Service Onboarding

This Healthy Habits Business Agreement, including Exhibits (“Agreement”) is between Healthy Habits Management Co. (“HHMC”), with a principal place of business located at 14 South Baltic Place, Meridian, ID 83642, and ______________________________________ (Business Name), and each individual as set forth on the signature page (“Client”), with the place of business listed above (“Client Location”). This Agreement is dated as of the Client signature date below (“Effective Date”). HHMC and Client may each be referred to as a “Party” or collectively as the “Parties.” Capitalized terms not defined in any of the Exhibits shall have the meanings set forth in this Agreement.

HHMC developed a business program combined with multiple services including genetic testing, membership plans, weight loss packages, body contouring equipment, nutritional supplements, nutritional counseling and SEO and website services (“Business Program”) comprised of set up instructions, protocols, online certified nutritionist, training, forms and other documents for implementing the Business Program (“Program Materials”). Client wishes to use all or some of the Program Materials and establish Business Program, and HHMC is willing to grant Client training and use under the terms and conditions of this Agreement.

1. Use and Training
   
   
   
   1. Use: Client shall select any and/or all service(s) for the Business Program as described on the Exhibits to this Agreement (“Business Service(s)”). HHMC hereby grants to Client use of the Program Materials to operate and market a Business Program at Client’s Business Location described above.
   
   
   2. Training: In order to train Client properly and receive the greatest possible benefit and advantage from the Business Program, HHMC shall make available to Client, Program Materials as described on the selected Exhibits in accordance with the Business Service(s), namely for weight loss services and body contouring equipment.
   
   
   
   


2. Operating Requirements
   
   
   
   1. Compliance with Laws: At its own expense, Client shall comply with all applicable federal, state, and local laws, ordinances, regulations, and insurance(s), and obtain all other licenses and permissions necessary for the conduct of the Business Program and any Business Service(s).
   
   
   2. Retention of Authority and Control: Client shall exercise ultimate authority, control, and affairs of Client’s business, HHMC has no control over any facet of Client’s business. Client acknowledges that HHMC is not offering or licensing a franchise, or franchise system.
   
   
   3. Protected Health Information: Provision of services by HHMC may require that Client make disclosure to HHMC of “Protected Health Information” that is subject to protection under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated by the U.S. Department of Health and Human Services to implement certain privacy and security provisions of HIPAA (the “HIPAA Regulations”), codified in 45 C.F.R. Parts 160, 162, and 164. HIPAA requires that Client and HHMC agree in writing to observe certain mandatory provisions of law regarding the privacy and security of Protected Health Information and the Parties so agree in order to satisfy HIPAA.
   
   
   
   


3. Fees, Payments, and Default
   
   
   
   1. Startup Fee: Client will pay to HHMC a nonrefundable startup down payment fee as described on the selected Business Service(s) Exhibit, due upon execution of this Agreement (“Startup Fee”).
   
   
   2. Monthly Fee: During the term (described in section 4 herein “Initial Term” and “Renewal Term”), Client shall pay HHMC a continuing monthly fee(s) for the Business Service(s) based on the Exhibits selected. The first monthly payment shall begin thirty (30) days from Client’s signature date of the selected Exhibit(s) and continue each month during the term of the Agreement.
   
   
   3. Payments: All payments herein shall be made payable to “Healthy Habits Management Co.” Payment(s) are made by credit card according to the recurring credit card authorization form. All payments are non-refundable and non-disputable. If payment is not received by HHMC by the 5th day following the due date, Client shall also pay a late fee equal to 5% the total amount then due. In addition to the late fee, Client shall pay interest to HHMC at a rate equal to the lower of (i) 18% per annum or (ii) the maximum rate of interest allowable under applicable law. Client is responsible to notify HHMC of new billing information should the billing information on file with HHMC no longer be valid.
   
   
   4. Default: In the event Client fails, refuses or neglects to pay the Monthly Fee payments due per this Agreement and any Exhibit, HHMC may submit this Agreement and Exhibits for collection. All costs of collection (including reasonable attorney fees) shall be paid by Client.
   
