Terms of Use

IMPORTANT: READ THIS CAREFULLY BEFORE ACCESSING OR USING OPTIMAL CIRCADIAN HEALTH’s PROPRIETARY MATERIALS, WHICH INCLUDES ANY AUDIO AND/OR VISUAL PRESENTATIONS, AND/OR PROGRAMS . BY ACCESSING OR USING THE PROGRAM, YOU ACKNOWLEDGE THAT: A. YOU HAVE READ THIS AGREEMENT, B. YOU UNDERSTAND IT, AND C. YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS

Under the terms of this Agreement, OPTIMAL CIRCADIAN HEALTH agrees to provide health coaching services to YOU in the form of webinars, audio and/or visual presentations, and periodic personal coaching and evaluation. Your access to the Program is conditional on OPTIMAL CIRCADIAN HEALTH’s receipt of the Program Fee. As a condition of participating in the Program, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

The Company’s Terms of Use, Privacy Policy, and Disclaimer are hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Program. In the event of a conflict between any of those policies and this Agreement, this Agreement shall govern. This Agreement will commence upon YOUR acceptance of this Agreement and payment of the Program Fee.

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice. The Client must have a general practitioner medical professional, also known as a primary care provider to refer for diagnosis and treatment of the Client’s medical conditions

Refund Policy All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. OPTIMAL CIRCADIAN HEALTH abides by a strict no-refund policy. By entering into this Agreement, YOU agree and understand that you are permanently waiving the right seek or claim any refund of the Program Fee. YOU further acknowledge, represent, warrant and agree that, by entering into this Agreement, YOU are taking full responsibility for YOUR own success and therefore YOU will not request a refund. Commitment to the Program By entering into this Agreement, YOU commit and agree to faithfully execute all of the lessons, assignments, and course work in the Program to the best of YOUR ability. YOU further agree to attend all scheduled Q&A sessions included as part of the Program. YOU also acknowledge that creating results requires tremendous effort and that YOU are prepared and committed to faithfully make that effort. Promotional Material By entering into this Agreement, YOU affirmatively agree and acknowledge that OPTIMAL CIRCADIAN HEALTH may at any time reproduce and/or disseminate any testimonial describing or otherwise referencing, either directly or indirectly, YOUR experience in the Program, including any specific results experienced by YOU over the course of YOUR participation. YOU agree and acknowledge that this includes any written statements you may publish through social media accounts and online forums, as well as any statements and/or images captured or otherwise recorded over the course of attendance at any event related to the Program. YOU further represent and warrant that any statements or testimonials that you make shall be correct, accurate, and truthful. Additionally, YOU irrevocably and permanently grant, assign and convey to OPTIMAL CIRCADIAN HEALTH the right to use, broadcast, distribute, and exhibit in any form now or later developed, including publications for promotion on website entries and social media sites, YOUR name, likeness, image, photograph, voice, and video as related to and in conjunction with YOUR attendance of any Program event and/or participation in the Program (collectively “YOUR Materials”). YOU irrevocably and permanently waive any right to royalties or other compensation arising from or related to the use of YOUR Materials. Ownership Of All Intellectual Property All content included as part of the Program, such as text, graphics, logos, images, as well as the compilation thereof, and any software used in the Program, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Program are the trademarks of their respective owners. Your participation in the Program does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Program, You agree to observe and abide by all copyright and other intellectual property protection. You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Program content and resources. You hereby agree that You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program. The Company content is not for resale. Your participation in the Program does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your individual use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein. You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the Program will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees. Confidentiality The Company respects the privacy of its clients and will not disclose any information You provide except as set forth in this Agreement. As a condition of participating in the Program, you hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information. Specifically, you shall not share any information provided by other Program participants outside of the bounds of the Program unless you receive express written permission from such other participant to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, its owners and employees, and other Program participants. Unless specifically and expressly authorized by this Agreement, YOU shall not use, teach, sell, disclose, reveal, provide or make available to any third party any of OPTIMAL CIRCADIAN HEALTH’s Confidential Information, including, but not limited to, materials (whether in electronic form or made available to YOU in private social media groups, or otherwise), documentation, techniques, formulas, methods, processes, algorithms, code, software, designs, uses, apparatuses, notes, trade and service marks, trade dress, trade secrets, images, video, audio, intellectual property, or any login member credentials. YOU warrant, represent, and agree to (i) hold the Confidential Information in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as YOU use to avoid unauthorized use, disclosure, or dissemination of YOUR own confidential information of a similar nature, but not less than reasonable care; and (ii) not use the Confidential Information for any purpose whatsoever except as expressly contemplated under this Agreement. OPTIMAL CIRCADIAN HEALTH (or its licensor) shall at all times retain all rights, ownership, title, and interest in any Confidential Information. Personal Responsibility By participating in the Program, you accept personal responsibility for the results of your actions. You agree that the Company has not made any guarantees about the results of taking any action, whether recommended in the Program or not. The Company provides educational and informational resources that are intended to help participants in the Program succeed. