Thank you for your interest in the Scientuitive Educator Beta Module 2.0! Your acceptance in the Scientuitive Educator Beta Module 2.0 (the “SED Module 2.0”) is conditional upon agreeing to the following terms:

SCIENTUITIVE EDUCATOR 2023

Service Offering Agreement

[Jan 2023]

What is the SED Module 2.0?

• The SED Module 2.0 is for SmartBody SmartMind (SBSM) alumni who have successfully completed the entire program curriculum (labs & training calls) and are interested in bringing foundational principles and practices, namely orienting, resourcing, following impulse, breath, and potent posture into their scope of practice.
• The SED Module 2.0 is offered by Scientuitive - Fitness & Wellness Education Inc. (the “Company”) and all services are provided by its teachers and other representatives, including Irene Lyon, as applicable (“Company Representatives”), in accordance with the terms of this service offering agreement (this “Agreement”). The SED Module 2.0 is strictly educational. It is not individual or group therapy. 
• There is no formal certification upon completion of the SED Module 2.0. However, participants will receive a Certificate of Completion outlining competencies met and total number of hours.
• The SED Module 2.0 is a “beta module” and those who participate will be offered a one-time discount ($1497 USD) towards participation in a potential full Company program offering, if such an offering is made available and subject to enrolment capacity and acceptance.

What is included in the SED Module 2.0?

• The SED Module 2.0 will run from March 6, 2023 – May 22, 2023.  During this time there will be access to Company Representatives for support and guidance.
• Training, learning, connection, integration, and practicums with Irene Lyon and peers in the SED Module 2.0 cohort.
• Ten (10) live classes with Irene Lyon (attendance is mandatory).
• Training and education on:
  • Teaching nervous system health and regulation while monitoring one’s own internal state (interoception) and regulation; and
  • Facilitating guided mini-sessions (practicum) for peers and Irene Lyon that incorporate the principles and practices of orienting, resourcing, following your impulse, breath, and potent posture.
• Variety of assignments each week (reading; writing; fieldwork).
• Mentorship and Q&A with Irene Lyon. 
• Resources to guide your learning and practice.
• Peer-to-peer support.
• Online live interactive practice time with peers. 
• Learning about ethics and other considerations when working with others.
• You will be responsible for continuing your learning experiences after the SED Module 2.0 is completed. 

Waiver of Recordings and Testimonials

By registering for the SED Module 2.0, you acknowledge and agree that the Company and Company Representatives may capture video and audio recordings or screenshots (“Recordings”) of certain parts of the SED Module 2.0, which may contain your name, likeness, statements, posts or comments, and/or voice. We may also request or receive testimonials or other feedback (“Testimonials”) from participants regarding their personal experiences with the SED Module 2.0. Recordings and Testimonials are governed by the following terms:

• Limited Scope of Recordings:  We appreciate the nature of discussions that may occur during Recordings, and we strive to find reasonable ways to document such discussions so we can reasonably share with other participants and alumni (“Alumni”) of the SED Module 2.0 or other product offerings. By participating in the SED Module 2.0, you hereby grant the Company permission to capture Recordings of any live calls, orientation calls, proposed SED Module 2.0 wrap-up calls, surveys and such other calls or discussions from time to time where your consent has been obtained verbally, in writing, or where the Company provides advanced notice that Recordings will take place.  
• Company’s Limited Use of Recordings: By participating in the SED Module 2.0, you agree to grant the Company a worldwide, assignable, sublicensable, and perpetual license to use, publish, display, broadcast, distribute, adapt, modify, prepare derivative works of, incorporate into other works, and reproduce Recordings for internal operations, for posting on the SED Module 2.0 website or in related platforms, for teaching purposes involving other participants or Alumni, and for similar purposes to the foregoing. The Company will not use Recordings for advertising or similar widespread, public disclosures. 
• Testimonials: We accept and use Testimonials in order to improve the SED Module 2.0 and future product offerings. We may also share Testimonials with current and prospective participants of the SED Module 2.0 and with Alumni.
• Company Limited Use of Testimonials: If you provide the Company with a Testimonial, you agree to grant the Company a 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 in connection with advertising and promoting the SED Module 2.0 or the Company’s other product offerings, whether on the Company’s websites or in social media, exhibitions or similar public displays, and in educational materials forming part of the SED Module 2.0 or the Company’s other product offerings. 
• Intellectual Property Ownership of Recordings and Testimonials: You agree that 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 waive any right to inspect and approve the finished product or final version of the Recordings or Testimonials. During and after the SED Module 2.0, you further agree to waive and release all intellectual property and moral rights in connection with the Recordings and Testimonials and the Company’s use in accordance with this Agreement.

Confidentiality and Company’s Limited License Grant

By participating in the SED Module 2.0, you agree and acknowledge that no recording of any kind is allowed during the SED Module 2.0 or otherwise by you or other participants (e.g. prohibition on participant audio or video recordings and screenshots). All information shared during the SED Module 2.0 is considered strictly confidential and not to be publicly shared without prior Company approval.

