SmithWorks Inc. (SWI)

Student Services and Program Agreement

 

Page 6 of 7

Continued From Page 5

(9)  NO GUARANTEE OF RESULTS

Company does not guarantee or warrant any specific result. Student acknowledges and agrees that there is no guarantee of results and that this Agreement only applies to the Services to be rendered and Fees to be paid. Student’s payment obligation is not contingent upon the outcome of coaching. Further, Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Although Company aims to enhance overall health and wellness which can lead to positive outcomes, Company makes no guarantee or warranty that the Program will meet Student’s requirements or expectations or that all participants will achieve the same results, or any particular result. Student furthermore understands that the Program is not intended to fully eliminate any or all dysfunction in the time frame designed, but to proactively address Student’s concerns so that Student may become independent in the lifestyle changes that will ultimately govern Student’s wellbeing.

(10)  NOT INSURANCE AND NOT COVERED

The Services are intended to be services that are not covered by any private health insurance policy, private health plan or government program, including, but not limited to, Medicare/Medicaid, in which Student may be enrolled (individually and collectively “Health Insurance Plans”). Company is not responsible for determining eligibility for benefits or for assisting Student with collecting insurance benefits and has no responsibility to correspond with or telephone or email any insurer. Company will supply a “general receipt” for paid Fees and will not supply any billing information or medical codes for insurance billing purposes (i.e. a “superbill”).

Student understands and acknowledges that the provision of Services under this Agreement constitutes the establishment of a direct relationship between Student and Company, and is therefore, not subject to any guidelines, restrictions, or contracts established by health insurance companies, health maintenance organizations, hospital service organizations, or Medicare/Medicaid programs. Accordingly, Student agrees not to submit a claim to Medicare or any of the Health Insurance Plans for Services under this Agreement, and Student acknowledges that no reimbursement will be provided under any of the same for the Services.

Student understands and acknowledges that this Agreement is not an insurance plan, not a contract for health insurance, and not a substitute for a Health Insurance Plan. It will not cover hospital services, emergency services, medical services, or any services not included in this Agreement, Addendum, or Exhibits. In the event of an emergency, Student will call 911 or the nearest emergency room, and follow the directions of emergency personnel.

(11) NO MEDICAL, PSYCHOLOGICAL, OR PROFESSIONAL HEALTHCARE SERVICES

Student understands, agrees, and acknowledges that the Services are not medical, psychological, or otherwise professional healthcare services and that Company is only providing lifestyle, general stress reduction, and overall wellness services that are intended to be “coaching” and not licensed healthcare or otherwise clinical services or suggestions. More specifically, Company does not examine, diagnose or treat, or offer to treat or cure or attempt to cure, any mental or physical disease, disorder or illness, or any physical deformity or injury; and Company does not recommend or prescribe or recommend changing dosage or discontinuing any prescription medications or pharmaceutical drugs.  For purposes of this Agreement, the practice of medicine and counseling includes, without limitation, psychiatry, psychology, psychotherapy, or providing health care treatment, instructions, diagnosis, prognosis or advice. Whether or not Company’s health coach, consultant, representative, agent, or contractor is licensed as a healthcare practitioner in the state in which he/she or Student resides, he/she will be providing Services in a non-licensed capacity, that is, by sticking to coaching only. The health coaching Services provided shall include health, wellness, fitness and nutritional information and are designed for educational purposes only. Coaching involves guiding Students to make better overall health and wellness choices, including thoughtful lifestyle adjustments to improve overall well-being and vitality.

Student agrees and acknowledges that all information provided by Company and Company’s Coaches, employees, agents, representatives, or contractors is not a substitute for, nor a replacement of, professional medical advice, diagnosis, or treatment. If Student has any concerns or questions about Student’s health, Student should always consult with a physician or other health-care professional. Student agrees, understands, and acknowledges that Student will not disregard, avoid or delay obtaining medical or health related advice from Student’s health-care professional because of this health coaching arrangement. Student agrees that if Student is currently on prescription medication that Student not discontinue these medications without first consulting with Student’s licensed health provider. The use of any information provided by Company is solely at Student’s own risk.

