CLIENT AGREEMENT

This Client Agreement (the “Agreement”), dated (the
“Effective Date”), is made by and between Melissa Moffet (hereafter
known as “Company” or “Teacher”, and The Client (hereafter known as
“Client”, and collectively, the “Parties”).
WHEREAS, Company provides coaching (“Services”); and
WHEREAS, Client wishes to retain Company and accepts the terms and conditions
set forth herein to provide such Services.
NOW THEREFORE, in consideration of the mutual covenants stated herein, the
Parties agree as follows:

1. SERVICES.

Company agrees to provide teaching and mentorship group coaching in METAMORPHISIS which includes four weeks of weekly calls, a group chat, and a day of 1:1 messaging with Melissa (herein referred to as the “Program”). Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.

2. DISCLAIMER.

Client understands Company is not a therapist or doctor.
Mentoring, which is not directive advice, counseling, or therapy, may address
overall goals, specific subjects, or general conditions in Client's life or profession.
Services may include shifting mindsets, giving support in multiple areas of life, holding space, setting priorities, establishing goals, identifying
resources, brainstorming, creating action plans, strategizing, asking clarifying
questions, and providing models, examples, and in-the-moment training.
Company promises that all information provided by Client will be kept strictly
confidential, as permissible by law.
If the Client is under the care of a healthcare professional or currently uses prescription
medications, the Client should discuss any dietary changes or potential
dietary supplements use with his or her doctor, and should not discontinue any
prescription medications without first consulting his or her doctor. Client understands
that the information in this Program is NOT medical or nursing advice and
is not meant to take the place of seeing licensed health professionals.

3. PROGRAM STRUCTURE.

Program includes weekly group. calls, a group voxer chat for four weeks, .and a 1:1 messaging day on voxer with Melissa.
Voxer voice and text messaging is available 24/7, however The Company receives the right to take time off as communicated to The Client.
Access to three courses and all live masterclasses during the three months together will be granted.
Company’s requests for Client’s participation in the Program:
Please be on time to all appointments. If you will be late, notify Company
in advance. If you will miss an appointment, notify Company at least 24
hours in advance through email. Appointments missed without 24 hours
notice will only be rescheduled at Company’s sole discretion.
Be honest and participate fully. Recognize that our sessions are a safe
place to look at what you really want, and what it will take to make it
happen.
Make a commitment to the action plans you create, and do what you
have agreed to do.
Understand that the power of the mentoring relationship can only be
granted by you, and commit to making the relationship powerful. If you
see that the mentoring is not working as you desire, communicate and
take action to return the power to the relationship.

4. TERM.

This course runs for four weeks. However, Company as the right to terminate the program at any time and cancel further payment. Client understands that a relationship with Company does not exist between the Parties after the conclusion of the Program. If the
Parties desire to continue their relationship, a separate agreement will be
entered into.

5. TERMINATION.
Company is committed to providing Client with a positive Program experience.
By signing below, Client agrees that the Company may, at its sole discretion,
terminate this Agreement and limit, suspend or terminate Client’s participation
in the Program without refund or forgiveness of monthly payments if Client becomes
disruptive or upon violation of the terms. If Client decides to terminate
this Agreement, no refunds will be issued. Client agrees that Company can cancel the Program at any point. Any deposits made are nonrefundable.

6. PAYMENT.

This course is $955 paid In full or $333 for three monthly payments.

7. REFUNDS.

Client is responsible for full payment of fees for the entire Program, regardless of
whether Client completes the Program. To further clarify, no refunds will be issued.

8. CONFIDENTIALITY.

This Agreement is considered a mutual non-disclosure agreement. Both Parties
agree not to disclose, reveal or make use of any information learned by either
party during discussions, Or otherwise, throughout the Term of this Program
(“Confidential Information”). Confidential Information includes, but is not limited
to, information disclosed in connection with this Agreement, and shall not include
information rightfully obtained from a third party. Both Parties shall keep
all Confidential Information strictly confidential by using a reasonable degree of
care, but not less than the degree of care used by it in safeguarding its own
confidential information. The obligation of the Parties hereunder to hold the information
confidential does not apply to information that is subsequently acquired
by either Party from a third party who has a bona fide right to make such
information available without restriction. Both Parties agree that any and all
Confidential Information learned as of the Effective Date shall survive the termination,
revocation, or expiration of this Agreement.

9. COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION.

Notwithstanding anything in the foregoing, in the event that Client is required by
law to disclose any of the Confidential Information, Client will (i) provide Company
with prompt notice of such requirement prior to the disclosure, and (ii) give
Company all available information and assistance to enable Company to take
the measures appropriate to protect the Confidential Information from disclosure.

10.NON-DISCLOSURE OF COMPANY MATERIALS.

