Services Agreement

THIS CLIENT AGREEMENT (“Agreement”) is entered into as of the date set forth on the signature page to this Agreement by and between Boundless Health, Inc., a California corporation (“BH”) and the Client whose name is set forth on the signature page to this Agreement (“Client”), who agree as follows:

1. Services. Client is engaging BH to perform a one-on-one consultation.
2. Payment Terms. Client will pay for services in full prior to services being rendered.
   1. 1. Time for Payment. Payment for all Services shall be made on or before the first day of the month in which the Services are to be rendered. BH will not render any Services which have not been paid for in advance.

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   1. Method. BH accepts credit cards for payment, and offers an automatic credit/debit card payment program. When paying under a payment plan, the first installment is due on or before the date of the first session. All subsequent payments under the payment plan will be charged on the anniversary day of the initial payment each month. Payments not received by 5 days after the monthly anniversary date will be assessed a late fee of $25. Each check returned to BH due to insufficient funds or that is otherwise not honored by the issuing institution will result in Client being charged an additional fee of $25. BH reserves the right to refuse to allow Client to participate in and/or schedule training sessions, classes or appointments (each, a “Session”) if Client’s account is not fully paid up and in good standing.
   2. Client Changes. Client must inform BH on or before the 15th of each calendar month if there will be any changes in the Services to be rendered in the following calendar month.
   3. Credits/Refunds. Except as expressly provided in this Agreement, Client will not be entitled to any credit or refund for missed and/or cancelled Sessions.
3. Rules and Regulations. BH is committed to the health, safety, and welfare of its Clients and staff. Accordingly, BH does not permit conduct which BH deems inappropriate, including, without limitation, the use of profanity or loud, abusive, offensive, insulting, or demeaning language; lewd or indecent conduct; illegal conduct; or any other conduct which BH deems unreasonable or intrusive. BH will not be responsible for any item of Client’s personal property and will not be liable if any such items are lost or stolen. BH may from time to time adopt additional rules, regulations or policies. Client agrees to follow the most current rules, regulations and policies published by BH.
4. Cancellation Policy.
   1. Early Cancellation. Client may cancel his/her Session not later than 24 hours prior to his/her Session by notifying BH through BH’s website scheduling system, a telephone message or e-mail to bret@myboundlesshealth.com. Subject to the availability of BH resources, any Session cancelled more than 24 hours in advance may be rescheduled to an available time, ideally during the same calendar week in which it was originally scheduled, but in any event, the Session must be rescheduled and used during the same calendar month. In the event that BH is unable to accommodate the rescheduling of any cancelled Session, for any reason, such Session shall be forfeited. Except as provided in this Agreement, no credit or refund shall be given for any cancelled Session.
   2. Late Cancellation. A Client cancellation less than 24 hours before the scheduled Session is a late cancellation, unless Client reschedules the Session for another time within the same calendar week, which rescheduling will be at BH’s sole and absolute discretion and subject to the availability of BH resources. Late cancellations will result in a forfeiture of the Session (without refund or credit). BH may treat cancellations caused by illness or other emergencies (as determined by BH in its sole and absolute discretion) as early cancellations.
   3. Concessions. BH reserves the right, in its sole discretion, to make concessions (e.g., full or partial refunds or full or partial credits for future Sessions), if Client cancels or forfeits a Session based upon medical injury, unforeseeable illness or other emergency. Any such concession provided shall not constitute a waiver of any provision of this Agreement, nor shall it obligate BH to make any concession in the future.
5. Termination. This Agreement may be terminated by (a) BH at any time upon notice to Client and (b) Client upon 15 days’ notice by Client to BH.
6. Representations and Warranties. Client represents, warrants and covenants that (a) he/she is in good physical health; (b) he/she has provided BH with a complete and accurate heath history and health information; (c) he/she has informed BH of all (i) known physical and medical conditions, and (ii) medications and supplements that Client is taking; and (d) will promptly notify BH of any changes in the foregoing.
7. Acknowledgements. Client acknowledges and agrees that (a) BH is not providing medical advice or acting in the capacity of a doctor or other licensed or registered professional; (b) the Services are not a substitute for medical care, and do not claim to diagnose, treat or alleviate disease; (c) for medical diagnosis and treatment of disease, Client will consult with his/her physician; and (d) no exercise program is without inherent risks.
8. Assumption of Risk; Waiver; Release.
