Insulin Resistance Intensive

RELEASE OF LIABILITY AND ASSUMPTION OF RISK AGREEMENT

PLEASE READ THIS RELEASE OF LIABILITY AND ASSUMPTION OF RISK AGREEMENT (THIS “AGREEMENT”) CAREFULLY, IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS. YOUR PARTICIPATION IN THE PROGRAM CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

The Insulin Resistance Intensive, operating as Equus Holdings, LLC (the “Company”) has approved my application and accepted me as an Insulin Resistance Intensive (the “Program” or “Membership”) participant (“me” or “I”).

In consideration of my participation in the Program, I understand, acknowledge and agree as follows:

1. Risks.

The purpose of the Program is to improve the overall health, vitality and well-being of each participant through nutritional education and fitness coaching. However, I understand that participation in the Program involves recommendations to engage in certain nutrition practices, dietary changes and fitness activities that may pose risks to my health and safety, including, among others, the following risks (collectively, “Risks”):

(a) the fact that the Company and its officers, members, managers, coaches, directors, agents and employees (collectively, “Company Parties”) are not licensed medical professionals and do not provide medical advice, diagnosis, or treatment. The Program is not intended as specific medical or other professional advice, and any information provided to me by any Company Party is for educational and informational purposes only;

(b) the trigger or exacerbation of pre-existing health conditions, whether known or unknown;

(c) changes to my physical strength, coordination, sense of balance, moods, energy levels, or impaired ability to give or follow directions (whether or not related to participation in the Program);

(d) the negligent acts or omissions of other persons related to participation in the Program, including Program coaches or other participants, which might include inadequate or faulty instructions or nutritional recommendations.

I further acknowledge that the Risks, and other general risks related to nutritional programs and increased fitness activities, are inherent to the Program and cannot be eliminated without destroying the basic nature of participation in the Program. I acknowledge and agree that any questions regarding medical conditions, treatments, or medications should be directed to a licensed healthcare provider of my own choosing. The information provided by the Company Parties and otherwise relating to the Program does not replace the advice of or treatment by a medical doctor or healthcare provider and is to be considered as strictly educational. In no event will the Company be liable to me or anyone else for any decision I make or action I take in reliance on the Program or Program Materials. I affirm that I am voluntarily participating in the Program with knowledge of the Risks and potential dangers involved and I represent that I do not have any mental or physical condition that might create risks to myself or to others.

2. Assumption of Risks.

I understand that by the nature of the Program, and that by participating in the Program, I may be exposing myself to the Risks described above, and others, inherent or not, which may result in all manner of trauma, including, without limitation, heart attacks, muscle strains, muscle pulls, muscle tears, broken bones, shin splints, heat exhaustion, abrasions, muscle loss, impaired bone health, gastrointestinal issues, dehydration, and death, that may be because of any of the following: (a) negligence of the Company Parties; (b) my own actions or inactions; or (c) actions or inactions of any Program participants.

I expressly agree that my participation in the Program is entirely at my own risk, and I acknowledge and assume all Risks, inherent and otherwise, whether or not described above, and all responsibility for losses, costs, and damages I may incur as a result of my participation in the Program, including losses caused or alleged to be caused in whole or in part by any of the following: (i) negligence of the Company Parties; (ii) my own actions or inactions; or (iii) actions or inactions of any Program participants.

This agreement of assumption of risk includes loss or damage caused or claimed to be caused in whole or in part by negligence, but not the intentional misconduct or recklessness, of a Released Party. I will carefully read and comply with the guidelines and instructions of the Company.

3. Release and Indemnity.

To the fullest extent permitted by applicable law, I agree to release and discharge and not to sue the Company Parties with respect to any claim, liability, demand, loss, or damages arising out of or relating to my participation in the Program and related activities, including any claim caused or alleged to be caused in whole or in part by any of the following: (a) negligence of the Company Parties; (b) my own actions or inactions; or (c) actions or inactions of any Program participants.

I agree to defend, indemnify, and hold harmless the Company Parties from any loss, liability, damage, cost, or expense, including, without limitation, attorneys’ fees, that the Company Parties may incur if, despite this Agreement, I, or anyone on my behalf, makes a claim against the Company Parties related in any way to my participation in the Program.

The foregoing agreements of release and indemnity include loss or damage caused or claimed to be caused in whole or in part by negligence, but not the intentional misconduct or recklessness, of a Released Party.

