Thank you for your interest in becoming a member of the SmartBody SmartMind program (the “Program”). Your enrollment in the Program, and access to alumni benefits, is conditional upon agreeing to the following terms and paying applicable fees.

Scientuitive – Fitness & Wellness Education Inc. (the “Company”)

SmartBody SmartMind

Service Offering Agreement
(the “Agreement”)

[January 17, 2024]

What is “SmartBody SmartMind”?

• “SmartBody SmartMind” (“SBSM”) is an online group program designed to teach you about neuroplasticity. You’ll gain a deeper understanding of how to care for and treat your own nervous system.

• The 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.

• We do our best to have representatives of the Company (“Company Representatives”) answer most questions, however, due to the group nature of the Program, we do not always get to every single question within dashboard comments, Q&A calls, and live chat discussions. 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.

• Please note that while Irene Lyon (“Irene”) may be active as part of the Program, other trained Company Representatives will be your primary point of contact for questions and support regarding the Program.

• Training Calls of the Program may be conducted live or delivered through pre-recorded video by Irene or other trained Company Representatives.

• After the Program is completed, you will be responsible for continuing your learning experiences gained via SBSM. A selection of resources are provided, in accordance with this Agreement, to assist you in continuing your learning and healing journey.

• For any technical support, our support team can be reached at [email protected], and we will endeavor to get back to you within 48 hours. Our regular business hours are Monday to Friday, 9AM – 3PM Eastern Time (ET).

Alumni Benefits

Subject to terms herein, alumni of the Program are granted (a) free lifetime access to Program content (“Program Content”), including new materials that are added to the Program from time to time; and (b) the option to return and participate in subsequent Programs, subject to availability and such other terms for alumni participation as determined by the Company.

Program Content is being provided and made available in accordance with this Agreement and on such other terms as may be included from time to time in connection with your access to such materials, for as long as the Company continues to offer the Program in its current form. You may be required to agree to amended terms of this Agreement and such other terms as required by the Company from time to time, in order to continue accessing Program Content after the Program concludes.

Post-Program Moderation

Unless otherwise indicated, after the Program is completed, private forums will no longer be moderated and may be closed and deleted without notice. The Company is not responsible for saving or preserving any information posted on its website, any Company platform, or within any of the Company’s social media channels (collectively, the “Company Platforms”) during or after the Program.

Waiver of Recordings and Testimonials

By registering for the Program, you acknowledge and agree that the Company and Company Representatives may capture video and audio recordings or screenshots of the foregoing or any post on any Company Platform (“Recordings”) of certain parts of the Program, which may contain your name, likeness, statements, posts or comments, and/or voice.

The Company may also request or receive testimonials or other feedback (“Testimonials”) from participants regarding their personal experiences with the Program.

Recording 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 discussions during the Program so we can share with others within the Program on terms herein. By participating in the Program, you hereby grant the Company permission to capture Recordings of calls, discussions, and all social media posts or comments on any of the Company Platforms 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 Recordings will be the exclusive property of the Company and hereby grant the Company an irrevocable, worldwide, assignable, sublicensable, and perpetual license to use Recordings for internal operations or for posting on any of the Company Platforms, or for any ancillary or related purpose, without additional compensation owing to you for their use.
• Testimonials: We accept and use Testimonials in order to improve the Program and future product offerings. We may also share Testimonials with current and prospective participants of the Program, 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 Program or the Company’s other product offerings, whether on the Company Platforms or within educational materials forming part of the Program or the Company’s other product offerings, or otherwise.
• 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 indefinitely after the Program, 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 thereof in accordance with this Agreement.

Confidentiality and Limited License

By participating in the Program, you agree and acknowledge that no recording of any kind is allowed during the Program 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 Program, in accordance with terms herein. All information shared during the Program or accessed as alumni of the Program (if applicable), 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 or as alumni of the Program, including Program 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 Program 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 Program Content that has been made available to you. This includes being on time and “present” during the Program, as applicable.

Personal Conduct

Before, during, and after the Program, the Company is committed to fostering a respectful environment where participants of the Program 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 Program. 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 Program or the Company Representatives, whether inside or outside of the Program, you may be removed from the Program. In such cases, the Company may terminate your access to the Program, 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 Program. 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 Program, your alumni benefits and status as an alumni may be terminated, and you may no longer be able to access the benefits or materials. 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 Program 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 Program Content or certain Company Platforms.

Assumption of risks

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

No Medical Advice, Diagnosis, or Treatment

Please note that the 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 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.

Waiver, Release, and Indemnity

By participating in the 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 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 Program 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 Program 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 Program, including but not limited to you demonstrating or performing any information or techniques learned during the Program 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 Program.

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 me and the Company in connection with and following my participation in the Program. 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

For new participants, if after commencing the Program and giving it a “100% go” you feel the Program is not right for you, the Company will refund your payment within 30 days of the Program start date. If you request a refund within this 30-day period, a $50 USD processing fee will be retained. No refunds will be granted after 30 days for any reason. Alumni are not eligible for refunds.

Who should I contact with questions?

Thank you for your interest in the Program. If you should have any questions around our policies, how the Program is delivered, what is involved and its suitability for you or your personal and professional needs, and for all other alumni questions, please do not hesitate to email us at [email protected].

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