Material given to Client in the course of Client’s work with the Company is proprietary,
copyrighted and developed specifically for Company. Client agrees
that such proprietary material is solely for Client’s own personal use. Any disclosure
to a third party is strictly prohibited.
Company’s program is copyrighted and the original materials that have been
provided to Client are for Client's individual use only and are granted as a single-user
license. Client is not authorized to use any of Company’s intellectual
property for Client's business purposes. All intellectual property, including
Company’s copyrighted program and/or course materials, shall remain the sole
property of the Company. No license to sell or distribute Company’s materials is
granted or implied.
Further, by signing below, Client agrees that if Client violates, or displays any likelihood
of violating, any of Client’s agreements contained in this paragraph,
Company will be entitled to injunctive relief to prohibit any such violations and
to protect against the harm of such violations.

11.NON-DISPARAGEMENT.

Client shall not make any false, disparaging, or derogatory statement in public
or private regarding Company, its employees, or agents. Company shall not
make any false, disparaging, or derogatory statements in public or private regarding
Client and its relationship with Company.

12.INDEMNIFICATION.

Client agrees to indemnify and hold harmless Company, its affiliates, and its respective
officers, directors, agents, employees, and other independent contractors
from any and all claims, demands, losses, causes of action, damage, lawsuits,
judgments, including attorneys’ fees and costs, arising out of, or relating to,
Client’s participation or action(s) under this Agreement. Client agrees to defend
against any and all claims, demands, causes of action, lawsuits, and/or judgments
arising out of, or relating to, the Client’s participation under this Agreement,
unless expressly stated otherwise by Company, in writing.

13. DISPUTE RESOLUTION.

If a dispute is not resolved first by good-faith negotiation between the Parties to
this Agreement, every controversy or dispute to this Agreement will be submitted
to the American Arbitration Association. The arbitration shall occur within ninety-
(90)-days from the date of the initial arbitration demand and shall take place in
Boulder, Colorado. The Parties shall cooperate in exchanging and expediting
discovery as part of the arbitration process and shall cooperate with each
other to ensure that the arbitration process is completed within the ninety-(90)-
day period. The written decision of the arbitrators (which will provide for the
payment of costs, including attorneys’ fees) will be absolutely binding and conclusive
and not subject to judicial review, and may be entered and enforced in
any court of proper jurisdiction, either as a judgment of law or decree in equity,
as circumstances may indicate.

14. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the
laws of the state of Colorado, regardless of the conflict of laws principles thereof.

15.ENTIRE AGREEMENT; AMENDMENT; HEADINGS.

This Agreement constitutes the entire agreement between the Parties with respect
to its relationship, and supersedes all prior oral or written agreements, understandings
and representations to the extent that they relate in any way to
the subject matter hereof. Neither course of performance, nor course of dealing,
nor usage of trade, shall be used to qualify, explain, supplement or otherwise
modify any of the provisions of this Agreement. No amendment of, or any
consent with respect to, any provision of this Agreement shall bind either party
unless set forth in a writing, specifying such waiver, consent, or amendment,
signed by both parties. The headings of Sections in this Agreement are provided
for convenience only and shall not affect its construction or interpretation.

16.COUNTERPARTS.

This Agreement may be executed in one or more counterparts (including by
means of facsimile or electronic mail via portable document format), each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.

17.SEVERABILITY.

Should any provision of this Agreement be or become invalid, illegal, or unenforceable
under applicable law, the other provisions of this Agreement shall not
be affected and shall remain in full force and effect.

18.WAIVER.

The waiver or failure of Company to exercise in any respect any right provided
for herein shall not be deemed a waiver of any further right hereunder.

19.ASSIGNMENT.

This Agreement may not be assigned by either Party without express written consent
of the other Party.

20. FORCE MAJEURE.

In the event that any cause beyond the reasonable control of either Party, including
without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory,
labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either
because of unreasonable increased costs or risk of injury, for either Party to perform
its obligations under this Agreement, the affected Party’s performance
shall be extended without liability for the period of delay or inability to perform
due to such occurrence.

21. CLIENT RESPONSIBILITY; NO GUARANTEES.

Client accepts and agrees that Client is 100% responsible for its progress and results
from the Program. Company will help and guide Client; however, participation
is the one vital element to the Program’s success that relies solely on Client.
Company makes no representations, warranties or guarantees verbally or in writing
regarding Client’s performance. Client understands that because of the nature
of the program and extent, the results experienced by each client may significantly
vary. By signing below, Client acknowledges that there is an inherent
risk of loss of capital and there is no guarantee that Client will reach its goals as
a result of participation in the Program and Company’s comments about the
outcome are expressions of opinion only. Company makes no guarantee other
than that the Services offered in this Program shall be provided to Client in accordance
with the terms of this Agreement.


IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed
this Client Agreement as of the date first indicated above.