Thank you for your interest in the Level 1 Pilot Segment (the “Course”). Your enrollment in the Course is conditional upon agreeing to the following terms and paying applicable fees.

Level 1

Service Offering Agreement

March 11, 2024

What is the Level 1 Pilot Segment?

The Course will be a deep dive into the application of practices and principles within the SmartBody SmartMind™️ (“SBSM”) curriculum. The Course is being offered to individuals who have successfully completed at least one round of SBSM, including the neurosensory exercises in all labs, training calls, and Q&A calls in the SBSM curriculum.

The Course will be offered to individuals who can travel to various workshop locations, which may include locations in North America or Europe.

The Course is a pilot offering and the Scientuitive – Fitness & Wellness Education Inc. (the “Company”) does not guarantee that any additional offerings will be provided following the conclusion of the Course.

The Course is offered by the Company and all services are provided by its teachers and other representatives (“Company Representatives”), in accordance with the terms of this Service Offering Agreement (this “Agreement”).

The Course is strictly educational. It is not individual or group therapy.

There is no formal certification provided to participants of the Course (the “Participants”) upon completion of the Course.

Please note that completion of the Course by a Participant does not guarantee such Participant will be accepted into any offerings related to the Course or other offerings by the Company. We encourage you to apply to all Company offerings, and the Company will assess all applications at such time.

What is included in the Level 1 Pilot Segment?

The Course is anticipated to run from September 2024 – June 2025. Participants will be provided with a curriculum, which outlines further details and requirements of the Course (the “Course Curriculum”) prior to the beginning of the Course. During the Course, there will be access to Company Representatives for support and guidance.

Participants will be required to complete the following, in connection with the Course:

• in-person retreat style workshops (the “Workshops”);
• online study, which includes, live and pre-recorded training with Company Representatives, group pod work, practice with peers, practicum work, case study breakdowns, and self-study assignments; and
• any other such components as may be offered by the Company in connection with the Course and which are communicated to the Participants prior to the beginning of the Course, whether through the Course Curriculum or otherwise

(the “Course Requirements”).

Unless agreed upon in writing with the Company, all Participants must complete each of the Course Requirements.

Participants must have an internet connection fast enough to participate in the Course and to download or view any Course Content (as defined below) 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. Additionally, each Participant will be responsible for continuing their self-learning experiences outside of the Course, both during and after the Course.

Workshops

The details of the Workshops, including location and timeline, will be provided to the Participants prior to such Workshop being offered.

During the Workshop, the Company or Company Representatives may capture photographs, images, video and audio recordings or screenshots of the Workshop (collectively, “Images”), which may contain your name, image or likeness. By participating in the Workshops, 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 Images for advertising and promoting of the Course or the Company’s other product offerings and in educational materials forming part of the Course or the Company’s other product offerings.

In addition to acceptance of the terms and conditions herein, you agree that your participation in the Workshops is conditional upon your acceptance of any rules or policies of any venue where the Workshop is held (the “Venue”). You further agree to be responsible for any incidentals not included in the Workshop or any fees, costs, losses, or damage of any kind (to persons, property, or otherwise), which are incurred at or caused to the Venue.

Participants may be required to pay for certain costs in connection with attending the Workshops, including transportation costs and costs of any insurance required for the travel to such Workshop.

Waiver of Recordings and Testimonials

By registering for the Course, you acknowledge and agree that the Company and Company Representatives may capture video and audio recordings or screenshots (“Recordings”) of certain parts of the Course, 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 Course. 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. By participating in the Course, you hereby grant the Company permission to capture Recordings of calls, surveys, 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 Course, 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 Recordings for internal operations, for posting on the Course website or in related platforms (collectively, the “Company Platforms”), for teaching purposes, improving current and future offerings of the Company, 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 Course and future product offerings. We may also share Testimonials with current and prospective participants of the Course.
• 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 advertising and promoting the Course or the Company’s other product offerings and in educational materials forming part of the Course or the Company’s other product offerings, and for similar purposes to the foregoing.
• 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 Course, 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.