4. Miscellaneous.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any conflict of law provisions. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts located within Nevada, and I irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

This Agreement is binding, to the fullest extent permitted by applicable law, on me and my successors, heirs, executors, administrators, personal representatives, and family members.

This Agreement may not be modified or amended unless in writing and signed by me and the Company.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable the term or provision in any other jurisdiction.

No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege under this Agreement will be construed as a waiver thereof.

No single or partial exercise of any right, remedy, power or privilege under this Agreement precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

This Agreement will govern participation in the Program on the date on which it is signed and thereafter until it is withdrawn or replaced by a subsequent agreement.

I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND I UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING THIS AGREEMENT AND ACKNOWLEDGE THAT I HAVE SIGNED THIS AGREEMENT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE.

I ACKNOWLEDGE AND AGREE THAT I MAY REQUEST AND NEGOTIATE PARTICULAR CHANGES TO THIS AGREEMENT, BUT DOING SO MAY ALSO IMPACT THE AMOUNT OF FEES CHARGED FOR PARTICIPATION IN THE PROGRAM OR IMPOSITION OF OTHER FINANCIAL OR INSURANCE OBLIGATIONS.

BY SIGNING THIS AGREEMENT, I WAIVE THE RIGHT TO NEGOTIATE THE TERMS AND EXPRESSLY AGREE TO THE TERMS AS SET FORTH IN THIS AGREEMENT.

Insulin Resistance Intensive PARTICIPATION AGREEMENT

PLEASE READ THIS PARTICIPATION AGREEMENT (THIS “AGREEMENT”) CAREFULLY, IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY, INDEMNIFICATION, AND GOVERNING LAW.

YOUR PARTICIPATION IN THE PROGRAM CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Upon execution of this Agreement, The Insulin Resistance Intensive COACHING TEAM, operating as Equus Holdings, LLC (the “Company”) will approve your application and accept you as an Insulin Resistance Intensive (the “Program” or “Membership”) participant (“Participant”, “Member” or “you”). By signing below, you acknowledge and agree that: (i) you are at least 18 years old; (ii) this Agreement automatically becomes a binding contract between you and the Company regarding your participation in the Program; and (iii) you have read, agree to, and accept all of the terms and conditions contained in this Agreement.

1.Payment Terms

1.1 By completing the agreement and signing below, you authorize the Company to charge your credit card, as indicated, as payment for your participation in the Program. Furthermore, you agree that you are responsible for full payment of fees for the entire course of the Program, regardless of whether you actually attend, participate in, or complete the Program.

2.Participation Conduct and Termination

2.1 We are committed to using our best efforts to provide all Program Participants with a positive Program experience. If you as a Program participant (i) breach the terms of this Agreement, (ii) become disruptive or difficult to work with or (iii) otherwise impair the participation of the Program instructor or other participants (in each case, as determined by the Company in its sole discretion), the Company may limit, suspend or terminate your participation in the Program and/or terminate this Agreement, without refund.

3.Privacy, Confidentiality, and Intellectual Property

3.1 As a Program Participant, you agree to respect the privacy of other Program participants. You agree that all information shared by other Program participants is confidential and such information belongs solely and exclusively to such Program participants. You agree not to use or disclose any information about, or information shared by, any other Program participant(s). You further agree not to violate the publicity or privacy rights of any other Program participant.

3.2 You agree to respect the confidential and proprietary nature of Company and Program information, including without limitation: (i) information regarding business plans, operations, processes, ideas, trade secrets or know-how; (ii) personal information pertaining to the Company’s employees, contractors, or agents or other Program participants; (iii) the method of performance of the Program and related materials, documents, presentations, reports or other copyright-protected deliverables provided by Company (including the content and design) (collectively “Program Materials”); and (iv) any other information of a similar nature not generally disclosed by the Company to non-Participants or the general public (all of which information is referred to collectively as “Confidential Information”). You agree not to use or disclose any Confidential Information acquired in connection with the Program to any third party.

3.3 Company provides each Participant with a non-exclusive, non-transferable, non-sublicensable license to use the Program Materials solely for Participant’s own purposes in connection with participation in the Program. You are not granted any right to use the Program Materials for purposes of conducting your own training(s) or business operations or to disclose the Program Materials to any third party in connection with the delivery of any similar or potentially competitive services. You agree that: (1) Company retains all rights, title and interest in and to the Program and all Program Materials; (2) except as expressly authorized above, Company does not transfer any or assign to you any copyright, trademark, patent, trade secret or other intellectual property rights or interests of any kind of Company in the Program, Program Materials or in any related know-how; (3) you will not infringe or misappropriate any such intellectual property rights of the Company (whether or not related to the Program); (4) you will not modify, translate, or copy any Program Materials, unless previously provided in writing by Company.

