Functional Nutrition Lab’s Full Body Systems (the “Course”)

TERMS AND CONDITIONS

These Terms and Conditions together with the course order form (collectively, “Agreement”) represent the entire agreement between the undersigned student (“Student”) and Functional Nutrition Alliance, LLC, (“Company”) and are each referred to as a “Party” and collectively, as the “Parties.”

1. Services.

The Student’s access to and participation in the Course and in conjunction with the Course, access to the Course website (the “Course Website”) along with the Course materials is subject to the Student’s compliance with the terms of this Agreement.

2. Payments.

a. Payment Schedule. Student shall pay Course fees on the payment schedule specified in the order form (the “Payment Schedule”) in United States Dollars (“USD”), if Student has elected to pay the Company directly for the Course, and not through a third party. Regardless of the actual payment method, Student shall provide to Company a valid credit card or debit card (“Payment Card”) for payment of Course fees until such time the Course is paid in full.

b. Responsibility for Non-Payment. Student is responsible for ensuring that payments are made on time and in full according to the Payment Schedule, if Student has elected to pay the Company directly for the Course, and not through a third party. Student shall be responsible for non-payment of Course fees, even if the Course fees are paid or reimbursed by a third party (such as an employer or lender). In the event Student has elected to fund Course fees through such party and Student fails to timely pay amounts owed to such third party and the third party no longer funds the Student’s Course fees, Student shall continue to be responsible for ensuring that payments are made on time and in full according to the Payment Schedule. The Company reserves the right to suspend the Student’s access to the Course until such fees are paid by Student or such third party pursuant to the Payment Schedule.

c. Payment Authorization. Student authorizes Company (without notice to Student, unless required by applicable law) to charge Student’s Payment Card pursuant to the Payment Schedule in USD. In the event that Student has elected to pay by a means other than credit card and the payment is not received or Company is not able to process the payment, Company is authorized to charge the Payment Card for the payment. Student shall bear all responsibility for third-party charges for payment processing for transaction fees, overdraft charges, and foreign exchange fees. In the event a Payment Card is declined, Company will attempt to process the Payment Card until the past due amount is successfully charged to the Payment Card.

d. Late Payments. Student’s failure to provide to Company with valid Payment Card for payment of Course fees when they become due or failure to pay Company pursuant to the Payment Schedule (including Student’s Payment Card issuer or online payment system not approving the charges for any reason) will result in the payment being declared late. Student will receive late payment notifications from Company and the Company will continue to attempt to process to the Payment Card until the account balance is brought current. Late payments may be subject to interest at a rate of 12% per annum (or the highest rate permitted by applicable law (if lower)). Payments delinquent by more than 30 days will result in loss of access to the Course and the Course Website, including termination of Student’s privilege to access and participate in social media sites maintained by Company, and Student’s account may be submitted to a collections agency and Student’s non-payment reported to a credit bureau. Student shall be responsible for all costs and fees of collection if Student’s account is sent to collections. All late fees incurred by the Student shall be charged to the Payment Card on the next billing cycle and going forward until paid in full.

e. PayPal Payment Plan. Pursuant to Section 2(c), a Payment Card is required if Student elects to pay Course fees with PayPal (the “PayPal Plan”) and by electing PayPal Student authorizes Company to charge any all fees owed to Company to such Payment Card pursuant to the Payment Schedule. When a PayPal payment is five or more days past due, the PayPal Plan will be canceled and the Payment Card on file will be charged for the amounts due. Upon cancelation of the PayPal Plan for any reason, including failure of Student to accept the PayPal Plan, all future Course payments will be charged to the Payment Card on a schedule of payments approximately every 30 days from the date of the last successful PayPal payment. An account must be current on all tuition payments and fees, If Student wishes to resume PayPal Plan, Student must be current on all payments and pay the PayPal Plan re-activation fee of $25. All late fees incurred by Student are subject to be paid through the payment card on file on the day they are due.

3. Right to Cancel and Refund Policies.

a. 21 Day Refund Period. Student is eligible for course cancelation and a refund of amounts paid to the Company by Student in connection to enrolling in the Course in USD only within 21 days from the start of the Course, regardless of when the student actually is enrolled in the course (“Refund Period”), provided that the request is submitted to Company in writing via email at support@fxnutrition.com prior to the expiration of the Refund Period or such request is mailed to the Company, attn: Refund, 800 W Main St Ste 1460, Boise, ID 83702 post-marked prior to expiration of the Refund Period. If the Student elects to defer the Course to a later date, the refund period still ends on the expiration of the Refund Period. Refund amounts shall not include any amounts paid by Student to a third party, including related to any financial application fees or costs. Violation of the terms of this Agreement for any reason voids Student’s right to a refund.

b. Refund Payment. Refunds shall be in USD at the time the refund is processed by Company. Company shall not be liable for any foreign exchange rate differences between the purchase price of the Course and the refund amount.

c. Course Cancelation. Should Company cancel the Course, Company’s liability is limited to the refund of any Course fees paid prior to such cancelation.

