On behalf of Scientuitive - Fitness & Wellness Education Inc. (the “Company” or “we”), we are excited that you’ve registered for one of our drop-in classes or a drop-in class series (collectively, the “Classes”), or the replay or replay series (collectively, the “Replays” and together with the “Classes”, the “Offering”)! Your access to the Offering, as applicable is conditional upon agreeing to the following terms and paying applicable fees.

Scientuitive – Fitness & Wellness Education Inc.

Drop-In Classes, Series, and Replays

Service Offering Agreement
(the “Agreement”)

October 11, 2023

Waiver of the Class Recordings and Testimonials

By registering for the Offering, you acknowledge and agree that, during the course of the Classes, the Company and any teachers, representatives, or moderators, as applicable (collectively, the “Company Representatives”), will capture video and audio recordings or screenshots of the foregoing, and copies thereof may contain your name, likeness, statements, and/or voice (collectively, the “Class Recordings”).

• Company Uses of Class Recordings: Subject to the terms herein, you agree that the Class Recordings will be the exclusive property of the Company to use in its sole discretion, and you hereby grant the Company an irrevocable, worldwide, assignable, sublicensable, and perpetual license to use the Class Recordings for any purpose, including resale, without additional compensation owing to you for their use.

• Waivers: You hereby waive any right that you may have to inspect and approve of the finished product or final version of the Class Recordings before they are released to the public, or at all. You further waive and release any claims in law or equity that you may have against the Company, and its respective successors, heirs and assigns arising from any use to which the Class Recordings may be put, including without limitation any intellectual property or moral rights of any description, any right to approve of the use of the Class Recordings, any claim for invasion of privacy, violation of the right of publicity, defamation, and/or copyright infringement, and any associated claims for damages or compensation.

The Company may also request or receive testimonials or other feedback (“Testimonials”) from participants regarding their personal experiences with the Offering. We accept and use Testimonials in order to improve the Offering and future product offerings. We may also share Testimonials with current and prospective participants of the Offering, on the Company Platforms or otherwise.

• Company Limited Use of Testimonials: If you provide the Company with a Testimonial, you agree to grant the Company an irrevocable, worldwide, assignable, sublicensable, and perpetual license to use, publish, display, broadcast, distribute, adapt, modify, prepare derivative works of, incorporate into other works, and reproduce the Testimonials for any purpose in its sole discretion, including in connection with advertising and promoting the Offering or the Company’s other product offerings, whether on the Company Platforms or within educational materials forming part of the Offering or the Company’s other product offerings, or otherwise.
• Intellectual Property Ownership of Recordings and Testimonials: You agree that the Class Recordings and Testimonials will be the exclusive property of the Company to use in its sole discretion in accordance with this Agreement, without additional compensation owing to you for their use, and you hereby waive any right to inspect and approve the finished product or final version of the Class Recordings or Testimonials. During and indefinitely after the Classes, you further agree to waive and release all intellectual property and moral rights in connection with the Class Recordings and Testimonials and the Company’s use thereof in accordance with this Agreement.

Confidentiality and Limited License

By participating in the Classes, you agree and acknowledge that no recording of any kind is allowed during the Classes or otherwise (e.g. prohibition on audio or video recordings and screenshots) by you or other participants. Only the Company and Company Representatives are permitted to record during and after the Classes, in accordance with terms herein. All information shared during the Classes, accessed as alumni (if applicable), or provided or made available in connection with the Classes or Replays (collectively, “Class Content”), is considered strictly confidential and not to be publicly shared nor used for any commercial purpose without the Company’s prior written approval.

Any information provided to you or otherwise accessed in connection with any Offering or as alumni (if applicable), including Class Content, shall be in accordance with this Agreement, our website terms, and any other terms included each time such information is provided or accessed, all of which may be amended or restated from time to time. In providing any such information to you, on the foregoing terms, the Company is granting you a revocable, non-exclusive, non-transferrable, non-assignable, non-sublicensable limited license solely for personal use and access to such information, as and when made available by the Company. In granting such limited license, the Company shall retain all right, title, and interest in and to such information. You may be required to agree to amended terms from time to time, without additional compensation owing to you, in order to continue accessing such information.

For clarity, any information provided or made available to you, whether accessed online or made available for download offline, shall not be posted online or otherwise shared with any third party, nor be used for any commercial purpose, without the Company’s prior written approval.

Participant Expectations

Participants must have an internet connection fast enough to download or view any Class Content in a timely manner. Please consult with your internet service provider BEFORE YOU BUY, and make sure the download speeds are suitable for your needs.

You agree to abide by Company guidelines and expectations that have been communicated on the Company Platforms or as otherwise provided in Class Content that has been made available to you. This includes being on time and “present” during the Classes, as applicable.

Personal Conduct

Before, during, and after the Classes, the Company is committed to fostering a respectful environment where participants of the Classes are welcoming and inclusive of all and treat others with dignity and respect and in a non-discriminatory manner both inside and outside of the Classes. You understand and acknowledge that if, in the sole discretion of Company Representatives, you are acting in a disrespectful manner to the other participants of the Classes or the Company Representatives, whether inside or outside of the Classes, you may be removed from the Classes. In such cases, the Company may terminate your access to the Classes, any benefits or materials (including those as alumni, as applicable), and any associated website or similar platforms that you may have been given access to in connection with the Classes. In such cases, no refund or additional compensation will be provided to you.

