ONLINE COACHING AGREEMENT

& Liability Waiver

This Online Coaching Services Agreement, (hereinafter, the “Agreement”) is made and entered into 2023 by and between J K Strength & Fitness (the “Company”), Edmond, OK, and Client (as identified through fitBudd agreement). The Coach and the Client are sometimes collectively referred to in this Agreement as the Parties.

The Parties hereby agree to the following terms and conditions:

1. GENERAL TERMS

Client acknowledges that s/he is contracting for the services of an online personal health and fitness coach provided by JK Strength & Fitness (each such individual hereinafter referred to as a “Coach”). This agreement entitles any Coach employed by the Company to work with the Client to provide the services described in this Agreement.

2. SERVICES TO BE PROVIDED:

The coach will design a tailored exercise and health program for the Client that reflects the client’s objectives, fitness level, and experience. The coach will review the proposed program with the Client before the Client commencing the program. Client’s commencement of the program constitutes Client’s acceptance of the proposed program.

The program may include one or more of the following:

● Individual analysis of the client’s current fitness levels and goals

● Macro analysis (strongly recommend tracking macros - at least protein)

● Individual workout program designed by NLCA certified personal trainer to include:

o weight training;

o circuit training;

o cardiovascular exercise and training;

o use of machinery, training equipment, free weights, circuit machinery, and cardiovascular machines; stretching; weightlifting.

o other training activities, techniques, and/or exercises as determined by the Coach.

● The client will be enrolled in True Coach Mobile App (at no cost to the client) to track workouts, messaging, and accountability (also syncs with MyFitnessPal to track macros).

● Nutrition and supplement guidance

● Meal planning (at additional charge)

Coach and Client will have weekly or bi-weekly check-ins via Zoom, FaceTime, phone, text, email, or True Coach messaging system to ensure Client is progressing through the coaching program.

3. REFUNDS ON PAYMENTS

The client understands and agrees that no refunds for any payments made to the Company will be provided.

4. TERMINATION OF AGREEMENT

The Parties shall have the right to terminate this Agreement upon written notice of termination to the other party. This writing must be via email or regular US mail. Text messaging shall not be considered written notice. If this Agreement is terminated by Client, Client shall pay a termination fee equal to twenty percent of the uncharged balance of their total package cost. The client is not entitled to a refund for the cancellation. In the event of termination of this Agreement, Sections 6, 9, 10, 13, and 14 shall survive such termination.

5. CONFIDENTIALITY

From time to time during the Term of this Agreement, the Company (as the "Disclosing Party") may disclose or make available to the Client (as the "Receiving Party") information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other forms of media whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information”) This includes but is not limited to items such as workout protocols, nutritional guidelines, exercise explanations, e-books, videos related to exercise performance and any other information disseminated to the Receiving Party by the Disclosing party to aid in the execution of this Agreement.

The Receiving Party shall: (A) protect and safeguard the confidentialityof the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section caused by any of its Representatives.

On the expiration or termination of the Agreement/At any time during or after the term of this Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.

6. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties and supersedes any previous understanding, agreements, arrangements, or discussions, written or oral, between the Parties relating hereto. There are no collateral agreements, representations, or guarantees, oral or otherwise unless attached hereto and signed by both Parties.

7. WARRANTIES

Coach warrants that they will provide coaching services in accordance with industry standards and with the same level of care in providing the coaching services as it does for itself and in no event less than a reasonable level of care. There are no other warranties either express or implied in this Agreement that are not expressly contained in this Agreement.

8. ASSUMPTION OF THE RISKS AND RELEASE.

BY SIGNING THIS AGREEMENT, CLIENT RECOGNIZES THAT THERE ARE CERTAIN INHERENT RISKS ASSOCIATED WITH THE ABOVE-DESCRIBED ACTIVITIES AND THAT THE PROGRAM MAY INVOLVE STRENUOUS PHYSICAL ACTIVITY INCLUDING, BUT NOT LIMITED TO MUSCLE STRENGTH, AND ENDURANCE TRAINING, CARDIOVASCULAR CONDITIONING AND TRAINING, AND ANY OTHER FITNESS ACTIVITY.

