accounting fees, and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  The phrase “prevailing party” means the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default, judgment, or otherwise.   
• Notices.  Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given (a) when delivered personally (including by recognized national courier), (b) when receipt is confirmed if sent by email, or (c) five (5) days after deposited in the U.S. mail, first class mail, registered or certified, with postage prepaid, and addressed to the parties at the addresses set forth on the signature page hereof or such other address as a party may request by notifying the other party in writing.
• Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
• Successors and Assigns.  Client may not assign Client’s rights or delegate or cause to be assumed Client’s obligations hereunder without Company’s prior written consent (which consent may be withheld in Company’s sole and absolute discretion).  Any attempted assignment, delegation or assumption not in accordance with this Section 13(h) shall be null and void and of no force or effect whatsoever.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.
• Survival.  The provisions of Sections 1, 2 (but not first sentence) and 3-13 will survive any termination of this Agreement and/or the License.

• Waivers.  The due performance or observance by the parties of their respective obligations under this Agreement shall not be waived, and the rights and remedies of the parties shall not be affected, by any course of dealing or performance or by any delay or failure of any party in exercising any such right or remedy.  The due performance or observance by a party of any of its obligations under this Agreement may be waived only by a writing signed by the party against whom enforcement of such waiver is sought.