3.4 You understand and acknowledge that any health information that you voluntarily share with the Program is no longer protected health information and will not be covered under the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

4.Legal Provisions and Jurisdiction

4.1 This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any conflict of law provisions. Participant consents to the exclusive jurisdiction of any state or federal court situated in the State of Nevada and waives any objection based on lack of personal jurisdiction or improper venue, with regard to any actions, claims, disputes or proceedings relating to this Agreement.

5. Acknowledgment of Risk

5.1 The Participant acknowledges and agrees that: (a) injury risks are inherent in any diet, nutrition, exercise, or fitness program; (b) there exists the possibility for certain conditions occurring during or following diet changes and training and/or exercise; (c) each individual’s success depends on many factors, including his or her willingness to do the work, get the necessary support, and desire to succeed, and you assume 100% responsibility for your results; and (d) you may not use the Program in any manner not specifically authorized hereunder or in any way that violates any applicable laws or regulations.

6. Medical Fitness

6.1 The Participant represents and warrants that they are medically and physically fit and able to engage in the Program.

6.2 The Participant agrees to consult with a physician or professional healthcare provider before starting any new diet, exercise, or fitness program, including the Program, to ensure it is appropriate for their current health conditions and fitness level.

6.3 If Participant has specific questions about any medical matter, Participant will promptly consult with their physician or other professional healthcare provider. Participant acknowledges that they will not delay in seeking professional medical advice, disregard such medical advice, or discontinue any medical treatment because of any information relating to the Program.

6.4 The Participant acknowledges that they may or may not have pre-existing conditions that precede participation in this Program which may affect the expected results of the Program.

7. Photography, Video and Name Release and Waiver

7.1 I hereby give the Company and its officers, coaches, directors, agents and employees (collectively, “Company Parties”) my permission and consent, and grant to the Company and Company Parties the right, to: (a) film, record and photograph me (the “Recordings”) in connection with my participation in the Program, which includes but is not limited to live or pre-recorded classes to be viewed by other Program participants, and (2) use my name, image, likeness, appearance, voice and other identifying materials (the “Materials”) without further consent from or any compensation to me. I hereby assign and transfer to the Company all right, title and interest in and to the Recordings (including all video and audio documentary, interviews, films, recordings and photographs, and all content thereof, as well as all tapes, transcripts and copies thereof) and the Materials (including all copyrights and other intellectual property rights). I agree that the Company and Company Parties may use, modify, edit, publish and distribute the Recordings and the Materials in whole, or in part, in complete, partial or composite form, without restriction as to changes or alterations, and I hereby waive any right to review, inspect or approve any such changes or alterations or the final product. I hereby release and discharge the Company and Company Parties, and their respective successors and assigns, from all liabilities, claims, demands, actions, suits, damages, losses, costs and expenses arising from, related to or in any way connected with the Company’s or Company Parties’ exercise of their rights under this Section or the production, exhibition, advertisement, promotion, exploitation or other use of the Recordings or the Materials.

8. Limitation of Liability; Disclaimer of Warranties

8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR COMPANY PARTIES, OR ANY OTHER INDIVIDUALS OR ENTITIES INVOLVED IN THE PROGRAM BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ON ACCOUNT OF ANY INJURY, DEATH OR DAMAGE TO PROPERTY, CAUSED OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY PARTICIPATION IN THE PROGRAM, INCLUDING WITHOUT LIMITATION ACTIONS TAKEN IN ACCORDANCE WITH ANY RECOMMENDATIONS OR SUGGESTIONS MADE BY COACHES OR OTHER PARTICIPANTS IN THE PROGRAM, WHETHER BASED ON OR ARISING OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM EXCEED THE TOTAL AMOUNTS THE PARTICIPANT PAID TO THE COMPANY UNDER THIS AGREEMENT.

8.2 THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR GUARANTY THAT THE PROGRAM WILL BE EFFECTIVE, YIELD SPECIFIC RESULTS, OR MEET YOUR REQUIREMENTS, AND THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

8.2 SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR WARRANTIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS ABOVE MAY NOT APPLY.

