SERVICES AGREEMENT

This Agreement governs participation in each program (including but not limited to coaching, instruction, and mentoring) and its corresponding content and materials (collectively, the "Program") presented by Naomi Rotstein LLC, a Massachusetts limited liability company with a registered office located in Boston, MA 02127) (“Instructor" or "we"). An individual who has registered to participate in the Program or has signed this Agreement is referred to as “Client” or “you”. This Agreement is effective between Client and Instructor upon the earlier of (1) the date signed by Client below, or (2) the date in which Client first interacts with or accesses the Program.

Please read this Agreement carefully. Client and Instructor agree to be bound by the following terms and conditions:

1. Program Term. The Program begins and ends on the dates specified by Instructor (“Program Term”). Client's failure to access any portion of the Program during the Program Term will result in forfeiture by Client and Client shall remain responsible for all fees associated with such used portion. The Program must be completed within the Program Term. No access to the Program will be provided after expiration of the Program Term, except as otherwise expressly agreed by the parties in writing.

2. Payment. Client must pay to register for and access the Program. Payment amounts, purchase commitments, and frequency are specified in advance by Instructor. By registering for the Program and signing below, Client agrees to promptly pay the full amount for the Program. The Program and any related services are offered “as-is” and no refunds will be offered for any reason unless expressly agreed to in writing by Instructor.

3. Grant of Rights. Instructor grants Client a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right to use and access the Program, including its related content, videos, and materials ("Content"), during the Program Term in accordance with the terms of this Agreement. Instructor may modify, add to, or remove any aspect of the Program at any time without notice to Client. Client grants Instructor a worldwide, perpetual, royalty-free license to access, use, share, reproduce, and/or otherwise distribute any Client photos, videos, or testimonials taken or made by Client, Instructor, or others that depicts and/or personally identifies Client engaging with the Program.

4. Restrictions on Use. Client may not demonstrate, share, record, sell, divulge, or otherwise socialize the Program or related services with any other persons, entities, users, or third parties without the express prior written consent of Instructor. Client agrees and acknowledges that the information contained in the Program and related services is strictly for personal use and that all such material is, and at all times remains, the sole intellectual property of Instructor. Client may not share its username, password, or other log-in information with any third party. Client may not publish any specifics of the Content or Program on social media, print, or audio or visual hosting platforms. Client may not impersonate any other person or user. Client agrees and acknowledges that the information contained in the Program and Content is strictly for personal use.

5. Social Media Content. Instructor may host Facebook groups, message boards, chats and other public forums (“Sites”). Any user, including Client, failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other related forums in the future. Instructor or its designated agents may remove or alter any Client-created content at any time for any reason. Groups, chats and other public forums are intended to serve as discussion centers for Client and other participants and/or subscribers. Information and content posted within these public forums may be provided by Instructor’s staff, Instructor's outside contributors, or by users not connected with Instructor, some of whom may employ anonymous usernames. Instructor expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor is Instructor responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will Instructor, its affiliates, suppliers, assigns, or agents be liable for any loss or damage caused by Client’s or third-party reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants and/or subscribers, and do not reflect the opinions of Instructor or any of its subsidiaries or affiliates. Instructor has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Sites. However, Instructor may, in its sole discretion, alter, edit, refuse to post, or remove any postings or content, in whole or in part, for any reason. Instructor may disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect itself, its participants, subscribers, clients, sponsors, users and visitors.

6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSTRUCTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PROGRAM, EVEN IF A PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH CAUSED SOLELY AND DIRECTLY BY THE GROSS NEGLIGENCE OR INTENTIONALLY WRONGFUL ACTS OF INSTRUCTOR, INSTRUCTOR’S CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE CAPPED AT THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO INSTRUCTOR FOR ACCESS TO THE PROGRAM DURING THE RELEVANT PROGRAM TERM.

7. Intellectual Property Rights. Client understands, agrees, and acknowledges that the Program and Content are the sole and exclusive intellectual property and work product of Instructor. All derivative works are similarly the sole and exclusive property of Instructor. Client must not violate the intellectual property or other rights of Instructor or of other participants in the Program.

8. Waiver and Severability. No failure or delay by either party to exercise any right under this Agreement shall constitute a waiver of that right or any other right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law. All other provisions of this Agreement shall remain in effect.

9. Confidentiality. (a) “Confidential Information” shall mean all information to which Client gains access through participation in the Program or accessing the Content, including information relating to the matters which are the subject of this Agreement, the terms of this Agreement, and all other information regarding Instructor’s business or other participants using the Program or accessing the Content, except information which is: (i) at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission by Client; (ii) lawfully in the possession of Client prior to disclosure by or on behalf of Instructor as shown by Client’s written records; or (iii) lawfully disclosed to Client by a third party which did not acquire the same under an obligation of confidentiality from or through Instructor, as shown by Client’s written records.

   1. Client shall not, without the prior consent of Instructor, disclose any Confidential Information to anyone for any reason at any time or use any Confidential Information for any purpose except as requested by Instructor. If Client believes that Client is required by law to disclose any Confidential Information, Client shall provide notice to Instructor, to the greatest extent possible, prior to making such disclosure so as to allow Instructor time to undertake legal or other action, to prevent such disclosure or otherwise obtain confidential treatment of such disclosure.

   2. Client’s disclosure of any information to Instructor is made with the understanding that the information disclosed is not confidential and that Instructor is not restricted in any way as to its use of that information, unless Client first enters into a separate confidentiality agreement with Instructor covering that disclosure. Client shall not disclose to Instructor any confidential or proprietary information belonging to any third party without the prior consent of such party.

10. Client Warranty. Client warrants that it has the right to enter into this Agreement and interact with the Program and the Content. Client warrants that it will follow all rules and guidelines of the Program.

11. Instructor Warranty. Instructor warrants that it has the right to enter into this Agreement and that it will abide by applicable laws of the Commonwealth of Massachusetts.

12. Disclaimer. EXCEPT FOR THE WARRANTY PROVIDED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM IS PROVIDED "AS-IS", AND INSTRUCTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

13. Indemnification. Client hereby agrees to indemnify and hold harmless Instructor from any loss, liability, damage, or cost Instructor may incur in connection with Client’s use of the Program, negligent or intentional acts or omissions, or breach of this Agreement.

14. Relationship of the Parties. With respect to each other, the parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties and this Agreement does not make either party an agent, employee or representative of the other party. There are no third-party beneficiaries to this Agreement.

15. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery or (ii) one (1) day after being sent to the other party’s registered email address used in connection with this Agreement.

16. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence.

17. Assignment. Except as expressly provided herein, neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, Instructor may assign its rights or obligations to deliver the Program or Content to a competent third party should Instructor fall ill or be otherwise unable to deliver the Program or Content.

18. Governing Law. This Agreement shall be governed exclusively by the internal laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. In any legal action relating to this Agreement, Client agrees to submit to the jurisdiction of any state or federal court sitting in Massachusetts and any legal action relating to or arising out of the performance of this Agreement must be brought within one (1) year after the cause of action arises unless expressly stated otherwise in this Agreement.

19. Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

20. Execution. This Agreement may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.

21. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.