(12) DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Company disclaims all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose or merchantability; and Company’s liability hereunder shall be limited to the aggregate Fees paid to Company by Student for the Program until termination. Company has no liability to Student for any incidental and consequential damages, whether or not foreseeable or contemplated by Company (including, but not limited to, any loss, cost, injury, or expense caused by, or resulting from, a delay in responding to Student, whether from technical failures or otherwise).

(13) ASSUMPTION OF RISK; INDEMNIFICATION

Student choose to receive coaching; accordingly, Student knowingly, voluntarily, and intelligently assumes the risks involved in the same. As a result of Student’s assumption of these risks, Student agrees to defend, indemnify, and hold harmless Company, Company’s members or shareholders, trustees, affiliates, contractors, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorney’s fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale and/or use of Services, products, or in connection with referral to others including practitioners and merchants under this Agreement; excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its members, shareholders, trustees, affiliates, or successors. Correspondingly, Student agrees not to pursue a claim against any of the foregoing, merely because Student is dissatisfied with the results of the above Services.

(14) INTELLECTUAL PROPERTY

Company’s copyrighted and original materials will be provided to Student for individual use only and a single-user license. Student is not authorized to use any of Company’s intellectual property for Student’s business purposes. Student is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of Company. All intellectual property, including Company’s copyrighted materials, shall remain the sole property of Company. No license to sell or distribute Company’s materials is granted or implied.

(15) NOTICES AND COMMUNICATIONS

Any communications required or permitted to be sent under this Agreement shall be in writing and sent via U.S. mail or email to help@thirdcovenant.com. Any change in address shall be communicated in accordance with this section; and Student is solely responsible for updating Company with respect to any change of address (including email address and phone number).

If Student wishes to send email communications and receive email responses from Company, Student acknowledges that email is not a secure medium for sending and receiving potentially sensitive personal information and personal health information. Student also acknowledges and understands that an email or secure message in any form is not a good medium for urgent or time-sensitive communications. In the event a communication is time-sensitive, Student must communicate with Company by phone (225) 784 – 2168, otherwise Student may email help@thirdcovenant.com. Company will try to respond within two (2) business days.

(16) COMPLETE AGREEMENT

This Agreement constitutes the complete Agreement and understanding between Student and Company. There are no promises or representations except as set forth in this Agreement. No amendment of this Agreement shall be binding on a Party unless made in writing and signed by all Parties. Notwithstanding the foregoing, Company may unilaterally amend this Agreement to the extent required by law or regulation by sending Student advance written notice of any such change; any such changes are incorporated into this Agreement by reference without the need for signatures by the Parties and are effective as of the date established by Company.

(17) CLEAR UNDERSTANDING

Student acknowledges that the terms of this Agreement are clear and that no undue pressure has been exerted on Student to sign this Agreement.

PLEASE READ THIS DOCUMENT FULLY.

PLEASE DO NOT SIGN THIS AGREEMENT BEFORE YOU HAVE READ IT COMPLETELY.

Student Signature and Email

I, the Student to this Agreement, understand and acknowledge the above information regarding no guarantee of results, not insurance and not covered, no medical, psychological, or professional healthcare services are being offered or provided, disclaimer or warranties and limitation of liability, assumption of risk and indemnification, intellectual property, notices and communications, complete agreement and Student’s clear understanding. I also acknowledge that I understand this and consent to participate in the Program. I  understand this is Page Six of this Agreement and there are seven pages to this Agreement.

I HAVE CAREFULLY READ THIS AGREEMENT AND ACKNOWLEDGE THAT I UNDERSTAND IT.

 

By using your electronic signature, you, the Student, acknowledge and agree that it carries the same legal weight and validity as your handwritten signature. It serves as your authentic and binding endorsement and agreement on this electronic document, just as if you had physically signed this Agreement with pen and paper.

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