9. Indemnification

9.1 You agree to waive all claims, assume all liability, and release, indemnify, defend and hold harmless the Company Parties from any and all claims, actions, suits, costs, expenses, damages, and liabilities, including attorney’s fees, resulting from or relating to (a) your failure to disclose any pre-existing conditions, limitations, or sensitivities, (b) your participation in the Program, including but not limited to, any injuries, accidents, or health conditions that may occur as a result of following any recommendations or suggestions made by the Program or its coaches, (c) any claims relating to libel, invasion of privacy, and violation of publicity rights, and (d) your negligence, willful misconduct or breach of this Agreement.

9.2 YOU AGREE THAT THE ABOVE RELEASE AND WAIVER OF LIABILITY, AND THIS INDEMNIFICATION IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY LAW. FURTHER, YOU AGREE THAT IF ANY PORTION OF THIS ASSUMPTION OF RISK, RELEASE, WAIVER OF LIABILITY, AND INDEMNIFICATION PROVISION IS HELD INVALID, THE BALANCE OF SUCH SHALL BE VALID AND CONTINUE IN FULL LEGAL FORCE AND EFFECT.

10. Non-Medical Advice Acknowledgment

10.1 The Participant acknowledges that the Company Parties: (i) are not actively licensed medical professionals; and (ii) do not provide medical advice, diagnosis, or treatment, and any information provided by any Company Party is for educational and informational purposes only.

10.2 While one or more retired medical professionals provides topical information and expertise on topics such as human physiology and insulin resistance, he/she provides that only for educational, coaching, and informational purposes. The Participant acknowledges that this Program is not intended to provide specific medical advice, diagnosis or treatment.

10.3 The Program is not intended as specific medical or other professional advice. The Participant acknowledges and agrees that any questions regarding medical conditions, treatments, or medications should be directed to a licensed healthcare provider. The information provided by the Company Parties and otherwise relating to the Program does not replace the advice of or treatment by a medical doctor or healthcare provider. In no event will the Company be liable to you or anyone else for any decision made or action taken by you in reliance on the Program or Program Materials.

11. Term of Agreement

11.1 This Agreement automatically becomes a binding contract between you and the Company, and applies to your participation in the Program, and shall remain in full force and effect for the duration of the Participant’s membership, including any and all periods of participation, whether past, present, or future, as outlined under Section 3. This includes, without limitation, any lapses in membership, regardless of duration, and any time spent as a member. Provisions of the Agreement that by their nature should apply beyond their terms will remain in force after and any termination or expiration of this Agreement.

11.2 You acknowledge and agree that the Company shall not be liable to you for any delay or failure in performance under this Agreement due to events or any other circumstances beyond its reasonable control, and in no event shall you be entitled to a refund or credit for any period during which Program offerings or participation are suspended due to such circumstances beyond the Company’s reasonable control.

12. Miscellaneous Terms

12.1 We reserve the right to amend this Agreement at any time by sending you a revised version at the address you provided. By continuing your participation in the Program after any changes to this Agreement are delivered to you, you agree to all such changes and all such changes will be effective immediately upon the date we send you the revised version of this Agreement.

12.2 You may not assign or transfer any of your rights or delegate any of your obligations under the Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section is null and void.

12.3 No waiver by the Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Company. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege under this Agreement shall be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege under this Agreement precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.4 If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable the term or provision in any other jurisdiction.

12.5 The Participant acknowledges and agrees that this Agreement is a binding legal contract between Company and the Participant (and its legal successors, including personal legal representatives, heirs, and next of kin).

12.6 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, understandings, or agreements between the parties, whether verbal or written.

12.7 This Agreement may be executed and delivered by facsimile, email of a portable document format (.pdf), or other means of electronic transmission and will have the same binding effect as delivery of an original signed copy. Participant agrees that the electronic signatures, whether digital or encrypted, included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.

12.8 By signing this Agreement, you agree that the Company may send you periodic messages, alerts, and other communications regarding Program participation through email, text message (at the phone number provided to us during enrollment), and other similar means, including, without limitation, reminders about Program expiration and Program marketing messages. Please be aware that message and data rates may apply, and you agree to pay any applicable network access, data usage, or similar fees associated with delivery and receipt of such communications.

I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND I UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING THIS AGREEMENT AND ACKNOWLEDGE THAT I HAVE SIGNED THIS AGREEMENT FREELY AND WITHOUT ANY INDUCEMENT OR ASSURANCE OF ANY NATURE. BY SIGNING THIS AGREEMENT, I WAIVE THE RIGHT TO NEGOTIATE THE TERMS AND EXPRESSLY AGREE TO THE TERMS AS SET FORTH IN THIS AGREEMENT.