SMARTBODY SMARTMIND™ 2023

Service Offering Agreement

February 2023

What is “SmartBody SmartMind”?

• “SmartBody SmartMind” is an online group program designed to teach you how to tap into the power of neuroplasticity. You’ll gain a deeper understanding of how to care for and treat your own nervous system.
• The SBSM program is educational. It is not individual or group therapy. It educates about trauma and stress physiology (biology of stress videos, training calls, Q&A calls), and it educates in ways to pay attention to oneself that often do end up being therapeutic for the individual (neurosensory exercises), but this is work that one does with themselves via the process of being educated by the program.
• The SBSM program is offered by Scientuitive - Fitness & Wellness Education Inc. (the “Company”) and services are provided by its teachers and other representatives, as applicable (“Company Representatives”), in accordance with the terms of this service offering agreement (this “Agreement”).

What is included in SBSM?

• 5-Part “Pre-Game” Video Series
• 10 Training modules (we call them “labs”)
• 9 Live training calls
• Curated Q&A Calls
• Biology of Stress (5-part) video training
• 36 Neurosensory exercises
• Professional support from the Company’s trained moderators
• Movement lessons with Elia Mrak
• Original healing music
• Access to the 21 Day Nervous System Tune-Up Self-Study Starter Course
• Lifetime access as a valued alumni (see below for details)

What support is available?

• The SBSM Spring 2023 program will run from February 26, 2023 – May 20, 2023. Access to pre-game program material will be available starting February 14, 2023. During this time there will be access to Company Representatives for support and guidance via the scheduled live Q&A calls and the members’ dashboard.
• Company Representatives will be available for questions and are trained in a variety of methods and modalities which include, but are not limited to, Somatic Experiencing, Somatic Practice and Feldenkrais. Please note, while Irene Lyon may be active in the SBSM program, we cannot guarantee individual feedback from her during the SBSM program.
• Please know that we do our best to have Company Representatives answer most questions, however due to the group nature of this program, we do not always get to every single question within the dashboard comments and Q&A calls. We do offer a plethora of answers to the most commonly asked (as well as complex) questions within our extensive FAQ vaults, and the Q&A call replays and transcripts. Our alumni can also provide immense support for all new members who are finding their way.
• For any technical support, our support team can be reached at support@irenelyon.com, and we will endeavor to get back to you within 48 hours. Our regular business hours are Monday to Friday, 9AM – 3PM Eastern North America Time.
• After the SBSM program 2023 session is completed, you will be responsible for continuing your learning experiences gained via SBSM. A selection of resources are provided to assist you in continuing your learning and healing journey.

Please note, once the SBSM program ends you automatically become an alumnus of this program. With that, you will gain lifetime access to SBSM program content for as long as the Company continues to offer the SBSM program in its current form and on such other terms as may be included from time to time in connection with your access to such materials. This also includes receiving any upgrades and new materials free of charge that are added to the SBSM program. Thus, you will have the opportunity to revisit the material in the future to further your development.

What are alumni benefits?

• Alumni of the SBSM program are granted lifetime access to the SBSM program content  including access to any upgrades and new materials free of charge that are added to the SBSM program, in accordance with the terms of this Agreement.
• As alumni you have the opportunity to return and participate every time the SBSM program runs again in the future, in accordance with this Agreement.
• Please note, for the SBSM Spring program 2023 session, the program will officially start on February 26, 2023 –  May 20, 2023. For any additional support, Irene and/or her professional team will be active on the members’ dashboard until June 17, 2023.

Waiver of Recordings

By registering for the SBSM program, you acknowledge and agree that the Company and Company Representatives may capture video and audio recordings or screenshots (“Recordings”) of certain parts of the SBSM program, 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 SBSM program. Recording and Testimonials are governed by the following term:

• Limited Scope of Recordings: We appreciate the nature of discussions that may occur during such Recordings and we strive to find reasonable ways to document discussions during the SBSM program so we can share with others within the program on terms herein. By participating in the SBSM program, you hereby grant the Company permission to capture Recordings of the Q/A calls, training calls, orientation calls, SBSM wrap-up calls, and such other calls or discussions from time to time where your consent has been obtained verbally or in writing or where the Company provides advanced notice of such recordings. 
• Company Uses of Recordings: Subject to the terms herein, you agree that the Recordings will be the exclusive property of the Company to use at its discretion, without additional compensation owing for their use. You hereby grant the Company a license to use and disclose such Recordings for internal operations or for posting on the SBSM program site or related platforms. The Company will not use such Recordings for widespread advertising, except as permitted herein.
• Testimonials: We accept and use Testimonials in order to improve the SBSM and future product offerings. We may also share Testimonials with current and prospective participants of the SBSM.
• 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 in connection with advertising and promoting the SBSM 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 SBSM 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 hereby waive any right to inspect and approve the finished product or final version of the Recordings or Testimonials. During and after SBSM, 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 Limited License

By participating in the SBSM program, you agree and acknowledge that no recording of any kind is allowed during the SBSM program or otherwise (e.g. prohibition on audio or video recordings and screenshots) by you or other participants. All information shared during the SBSM program or accessed as alumni of the SBSM program (if applicable), is considered strictly confidential and not to be publicly shared without Company approval.

Any information provided to you or otherwise accessed in connection with or as alumni of the SBSM program 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

The Company is committed to fostering a respectful environment where SBSM program 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 SBSM program without refund.

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?

Thank you for your interest in the online SBSM program. We look forward to the learning and healing work that we are about to embark on for this round of SBSM. If you should have any questions around our policies, how the SBSM program is delivered, what is involved and its suitability for you or your personal and professional needs, please do not hesitate to email us at support@irenelyon.com

Assumption of risks

The SBSM program involves movement and physical activity. You agree that you are aware and understand that the SBSM program 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 SBSM program and the 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.

By participating in the SBSM program 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 their respective direction, officers, shareholders, affiliates, 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 SBSM program or the related activities. 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 your participation in the SBSM program.

Please note that the SBSM program 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 SBSM program 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 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.

Governing Law

I 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, I agree to submit to the exclusive jurisdiction of the courts of British Columbia and waive any jurisdictional objections to such courts. I 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.

Acknowledgement and Independent Legal Advice

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

Can I get a refund?

There is an opportunity for a refund within 30 days of the SBSM program start date (February 26, 2023). If you should request a refund within this period, a $50 USD processing fee will be retained. No refunds will be available after March 27, 2023.

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