Any information provided to you or otherwise accessed in connection with the SED Module 2.0 or as an Alumni shall be in accordance with this Agreement, our website terms, and any other terms included each time such information is provided or accessed. 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. 

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. 

Personal Conduct and Policies

The Company is committed to fostering a respectful environment where SED Module 2.0 participants are welcoming and inclusive of all and treat others with dignity and respect and in a non-discriminatory manner. You understand and acknowledge that if, in the reasonable opinion of Company Representatives, you are acting in a disrespectful manner to the participants or Company Representatives or both, you may be removed from the SED Module 2.0 without refund.

You acknowledge, agree and understand that by participating in the SED Module 2.0:

• except as otherwise agreed upon, you are not in any way affiliated with the Company or able to hold yourself out as a Company Representative to any third party;
• you do not receive any accreditation, guarantee or formal certification from the Company or a Company Representative for completing the SED Module 2.0 ;
• within the SED Module 2.0, you may practice on or have practiced on you by other participants certain techniques or information learned in the SED Module 2.0 (the “Techniques”);
• outside the SED Module 2.0, you will only use the Techniques in your sole discretion, whether for personal use or use with any third party;
• you understand that the SED Module 2.0 information and materials are not intended to be used for medical or psychiatric advice or information;
• you will not use the SED Module 2.0 information and materials to give any third party medical or psychiatric advice and will independently satisfy yourself as to what constitutes medical or psychiatric advice before sharing any SED Module 2.0 information with third parties; and
• you will abide by all Company policies during and upon completion of the SED Module 2.0, as the same may be posted to the website or otherwise communicated from time to time.

Expectations and Guidance

The Company places a high value on teaching core principles during the SED Module 2.0 and has high expectations of professionalism from participants of the SED Module 2.0. During and after the SED Module 2.0, the Company expects you to conduct yourself in a reasonable and professional manner and may communicate guidelines and expectations with you from time to time (“Guidelines”) for your conduct inside and outside the SED Module 2.0. Guidelines may also include helpful considerations should you decide to demonstrate or utilize the Techniques learned within the SED Module 2.0 with third parties, which you may do in your sole discretion and at your sole responsibility.

In addition to the Guidelines, during and after the SED Module 2.0 the Company has the following expectations to ensure that you conduct yourself in a reasonable manner and align your actions with the values and expectations of the Company:

• you shall not hold yourself out at any time as being certified or accredited by the Company with respect to the Techniques or otherwise;
• should you decide to demonstrate the Techniques to third parties, in your sole discretion, you shall not diagnose or evaluate any third party’s ailment, condition, disease, disorder, issue, illness, problem, sickness, or state, and you should recommend that such third parties obtain independent medical assessments from qualified medical professionals or other qualified health providers; 
• should you decide to demonstrate or perform any Techniques, you should clearly indicate that you are acting in your personal capacity (and not on behalf of the Company), and you acknowledge and agree that the Company will not be responsible or liable for any of your actions; and
• we recommend that, in working with third parties, you strongly consider the nature of the proposed relationship and enter into agreements to clearly outline the same, as applicable.

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.

Who Should I Contact with Questions?

If you should have any questions around our policies, how the SED Module 2.0 is delivered, what is involved and its suitability for you or your personal and professional needs, please do not hesitate to email us at [email protected].

Assumption of Risks

The SED Module 2.0 involves movement and physical activity. You agree that you are aware and understand that the SED Module 2.0 and related activities may involve risks and dangers, including but not limited to the risk of injury. You acknowledge that you are voluntarily participating in the SED Module 2.0, including all related activities, 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.

Please note that the SED Module 2.0 is 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 SED Module 2.0 has 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 a 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.

Indemnity

By participating in the SED Module 2.0, you expressly waive and release any and all claims, costs, fees, expenses, fines, penalties, actions, suits, or similar (including all legal costs on a full-indemnity basis) (“Claims”) which you have or may in the future have against the Company or any Company Representative, including their respective affiliates, directors, officers, shareholders, employees, contractors, agents, advisors, and other representatives (collectively, the “Indemnified Parties”) on account of any injury or damage arising out of or attributable to your participation in the SED Module 2.0 or the related activities. During and after the SED Module 2.0, you agree not to commence or bring any Claims against any of the Indemnified Parties and you irrevocably release and discharge the Indemnified Parties from liability in connection with or resulting from your participation in the SED Module 2.0.

Subject to the terms and conditions herein, you further agree to indemnify and hold harmless the Indemnified Parties from any and all Claims that any third party (“Third Parties”) may bring against any of the Indemnified Parties in connection with or resulting from any of your actions outside the SED Module 2.0, including but not limited to you demonstrating or performing any information or Techniques learned during the SED Module 2.0 for Third Parties and any related interactions therewith. 

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.

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 hereunder.

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 SED Module 2.0, and the related products and services contemplated herein. 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.

Acknowledgement and Independent Legal Advice

You acknowledge that 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 either sought or hereby waive the opportunity to seek independent legal advice prior to accepting the terms of this Agreement.

Can I Get a Refund?

To ensure commitment to oneself and to the group, no refunds will be offered. For cancellations that are based on qualified emergencies, exemptions do apply.

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