TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) AS THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.

YOUR PRIVACY

Protecting your privacy is extremely important to us. In exchange for your trust, we promise to observe the following principles: We will ask only for the information we need in order to provide the highest level of service to you. We will not release personally identifying information about you except as described in these Terms or with your consent. We do not keep any credit card information on our servers at any time. All payments are taken via a secured third party server, such as Authorize.net, Stripe, PayPal, Venmo or Square Register.

FOR HEALTH BY RATIO CLIENTS

By using the Health By Ratio program (which includes, but is not limited to, all web pages within the Health By Ratio network, including web pages on Facebook, Google Drive, and/or HealthByRatio.com and HealthByRatio.mykajabi.com, their content, applications, products, and services offered from time to time, and any content, materials, products and services which are delivered to you via email or other form of delivery) (collectively, the “Site”), you agree to be bound by these Terms. If you do not agree to all of the Terms, do not use the Site. Health By Ratio, LLC (“Company”) may revise and update these Terms at any time. Your continued use of the Site will mean that you accept the revised Terms.

Use, access and/or visiting of the Site is void where prohibited by law. By using, accessing and/or visiting the Site, you are representing and warranting to Company that you are 18 years of age or older. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT ELIGIBLE TO USE THE SITE AND MUST NOT ATTEMPT TO REGISTER WITH THE SITE.

IMPORTANT DISCLAIMER

Company strongly recommends that you consult with your physician before beginning any reconditioning program. If you are pregnant, nursing or have health problems, consult your doctor about specific medical conditions. The information provided through this Site or Company is of a general nature and is provided for educational purposes only. It is not intended in any way to take the place of professional medical advice. You should be in good physical condition and be able to participate in the program. You agree and acknowledge that Company is not a licensed medical care provider and represent that it has no expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of the program on a medical condition. Should you use the services of one of our licensed consultants while participating in the program, you understand that you are doing so at your own risk. Although Company makes an effort to provide quality information to you, Company disclaims any implied guarantee regarding the accuracy, completeness, timeliness, or relevance of any information provided through this Site or by Company.

You agree and acknowledge that when participating in any reconditioning or nutrition program, there is the possibility of physical injury or illness. If you follow this program, you agree that you do so at your own risk, are voluntarily participating in these activities, assume all risk of injury to yourself, and agree to release and discharge Company from any and all claims or causes of action, known or unknown, arising out of Company's negligence, or otherwise. In addition, you agree to release and discharge Company, its representatives, licensed consultants, agents, and successors, from any and all liability for accidental injury or illness which you may incur as a result of following the reconditioning or nutrition program or using any equipment (including resistance bands) in your reconditioning program, whether recommended by Company, or otherwise.

Your failure to follow the Site’s rules as outlined herein, whether listed below or in supplemental notices posted at various points in the Site, may result in termination of your right to use the reconditioning program, without notice, in addition to Company’s other remedies.

Company does not warrant that the information on the Site, or in email messages, will not contain material that you or other individuals may find objectionable. However, we will investigate complaints, and we appreciate your input.

By purchasing the program, you acknowledge, consent and agree that we may access, preserve and disclose your account information if required to do so by law or in a good faith belief that it is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms (iii) respond to infringement or other claims; or (iv) protect our rights, property or personal safety of our Members and the public.

REGISTRATION

You must purchase the Health By Ratio program in order to participate in each phase of the program. In order to purchase the reconditioning program, you must provide the Company with certain personal information. It is imperative that you provide accurate and truthful information about your health and physical condition during the program. By participating in the program, you represent and warrant to Company that all of the personal information you provided during the program is true and correct. COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL YOUR PARTICIPATION STATUS OR USE OF THE SITE IF COMPANY DETERMINES THAT YOU HAVE OR IF YOU INFORM US THAT YOU HAVE CERTAIN CONDITIONS. COMPANY RESERVES THE RIGHT TO CANCEL YOUR PARTICIPATION IN THE PROGRAM SHOULD YOU VIOLATE THESE TERMS AND ANY OTHER POSTED POLICY ON THE SITE.

COMPANY’S LICENSE TO USE SUBMITTED MATERIALS UPON CONSENT

From time to time, you may submit information, data, biographical information, statistics, testimonials, results of use of the programs, video, sound recordings or photos of you to Company via the Site, email or other form of delivery (collectively the “Submitted Materials”). In the event that you consent (which consent may be in writing, by email, text message, or direct message through WhatsApp, Facebook Messenger, or Instagram) to Company’s use of such Submitted Materials, you hereby grant to the Company the license and right to use, publish, reproduce, create derivative works of, distribute and publicly display the Submitted Materials, including your name, image, likeness and biographical data (your “Personal

Information”), in any form, media or content, for advertising, promotional materials or any other commercial purpose including, without limitation, use on Company’s website and social media pages. You agree that no advertisement or other material is required to be submitted to you for approval and the Company shall be without liability to you for any distortion or illusionary effect or adverse result to you on account of the use of your Submitted Materials or Personal Information as authorized herein. You hereby irrevocably release the Company and waive and covenant not to sue or seek reimbursement from the Company for any and all present and future claims, demands, damages, losses, adverse consequences, liabilities and causes of action arising from any of the authorized uses of your Submitted Materials and Personal Information by the Company, including, without limitation, any claims for copyrights, moral rights, defamation, libel, invasion of privacy, publicity, personality, or exploitation of your name or likeness. In the event that you request that Company cease use of the Submitted Materials, the Company may consent to cease use and will take down or cease all such uses in their control; however, you acknowledge and agree that the Company is not responsible or liable for taking down any uses not in their control (e.g., copies of your photographs or testimonials that have been copied by third parties on the internet).