Company Platform Comments

Before, during, and after the Course, you may publish comments or post content on the Company Platforms, or provide comments to the Company in the form of surveys, questionnaires, or similar forms (collectively, “Comments”). By doing so, you agree that Comments will be the exclusive property of the Company and hereby grant the Company an irrevocable, worldwide, assignable, sublicensable and perpetual license to use the Comments for internal operations, for posting on the Company Platforms, for teaching purposes, improving current and future offerings of the Company, and for similar purposes to the foregoing, without additional compensation owing to you for their use. You further agree to waive and release all intellectual property and moral rights in connection with the Comments and the Company’s use thereof in accordance with this Agreement. The Company will not use Comments for advertising or similar widespread, public disclosures.

Confidentiality and Company’s Limited License Grant

Except as expressly permitted in this Agreement, by participating in the Course you agree and acknowledge that no recording of any kind is allowed during the Course or otherwise by you or other Participants (e.g. prohibition on audio or video recordings and screenshots). Only the Company and Company Representatives are permitted to record during and after the Course, in accordance with the terms herein. All information and materials provided or made available in connection with or following the Course, including any information provided to you as alumni, if applicable (collectively, the “Course Content”) and any Session Recordings (as defined below), are considered strictly confidential and not to be publicly shared without the Company’s prior written approval.

During the Course, you may be asked to record yourself, other Participants, or other invited guests for practicum sessions, or various other tasks assigned from time to time (collectively, “Session Recordings”). You agree that all right, title, and interest in and to Session Recordings will solely vest in the Company and that you, other Participants, and such invited guests will have no right, title, or interest in or to Session Recordings. You agree to waive and release all intellectual property and moral rights in connection with Session Recordings and the Company’s use in accordance with this Agreement. You further agree to provide Session Recordings to the Company or irretrievably delete the same from your possession upon request.

Any Course Content is provided or made available to you 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. 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 Course Content, as and when made available by the Company from time to time. In granting such limited license, the Company shall retain all right, title, and interest in and to such Course Content. 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 Course Content.

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

The Company is committed to fostering a respectful environment where 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 Course, with no refund or additional compensation owing to you. In such cases, the Company may terminate your access to the Course, the Course Content, and any Company Platforms without refund.

You acknowledge, agree and understand that by participating in the Course:

• except as otherwise agreed in writing, you are not in any way affiliated with the Company nor 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 Course;
• within the Course, you may practice on or have practiced on you by other Participants certain techniques or information learned in the Course (the “Techniques”);
• you hereby accept all risks and sole responsibility for any Techniques that are demonstrated or performed on you or that you demonstrate or perform on Participants or any third party, during or after the Course;
• outside the Course, you will only use the Techniques in your sole discretion and at your sole risk, whether for personal use or use with any third party;
• you understand that the Course Content is not intended to be used for medical or psychiatric advice or information; and
• you will not use the Course Content 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 Course Content with or demonstrate or perform any Techniques to third parties.

Further, 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 you are demonstrating unwelcome behaviour on Company Platforms or by posting, commenting, or making a public 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 Course and have access to Course Content restricted or removed. In such cases, no refund or additional compensation will be provided to you.

Expectations and Guidelines

The Company places a high value on teaching core principles during the Course and has high expectations of professionalism from Participants. During and after the Course, 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 of the Course.

During and after the Course, 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 and perform 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 prior to demonstrating or performing any Techniques to third parties;
• 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.

Assumption of Risks

The Course involves movement and physical activity. You agree that you are aware and understand that the Course 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 Course, 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, and whether during or after the Course.

Please note that the Course 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 Course 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.

