I hereby acknowledge and agree:

Be Rooted in Wellness, LLC

ONE-ON-ONE CLIENT AGREEMENT

This One-on-One Client Agreement (“Agreement”) is made and entered into on the last date set forth on the signature page hereto (the “Effective Date”) by and between Be Rooted in Wellness (“ Company”) and the client named on the signature page hereto (“Client”). Either Company or Client may be referred to herein as a “Party”, or collectively as the “Parties”. For good consideration, the Parties agree as follows:

Services. During the term of this Agreement, Client engages Company, and Company agrees to such engagement, to perform the services for Client more specifically described on Exhibit A (the “Services”).

Scheduling and Communication Expectations. Client shall contact Company through e-mail at the following email address: [email protected]. OR Client shall contact Company through thePractice Better messenger system.]

Fees.

As compensation for the performances of the Services, Client will pay Company the fees listed on Exhibit B (the “Fees”) at such times and in such amounts as are set forth in Exhibit B. Client hereby acknowledges and agrees that if Client determines to utilize any payment plan offered with respect to the Services (if any), the Company, as well as any third party applications that process payment with respect to the Services, shall process payment on Client's credit card automatically without any additional consent required from Client in accordance with the terms of the payment plan.

Client further agrees to reimburse Company for any out-of-pocket expenses approved in advance by Client incurred by Company in connection with the performance of the Services.

Remedies Upon Failure to Pay. If Client fails to timely pay any fees, Client shall be responsible for the payment of all actual costs reasonably incurred by Company related to collection, including any attorney’s fees, and Company shall have the right to charge interest on any past due amounts up to the maximum rate allowed by law. If Client fails to timely pay Company, then Company shall have the option to suspend provision of Services under this Agreement, cancel this Agreement with Client at any time, and pursue any other legal remedies available to it at law, including the right to send the accounts receivable to a collection agency to pursue payment.

Term and Termination.

The term of this Agreement (the “Term”) shall commence on the Effective Date and continue until the earlier of (i) the date on which the Services have been performed in full or (ii) the expiration of [6] months after the Effective Date, unless earlier terminated in accordance with the remainder of this section (such final date, the “Termination Date”).

Notwithstanding anything to the contrary in Section 5(a), in the event Client, with the consent of the Company, schedules any one-off consultations as contemplated in Exhibit A, the Term shall be deemed to be extended and this Agreement shall continue to apply with respect to any add-on one-off consultations that are agreed to be provided by Company.

Either Party may terminate this Agreement, with or without cause, by giving [30] days written notice of such termination and the effective date thereof to the other Party.

Client or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other party does not cure such breach within 10 days after receipt of written notice of such breach.

Refund Policy.

Due to the nature of Services rendered hereunder, the Company will not be able to provide any refunds to Client of any amounts paid hereunder. All Services purchased are final sale. In the event Client has elected to make payments under a payment plan, all future payments on the payment plan will continue to be due even if this Agreement is terminated.

Independent Contractor. Company is and shall remain an independent contractor with respect to the Services provided to Client.

Intellectual Property Rights. All intellectual property rights, including copyrights, patents, inventions (whether patentable or not), trademarks (under common law or federally registered), trade secrets, know-how and other confidential information associated therewith, derivative works, original works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Company in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Company. Pursuant to this Agreement, Company grants Client a license to use all Intellectual Property Rights in the Deliverables on a revocable, non-exclusive, non -transferable, non-sublicensable, perpetual basis to the extent necessary to allow Client to make reasonable non-commercial use of the Deliverables and the Services. For the avoidance of doubt, this means that any Deliverables that Client receives as part of the Services are for Client’s personal use only and must not be shared with or sold to any other individuals.

Confidentiality. Either Company or the Client may disclose confidential information to one another under this Agreement. In such case, the disclosing party shall be referred to as the “Discloser” and the receiving party shall be referred to herein as the “ Recipient”. “ Confidential Information” means any information that is non-public, proprietary, and confidential of the disclosing party. The Recipient covenants and agrees that the Recipient will not disclose Confidential Information to any third parties without express written consent of the Discloser and will only use the Confidential Information in furtherance of the relationship hereunder. Information that (i) has been or is later received from a source independent of the Discloser known to Recipient to be free of any obligation of confidentiality to Recipient, or (ii) is or becomes generally known to the public other than by reason of Recipient’s breach of these confidentiality undertakings, shall not be subject to the use and disclosure restrictions contained in this Agreement. Notwithstanding the restrictions imposed by this Section [9] Recipient may disclose confidential information required by a subpoena, provided that Recipient (i) promptly notifies Discloser of such requirement; (ii) cooperates with Discloser’s efforts to obtain a protective order to protect such confidential information, at Discloser’s expense; and (iii) discloses only confidential information as is legally required. On Discloser’s request, Recipient shall return to Discloser or destroy any and all confidential information, and documents which contain such information.

Indemnity . Client shall indemnify, defend, and hold harmless the Company, its officers, directors, members, employees, agents, and any successors or assigns from and against any and all claims, losses, damages, liabilities, actions, penalties, fines, costs (including attorney’s fees) arising from or related to Client’s breach of this Agreement.

Limited Warranty. Company represents and warrants that it will perform the Services in a good and workmanlike manner in accordance with generally recognized industry standards. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. FURTHER, COMPANY DOES NOT GUARANTEE ANY SPECIFIC RESULTS OR OUTCOMES TO CLIENT.

Limitation of Liability. With respect to this Agreement, the liability of Company and its owners, principals, directors, officers, employees, agents, and contractors (collectively, the “Company Group”) for all claims arising hereunder shall not exceed the fees payable to Company for [the one month period] preceding the occurrence of such liability. In no event shall the Company Group be liable for, and Client hereby waives claims for, any indirect, special, consequential, or exemplary damages which may arise from the performance of the Services.

Disclaimer. The terms of that certain “Assumption of Risk and Release of Liability” executed by Client and dated on or about the date of this Agreement are hereby incorporated by reference to this Agreement.

No Defamation. Client agrees to refrain from, either directly or indirectly, making any defamatory comments of any type or nature whatsoever to anyone about the Company or its employees, officers, directors, agents, consultants, affiliates, investors or business partners.

Notices. All notices shall be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid)

 Injunctive Relief. The Company, in addition to any other remedies at law, shall be entitled to injunctive or other equivalent relief, restraining Client from any breach of any covenants herein.

Assignment. This Agreement and the rights, interests, obligations and duties hereunder may not be assigned or subcontracted by Client without prior written consent of the Company.

Entire Agreement/Amendment/Severability. This Agreement, along with the Exhibits attached hereto, constitutes the entire agreement between Company and Client with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to this subject matter. This Agreement may be amended only in writing executed by Company and Client. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

 Applicable Law; Waiver of Jury; Attorney’s Fees. This Agreement shall be governed by the laws of the State of CA. Both parties waive all rights to a trial by jury with respect to any cause of action arising hereunder. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.

Survival. The obligations under Sections [8] (Intellectual Property Rights), [9] (Confidentiality), [10] (Indemnity), [11] (Limited Warranty), [12] (Limitation of Liability), [13] (Disclaimer), and [14] (No Defamation) shall survive any termination of this Agreement.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the last date written below.

COMPANY:

Be Rooted in Wellness

4900 Elk Grove Blvd #415

Elk Grove, CA 95758