You acknowledge that Company prohibits the use, uploading or submission of any information or material in or on the Site or to Company that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right. By providing any Submitted Materials to Company, you are representing to Company that you have the right and power to grant the license and rights described in these Terms and Conditions, including the rights to use your Submitted Materials, to the Company without the consent or approval of any other party. You are responsible for the accuracy and completeness of all Submitted Materials and agree to use the Site only for lawful purposes. You are prohibited from uploading or providing Company with any unlawful, harmful, threatening, abusive, harassing, defamatory, libelous or obscene material of any kind, including, without limitation, any material that violates any applicable local, state, federal or international law.

INFORMATION AND SERVICES

At certain placed on the Site, live “links” to other website addresses and resources may be accessed. The links are for convenience purposes only, and the inclusion does not imply that Company endorses these Sites. The information and services available on or through the Site come from a variety of sources, including YouTube. We do not actively monitor the content of Site features, newsletters, email messages, or other material available through HealthByRatio.com and HealthByRatio.mykajabi.com that were not created by Company and its employees. Therefore, while we strive to bring you only the most helpful and accurate information, we cannot verify, endorse or vouch for the information, services or recommendations made available through the Site that are provided by partners and other outside sources.

LIMITATIONS ON USE

Company grants to you a limited personal, non-exclusive and non-transferable right and license to access the Site. Unless otherwise specified in writing, the Site is for your personal and non- commercial use. The Site including, without limitation, the content, metadata, design, organization, compilation, look and feel, the fitness and nutrition plans and programs (whether on

the Site or e-mailed to you) and all other protectable intellectual property available through the Site (the “Proprietary Materials”) are the Site’s property or the property of our licensors and are protected by copyright and other intellectual property laws. All rights regarding the Proprietary Materials not expressly granted in this Agreement are reserved by Company. Unless you have our written consent, you may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials received through the Site to anyone. You agree not to rearrange, modify or create derivative works using the Proprietary Materials. You agree not to create, scrape or display our content for use on another web site or service. You agree not to post any content from the Site to weblogs, news groups, mail lists or electronic bulletin boards, without our written consent.

Company is not responsible for any representations, warranties, terms, conditions, payment, or delivery of any goods or services sold or advertised through its sponsors.

ACCOUNT SECURITY

Should Company issue you a username and password to the Site (for paid clients), you are responsible for maintaining the confidentiality of same, and you are fully responsible for all activities that occur under your username and password. You shall immediately notify us of any unauthorized use of your username or password or any other breach of security. Company will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular

caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

DISCLAIMERS OF WARRANTIES

YOU USE THE SITE AT YOUR OWN RISK. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN SUCH CONTENT. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SITE AND THE CONTENT AND SERVICES AVAILABLE THROUGH THE SITE IS ON AN "AS- IS", "AS AVAILABLE" BASIS AND COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT AND MATERIALS IN THIS SITE. THIS DISCLAIMERS OF WARRANTIES SECTION SHALL SURVIVE YOUR TERMINATION OF OR CESSATION OF USE OF THE SITE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN COMPANY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON THE SITE OR ANY WEBSITES LINKED TO THE SITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SITE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (F) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO COMPANY. THIS LIMITATION OF LIABILITY SECTION SHALL SURVIVE YOUR TERMINATION OF OR CESSATION OF USE OF THE SITE. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION

You agree to defend, indemnify, and to hold harmless Company, together with its officers, directors and members, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and attorneys' fees on account thereof) arising, resulting from or relating to: (a) your use of the Site or your inability to use the Site; or (b) an allegation that you violated any representation, warranty, covenant or condition in these Terms. Your agreement to defend, to indemnify, and to hold Company (and its officers and directors) harmless applies whether a claim against Company is based in contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that the Site or reconditioning program caused damage to you or to any third party and/or your use and access to the Site. This indemnification section shall survive your termination of or cessation of use of the Site.

DISCLAIMER; ASSIGNMENT; GOVERNING LAW

Company, in its sole discretion, may revoke the program use of those who violate its guidelines or these Terms of Service. These Terms contains the final and entire agreement between us regarding your use of the Site and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Site. We may discontinue or change the Site, or its availability to you, at any time. These Terms are personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. Company may assign its rights and obligations under these Terms. These Terms will inure to the benefit of Company’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms, or to exercise any right under the Terms, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. You agree that these Terms, as well as any and all claims arising from these Terms will be governed by and construed in accordance with the laws of the State of California, United States of America applicable to contracts made entirely within California and wholly performed in California, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of these Terms or in any way related to the Site will be an appropriate federal or state court located in Los Angeles, California. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.