CLIENT HEREBY AFFIRMS THAT THE CLIENT IS IN GOOD PHYSICAL CONDITION AND DOES NOT SUFFER FROM ANY KNOWN DISABILITY OR CONDITION THAT WOULD PREVENT OR LIMIT THE CLIENT’S PARTICIPATION IN THE ONLINE FITNESS COACHING PROGRAM. CLIENT UNDERSTANDS THAT CLIENT’S ENROLLMENT AND PARTICIPATION IS PURELY VOLUNTARY AND IN NO WAY MANDATED BY THE COACH OR COMPANY. CLIENT ASSUMES FULL RESPONSIBILITY FOR PERSONAL INJURY TO THE CLIENT AND (IF APPLICABLE) CLIENT’S FAMILY MEMBERS OR THOSE WITH WHOM THE CLIENT SHARES THE COACHING PROGRAM.

CLIENT FURTHER AFFIRMS THAT CLIENT’S RESPONSES TO THE PRE-SCREENING QUESTIONNAIRE IN NO WAY SHIFT LIABILITY TO THE COACH OR COMPANY AND IT IS THE CLIENT’S RESPONSIBILITY TO DETERMINE WHETHER OR NOT THE CLIENT IS PHYSICALLY AND MENTALLY ABLE TO PARTICIPATE IN THE COACHING PROGRAM.

Client hereby expressly waives and releases any claims, now known or hereafter known in any jurisdiction throughout the world, against Coach or Company, and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Releasees"), on account of injury, death, or property damage arising out of or attributable to my participation in the online fitness coaching program, whether arising out of the negligence of the Coach, Company, or any Releasees or otherwise. Client covenants not to make or bring any such claim against the Coach, Company, or any other Releasee, and forever release and discharge the Coach, Company, and all other Releasees from liability under such claims.

By signing below, Client acknowledges that Client has read and understood all the terms of this agreement and that Client voluntarily gives up substantial legal rights, including the right to sue Coach or Company.

9. INDEMNIFICATION. Client shall defend, indemnify, and hold harmless the Coach, Company, and all other Releasees against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by/awarded against the indemnified party in a final judgment, arising out or resulting from any claim of a third party arising from or related to the acts described in this Agreement.

10. NUTRITIONAL DISCLAIMER

By participating in the online coaching program, the Client understands and agrees that Coach is not a registered dietician. Any nutritional guidance or information given is not meant to be used as prescriptions for diets, or supplements to treat any medical or clinical condition, to treat any symptoms of a medical or clinical condition, or to diagnose a medical or clinical condition. Any nutritional information given is merely information regarding nutrition for healthy individuals only. If you have a medical or clinical condition, please consult a registered dietician for more information regarding nutrition and your condition.

11. AFFILIATE DISCLAIMER

Coach and Company have affiliate relationships with certain companies which may be discussed throughout the term of this agreement, on social platforms owned by Coach or Company, and on Coach’s or Company’s website. Client’s use of products or services from these affiliates or interactions with the affiliates, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Client and such affiliates and/or individuals. The client is solely responsible for making all investigations necessary or appropriate before proceeding with any offline or online transaction with any of these third parties.

The client agrees that neither the Company nor Coach shall not be responsible or liable for any loss or damage of any sort incurred as the result of any transactions entered into with third-party affiliates or other third parties. Client shall be solely responsible for resolving disputes between Client and an affiliate. Client hereby releases Coach, Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to transactions with third party affiliates or other third parties.

12. NON-DISPARAGEMENT AGREEMENT

Company, Coach, and Client mutually agree to refrain from making any disparaging statements, either orally or in writing, about each other, or any affiliate of the Coach or Company, or any of the Coaches or any affiliate of the Coach's directors, officers, agents, partners, athletes or representatives.

13. USE OF PHOTOS AND PERSONAL INFORMATION BY COACH

Client acknowledges that photos and or videos of Client may be used across various social media platforms and websites by Coach for marketing purposes. The client gives permission and consents to allow Coach to use client progress photos as necessary on platforms including but not limited to Instagram, Instagram Story, Facebook, and their website. The client may request that all photos be kept private and not used in any manner, further if any time the Client is uncomfortable with a photo that has been shared, they may request the Coach to take down certain photos or information. Company shall own all rights, title, and interest in and to all photos and videos of Client that are taken using Company or Coach’s photo or video equipment, or that are used on Coach or Company’s website or social media platforms.

14. APPLICABLE LAW.

The laws of the State of Oklahoma will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement. The parties submit to the non-exclusive personal jurisdiction of the federal and state courts located in or having jurisdiction over Edmond, OK.

15. REMEDIES. Except as otherwise provided in this Agreement, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

16. SIGNATORIES

This Agreement shall be signed on behalf by Jason Kelly on behalf of JK Kelly Consulting DBA JK Strength & Fitness and by the Client via fitBudd terms of acceptance. This Agreement is effective immediately upon the signature of both parties.