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, drive, dedication, motivation, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Company. You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others - whether clients of the Company or otherwise - applying the principles included in the Program are no guarantee that you or any other person or entity will be able to obtain similar results. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available in the Program. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended in the Program. Materials Provided By You During The Program The Company does not claim ownership of the information or materials You may provide during the Program (including feedback and suggestions) or post, upload, input, or submit to any Website or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing, or submitting your Submission you are granting the Company, our affiliated companies, and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission. In other words, the Company has the right to include your Submissions – including any audio or video recordings of You participating in any sessions as part of the Program – in the Program and other marketing material going forward. No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company’s sole discretion. By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input, or submit the Submissions. No Warranties The Company makes no warranties regarding the performance or operation of the Program, including any technological aspects of the program. The Company further makes no representations or warranties of any kind, express or implied, as to the information, contents, materials, documents, programs, products, books, or services included in or through the Program. To the fullest extent permissible under the law, the Company disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. IF YOUR ARE A CALIFORNIA RESIDENT, BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Limitation of Liability You agree to absolve and do hereby absolve the Company of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of use of the Program and/or any information and resources contained in the Program. You agree that the Company shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Program. The information, software, products, and service included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the information in the Program. The Company and/or its suppliers may make improvements and/or changes in the Program at any time. The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Program for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement. To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Program, with the delay or inability to use the Program or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Program, or otherwise arising out of the use of the Program, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to You. If you are dissatisfied with the Program or any portion of it, your sole and exclusive remedy is to discontinue using the Program. Modification This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and is modifiable only by a duly signed written instrument; however, OPTIMAL CIRCADIAN HEALTH reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement at www.optimalcircadianhealth.com. Indemnification You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Program and related services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses. Governing Law and Jurisdiction This Agreement and any disputes relating to this Agreement shall be governed and construed in accordance with the laws of the United States of America and the State of Florida, without regard for its conflicts of laws principles. Jurisdiction and Venue for any dispute concerning, involving, or in any way related to this Agreement shall lie exclusively in the federal and state courts of Florida State, located in the County of Leon. The Parties expressly waive any objections to such jurisdiction and venue and irrevocably consent and submit to the personal and subject matter jurisdiction of such courts in any action or proceeding. However, this Agreement and/or any court order or judgment arising out of or related hereto shall be enforceable in every state and worldwide. Termination And Access Restriction The Company reserves the right, in its sole discretion, to terminate your access to the Program and the related services or any portion thereof at any time upon written notice to YOU, which may be sent via email. If You become disruptive to the Company or other Program participants, if You fail to follow the Program guidelines, or if You otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination. Notwithstanding anything to the contrary herein or otherwise, the provisions of this Agreement concerning indemnification, non-disclosure, Confidential Information, Intellectual Property, disclaimer of warranties, and limitation of liability shall survive the termination of this Agreement. Entire Agreement This Agreement, along with the Company’s Terms of Use, Privacy Policy, and Disclaimer, constitutes the entire agreement between You and the Company with respect to the Program, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You and the Company with respect to the Program. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Severability If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Waiver No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Remedies In the event of a breach or threatened breach by YOU of any of the provisions of this Agreement, YOU hereby consent and agree that OPTIMAL CIRCADIAN HEALTH shall be entitled to obtain, as a matter of right hereby granted, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be inPage 10 of 10 addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. Force Majeure The Company shall not be liable or responsible to You, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Attorneys’ Fees and Legal Expenses If any proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach hereof, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party's costs, reasonable attorneys' fees, the amount of which shall be fixed by the court, and shall be made a part of any award or judgment rendered (regardless of whether or not the matter is contested).