4. Intellectual Property.

All Course content, teaching material, Course Website and any other materials provided to or made available to Student by Company (“Course Materials”), as between the Student and the Company, are the sole intellectual property of Company. Company’s intellectual property is provided to student as limited non-exclusive license for the Student’s individual use only in connection to the Course, shall be non-transferrable and is intended for a single-user only and for distribution or other commercial purposes, except as otherwise expressly granted to the Student by the Company in writing. Except for rights expressly granted to Student by Company in writing, Company retains all rights to title to and interest in the intellectual property. Student shall not claim ownership, sell, share, remove any copyrights, trademark or other intellectual property notices, copy, reproduce, disseminate or otherwise interfere with Company’s rights over its intellectual property. To the extent that Student contributes, in whole or in part, to any derivatives, improvement(s) or modification(s), or makes any suggestions, enhancement requests, recommendations, comments, feedback, ideas or the like, to Company’s intellectual property (“Improvements”), Student hereby assigns to Company all right, title and interest in and to such Improvements.

5. Terms of Use and Privacy Policy.

In addition to the terms in this agreement, Student’s enrollment in the Course, including participation in the Course and use of the Course materials, is subject to the Company’s Terms of Use posted on the Company’s website https://fxnutrition.com/terms/ and the Company’s Privacy Policy, posted on the Company’s website https://fxnutrition.com/privacy/ and as each may be amended or restated from time to time without notice to Student. In the event of a conflict between this Agreement, the Terms of Use and Privacy Policy, this Agreement shall control.

6. Student Responsibilities.

Student shall conduct themselves honorably, responsibly, respectfully, ethically, and lawfully and in accordance with Company policies. Failure to do so shall be considered a breach of this Agreement and Company may, at its sole discretion, remove Student from the Course and Course Website, and terminate Student’s privilege to access and participate in social media sites maintained by Company. In the event of Student’s removal, Student shall still be responsible for the payment of all Course fees. The Student specifically acknowledges and agrees that the Company is not liable for any defamatory, offensive or illegal conduct of any other Course participants, including the Student.

7. Limitation of Liability.

UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM: (A) THE USE OF, OR ANY INABILITY TO USE, THE COURSE MATERIALS; OR (B) ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF STUDENT OR ANYONE ELSE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS FEES AND COSTS) THAT STUDENT MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY STUDENT TO COMPANY.

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ANY OF THE OTHER INDEMNIFIED PARTIES BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND COMPANY OR THEIR CONTROL INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER COMPANY NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR: (A) ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND ANY SITE, SERVICE, SOFTWARE OR HARDWARE; OR (B) ANY DELAY OR FAILURE STUDENT MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO COMPANY WEBSITE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

APPLICABLE LAW MAY NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO STUDENT.

8. Warranties Disclaimer.

THE COMPANY MAKE NO WARRANTIES AS TO THE COURSE OR ITS MATERIALS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. THE STUDENT AGREES THAT THE COURSE AND ITS MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE COURSE OR THE MATERIALS WILL BE UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COURSE OR THE MATERIALS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF COURSE OR ITS MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

The information provided through Course Materials is for personal educational purposes only and not for commercial or other distribution by Student, unless expressly agreed to in writing by Company. Company makes no representations or warranties regarding the results that may be achieved by completing the Course.

Course Materials are not intended to be a substitute for medical advice (including but not limited to, diagnosis or treatment by Student’s physician, therapist, mental health practitioner, dietitian or nutritionist, or any other health-care professional) or professional advice from Student’s accountant, lawyer, or financial advisor. Student should not disregard or delay taking or seeking any medical advice or other professional advice based on the information from Course Materials, or received from Company or any other Indemnified Party. The Course Materials are not intended to be, nor is, a substitute for medical or other professional advice pertaining to Student’s particular situation.

Company does not guarantee that Student will attain any particular medical, financial, operational or business result through Course and use of Course Materials.

9. Indemnification.

Student hereby agrees to indemnify, defend, and hold Company, and its parent, subsidiaries, affiliates, licensors, licensees, successors, distributors, agents, representatives, employees and other students, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by Student of this Agreement. Student shall use Student’s best efforts to cooperate with Company in the defense of any claim. We reserve the right, at Company’s expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by Student.

10. Severability and Waiver.

If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed, and the remainder of this Agreement shall remain operative and binding. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breach.

11. Company's Authority.

Student understands Company has the right to change, amend or update the Course content, duration, the Course Website, materials and Company policies at any time. Subject to Section 3(C), Company may cancel the course at its sole discretion.

12. Interpretation.

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular and any gender shall include any other gender.

13. Governing Law and Venue.

Any claim or dispute arising out of or relating to this Agreement between the Parties shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. Students agrees to submit to the personal and exclusive jurisdiction of the federal and state courts located within New York County, New York (including the Southern District of New York). TO THE FULLEST EXTENT PERMITTED BY LAW, STUDENT HEREBY WAIVES ANY RIGHT STUDENT MAY HAVE TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING AGAINST COMPANY WHEREBY MORE THAN ONE STUDENT PARTICIPATES IN THE SAME ACTION.