Waiver, Release, and Indemnity

By participating in the Course, reviewing any Course Content, or accessing any Company Platform relating to the Course, 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, or their affiliates, and including all of their respective directors, officers, shareholders, employees, contractors, agents, advisors and other representatives, or contracted third parties (collectively, the “Indemnified Parties”) on account of any injury, damage, harm, fee, costs, expense, or loss of any kind, all arising out of attributable to your participation in the Course or related activities or your breach of this Agreement. You agree not to commence or bring any Claims against any of the Indemnified Parties, and you hereby and forever irrevocably release and discharge the Indemnified Parties from liability in connection with your participation in the Course and related activities, and without further compensation owing to you.

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, including other Participants (collectively, “Third Parties”) may bring against any of the Indemnified Parties in connection with or resulting from any of your actions during or outside the Course, including but not limited to you demonstrating or performing any Techniques learned during the Course to or for Third Parties and any related interactions therewith.

Limitation of Liability

The aggregate liability of the Indemnified Parties in connection with this Agreement, 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, regardless of the form of action, shall not exceed the aggregate amount of the fees that you pay for the Course.

In no event shall any of the Indemnified Parties 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.

Force Majeure

The Company will not be considered or deemed to have defaulted under or breached in any way this Agreement, if the Company’s performance is prevented or delayed by any act of God, flood, fire, earthquake, disaster, disease, epidemic, pandemic (including COVID-19 and any strain or variant thereof), quarantine, Government Action (defined below), protests, strikes (or other labour relations matters), accidents, weather, traffic, airport conditions, inability to obtain necessary materials or labour, lack of performance by third-party suppliers, or by any other cause of any kind whatsoever beyond the Company’s reasonable control (collectively, “Force Majeure Events”).

Upon the occurrence of any Force Majeure Event, the Company’s performance of their obligations pursuant to this Agreement will be suspended until the cessation of such Force Majeure Event.

“Government Action” in this Agreement refers to any governmental or administrative restriction, action, advisory, order, declaration, ban, guideline, regulation, ordinance or law, whether coming into effect prior to, during or following the consummation of this Agreement. For greater clarity, and without in any way limiting the foregoing, any circumstance in which the Course becomes contrary to any Government Action, including any governmental advisory, shall constitute a Force Majeure Event.

Should a Force Majeure Event occur prior to or during the Course, the Company reserves the right to alter the Course as required depending upon the circumstances, and the Company’s refund policy then in effect will apply in connection with such Force Majeure Event.

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 Course Content or the Company Platforms more than 30 days after being provided with notice of the same. You may also be required to accept such amendments as a condition of being granted continued access to Course Content or Company Platforms.

Entire Agreement

This Agreement constitutes the entire agreement between you and the Company in connection with and following your participation in the Course, 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. Except as in accordance with the terms of this Agreement, no supplement, modification or waiver of this Agreement shall be binding unless signed by you and the Company.

Survival of Terms

Any right, obligation, or required performance of any of the parties in this Agreement which, by its express terms or nature and context, is intended to survive termination, shall survive any such termination or expiration, including but not limited to the following sections: “Workshops”; “Waiver of Recordings and Testimonials”; “Company Platform Comments”; “Confidentiality and Company’s Limited License Grant”; “Personal Conduct”; “Expectations and Guidelines”; “Assumption of Risks”; “Waiver, Release, and Indemnity”; “Limitation of Liability”; “Force Majeure”, “Changes to this Agreement”; “Entire Agreement”; “Governing Law”; “Refund Policy”, and “Survival of Terms”.

Termination shall not relieve a party of any obligations or liabilities arising prior to, in connection with, or following termination, except as expressly contemplated herein.

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 in the Province of British Columbia, without regard to their conflict of laws principles. Should a dispute arise in connection with 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 hereby 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.

Refund Policy

No refunds will be offered to Participants unless in the sole discretion of the Company, a qualified exemption applies. However, if the Company cancels the Course prior to the beginning of the Course, the Company will provide each Participant with a full refund.

It is recommended that the Participants purchase such insurance required to insure themselves against the unlikely event that any of the Workshops need to be cancelled or rescheduled by the Company.

Who should I contact with questions?

Thank you for your interest in the Course. If you have any questions around our policies, how the Course is 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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