If, in the sole discretion of the Company or the Company Representatives, you are acting contrary to the terms set out in this Agreement or in connection with the Company Platforms, or demonstrating unwelcome behaviour by posting, commenting, or making an impression on any social media platform (e.g. Twitter, Tik Tok, Instagram, Facebook, etc.), the internet, personal blog, media space, YouTube, or publicly published materials about the Company or Company Representatives, or the Company’s various offerings, you may be removed from the Offering. In such cases, no refund or additional compensation will be provided to you.

You hereby agree that you are responsible for all administrative and legal costs (on a solicitor-client basis) in connection with any subsequent disputes or claims following such termination of alumni status and revocation of access to the foregoing.

Changes to this Agreement

Please note that we reserve the right to modify the start and end dates and all other offerings listed in this Agreement, when reasonably necessary or advisable. In such cases, we will use reasonable efforts to communicate with you in the event of any such changes to this Agreement.

This Agreement may be amended from time to time in the Company’s sole discretion and you shall be deemed to accept all such amendments upon your continued use or access of the Class Content or access to the Company Platforms more than 30 days after being provided with notice of same. You may also be required to accept such amendments as a condition of being granted continued access to Class Content or certain Company Platforms.

Assumption of risks

The Offering may involve movement and physical activity. You agree that you are aware and understand that each Offering and related activities may involve risks and dangers, including but not limited to the risk of injury or mental harm. You acknowledge that you are voluntarily participating in the Classes and the related activities, or replicating physical activities in any of the Replays, and you freely accept and fully assume any and all of the risks and dangers involved, whether caused by the negligence of the Company or any Company Representative or otherwise.

No Medical Advice, Diagnosis, or Treatment

Please note that the Offering and Class Content are not a substitute for professional medical advice, diagnosis, or treatment. It is intended to provide somatic, nervous system-based information for your education and learning. The Offering and Class Content have not been scientifically evaluated and should not be used as a substitute for medical or psychiatric advice, cannot diagnose or treat any medical or psychiatric condition and does not replace care from your physician. We are not psychiatrists, psychologists, or medical professionals. Always consult a healthcare professional if you suspect you require medical or psychiatric treatment. If you believe or suspect you are experiencing an emergency, call your local emergency services immediately.

Waiver, Release, and Indemnity

By participating in, reviewing, or accessing any Offering you expressly waive and release any and all claims (“Claims”) which you have or may in the future have against the Company or any Company Representative, including all of their respective directors, officers, shareholders, affiliates, employees, contractors, agents, advisors and other representatives (collectively, the “Released Parties”) on account of any injury, damage, or harm arising out of or attributable to your participation in the Offering or the related activities. You agree not to commence or bring any Claims against any of the Released Parties and you irrevocably release and discharge the Released Parties from liability in connection with your participation in the Offering and without further compensation.

Subject to the terms and conditions herein, you further agree to indemnify and hold harmless the Released Parties from any and all Claims that any third party (“Third Parties”) may bring against any of the Released Parties in connection with or resulting from any of your actions during or outside the Offering, including but not limited to you demonstrating or performing any information or techniques learned during the Offering to or for Third Parties and any related interactions therewith.

Limitation of Liability

The Company’s liability with respect to its obligations under this Agreement or otherwise, whether arising in contract (including fundamental breach), tort (including negligence) or otherwise, and even if the Company has been advised of the possibility of such damages and for any and all claims arising under or in connection with this Agreement, regardless of the form of action, shall not exceed the aggregate amount of the fees that you pay for the Offering.

In no event shall the Company be liable for any indirect, incidental, or consequential damages of any kind, including without limitation, indirect, special, punitive or exemplary damages for lost business, lost savings, lost data, and lost profits, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if the Company has been advised of the possibility of such damages.

Entire Agreement

This Agreement constitutes the entire agreement between you and the Company in connection with and following your participation in the corresponding Offering. This Agreement supersedes all prior representations, warranties, agreements and understandings, whether oral or written, express or implied, in respect of the foregoing. No supplement, modification or waiver of this Agreement shall be binding unless signed by you and the Company.

Governing Law

You agree that this Agreement will be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein, without regard to their conflict of laws principles. Should a dispute arise as a result of this Agreement, you agree to submit to the exclusive jurisdiction of the courts of British Columbia and waive any jurisdictional objections to such courts. You further agree that the prevailing party in any action that arises as a result of this Agreement will be entitled to receive from the other party its reasonable legal costs.

Acknowledgement and Independent Legal Advice

You have read the above terms and fully understand them. You are of the legal age of majority in your jurisdiction and are authorized to grant the permissions, waivers, and releases set forth above. You have sought or hereby waive the opportunity to seek independent legal advice prior to accepting the terms of this Agreement.

Refund Policy

Due to the digital nature of the Classes and the Replays, no refunds are offered.

Who should I contact with questions?

Thank you for your interest in the Classes and the Replays. We look forward to the learning and healing work that we are about to embark on for this round of the Classes and the Replays. If you should have any questions around our policies, how the Classes or Replays are delivered, what is involved and its suitability for you or your personal and professional needs, and for all other  questions, please do not hesitate to email us at [email protected].

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