   1. Client desires to participate in the Sessions, which will include participation in various athletic and other activities. In consideration for Client’s participation in the Sessions and other valuable consideration, the receipt and adequacy of which is acknowledged, Client is voluntarily entering into this Agreement and has voluntarily agreed to participate in the Services and/or Sessions. Client understands and expressly acknowledges that (a) the Services, Sessions and their related activities, including, without limitation, physical training are very dangerous, (b) unanticipated and unexpected dangers may arise during Client’s participation in such activities, and (c) Client’s participation in the Services and Sessions involves numerous risks of injury, including, without limitation, falls, death and property damage. Client agrees to assume all risks of loss, damage or injury (including death) to Client’s person or property associated with the Services and/or Sessions from any cause, including, without limitation, negligence, gross negligence, defective products, unknown obstacles, equipment malfunction, inadequate training, failure to supervise and failure to warn of potential risks.
   2. As a material part of the consideration for BH rendering Services to Client, Client, on behalf of himself/herself, his/her spouse, children, heirs, guardians, successors and assigns (collectively, the “Client Parties”), fully and forever waives (a) all claims, causes of action, liability, and demands against, and fully and forever releases and discharges, BH and any person, entity or organization affiliated with BH, including, without limitation, its officers, directors, employees, independent contractors, agents, or representatives (collectively, the “BH Parties”) from any and all liability or responsibility for any loss, personal injury, death, property damage, and/or any other damage Client may sustain in any manner arising from or related to the Services and/or Sessions, including, without limitation, any claims arising from or related to Client’s use of the BH premises or Client’s use of BH equipment or the active or passive negligence of the BH Parties or other Session participants; and (b) any benefit accruing by virtue of the provisions of California Civil Code Section 1542 which provides:
   3. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THIS RELEASE WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE DEBTOR.
   4. Client has (a) executed this Agreement and discharge of all claims freely and without restraint or reservation of any kind or nature and (b) read and understand each and every item and condition set forth herein. Client agrees to indemnify, defend, and hold harmless the BH Parties from any liabilities, claims, demands, actions, causes of action, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character relating to or arising from (a) Client’s participation in the Services and/or Sessions including, without limitation, any claim by Client’s successors-in-interest, heirs, executors, administrators, and assigns; (b) any breach or default in the performance of any obligation to be performed by Client under this Agreement; or (c) any breach of any representation or warranty of Client set forth in this Agreement.
   5. This Section 8 shall survive the termination of this Agreement.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL BH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, AND/OR OTHERWISE AND WHETHER OR NOT BH HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE). IN ANY EVENT THE CUMULATIVE LIABILITY OF BH TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO BH UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS.
10. Assignment. This Agreement and the Services cannot be transferred or assigned by the Client without the prior written consent of BH, which may be withheld, conditioned or delayed at BH’s sole and absolute discretion.
11. Miscellaneous. This Agreement will be governed by the laws of the State of California. For purposes of venue and jurisdiction, this Agreement will be deemed made and to be performed in San Diego, California. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts in San Diego County, California, for the purpose of any action brought in connection with this Agreement. This Agreement may be modified only by a writing executed by all parties. This Agreement and the attached Exhibit supersede all prior discussions and communications between the parties, and constitute the parties’ exclusive understanding with respect to its subject matter. The waiver by BH of a breach of any provision of this Agreement by Client will not operate or be construed as a waiver of any other or subsequent breach by Client. If any of this Agreement’s provisions is held by a court of law to be illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. The parties will replace any invalid and/or unenforceable provision with a valid and enforceable provision that most closely meets the aims and objectives of the invalid and/or unenforceable provision. The rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement. The representations, warranties and covenants of Client in this Agreement will survive any termination of this Agreement. BH may subcontract or otherwise delegate its obligations under this Agreement. BH may assign this Agreement to any third party or affiliate of BH. Each party to this Agreement will execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement upon demand. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one document.
12. Low Carb Retreat Addendum
    I (participant enrolling in the Low Carb Retreat) acknowledge that Dr. Bret Scher of Boundless Health Inc. and Low Carb Cardiologist, and his associates at the Low Carb Weekend Retreat are not acting as physicians, and therefore I am not establishing a doctor-patient relationship. The information provided in the Low Carb Weekend Retreat is for health promotion and health coaching purposes only. It is my responsibility to see my own physician for medical care and ensure my lifestyle continues to further my health.
    I further acknowledge that my payment for the Low Carb Weekend Retreat is non-refundable. If I cancel within 30-days of the scheduled event, however, I can use my funds for a future event.
    Last, lifestyle changes affect everyone differently, and it is my responsibility to ensure adequate follow up with my healthcare practitioner.