   
   
   


4. Initial Term and Renewals
   
   
   
   1. Initial Term: The initial term of this Agreement will be one (1) year from the due date of the first Monthly Fee payment (“Initial Term”), unless sooner terminated pursuant to section 5.
   
   
   2. Renewal Term: At the expiration of the Initial Term, this Agreement shall be automatically renewed from year to year (“Renewal Term”). Either Party may terminate this Agreement with at least a thirty (30) days’ written notice of termination prior to the effective date of the Renewal Term.
   
   
   
   


5. Termination
   
   
   
   1. Default by Client: HHMC will have the right to terminate this Agreement upon any of the following events of default: (i) Client fails to make any payment required under this Agreement after ten (10) days’ notice from HHMC; (ii) Client fails to comply with one or more requirements of this Agreement after ten (10) days’ notice from HHMC; (iii) Client shall cease business operations for thirty (30) days, be dissolved, adjudicated bankrupt or judicially determined to be insolvent, shall admit to its inability to meet its financial obligations as they become due, or shall make a disposition for the benefit of its creditors; or (iv) Client is convicted of a felony or any other criminal misconduct that is relevant to its performance under this Agreement.
   
   
   2. Default by HHMC: Client shall have the right to terminate this Agreement only if HHMC has violated any of the material provisions of this Agreement and HHMC has failed to remedy such violation following thirty (30) days’ written notice from Client to HHMC.
   
   
   3. HHMC Termination: HHMC has the right to terminate this Agreement if any change in the law would preclude HHMC from exercising its rights or fulfilling its obligations under this Agreement.
   
   
   4. Termination Payment: If this Agreement is terminated prior to its natural expiration for any reason other than HHMC’s material, uncured breach in accordance with section 5b, then Client shall pay to HHMC, within 30 days after the date of termination a cancellation fee in the amount equal to all Monthly Fee payments that would have been payable during the remainder of the Initial or Renewal Term, as applicable, as liquidated damages and not as a penalty. Any remedies specified in this Agreement are cumulative and in addition to any remedies available at law or in equity.
   
   
   
   


6. Warranty Disclaimer, Limitations on Liability, and Indemnification
   
   
   
   1. Without limitation, no representation or guarantee has been or is made to Client that the Business Program or Business Service(s) will be successful or that Client will earn any specified amount. It is specifically understood and recognized that the success created by this Agreement, as in any other business, is speculative in nature and depends to a substantial degree upon Client’s abilities as well as upon economic conditions and many other factors. HHMC makes no representations, warranties, guarantees or conditions (expressed, implied, statutory or otherwise), including without limitation, the implied warranties of merchantability, fitness for particular purpose, and non-infringement of third party rights, and their equivalents under the laws of any jurisdiction regarding any suppliers of products, the Program Materials, the Business Program, or Business Service(s).
   
   
   2. In no event, including but not limited to the failure of essential purpose of any remedy under this Agreement, shall HHMC be liable to Client, to any patient of Client, or third party or obligated in any manner for any consequential, incidental, special, punitive, or exemplary damages of any kind (including, but not limited to, damages or costs incurred as a result of loss of time, loss of data, loss of profits or revenue, or loss of use of the Program Materials or Business Service(s)) regardless of the form of action, whether in contract, tort, negligence, strict product liability, or otherwise, even if the party has been informed of the possibility of any such damages in advance.
   
   
   3. HHMC’s maximum aggregate liability to Client or any third party for damages related to this Agreement, the Business Program, or Program Materials that are the subject matter of this Agreement, whether for breach of contract or warranty, strict liability, negligence or otherwise, shall not exceed the amount of Monthly Fees paid to HHMC hereunder.
   
   
   4. Client shall defend, indemnify and hold HHMC harmless from and against any liability or damage, including reasonable attorney’s fees that Client may incur as a result of third party claims, demand, costs or judgements of any kind or nature, by anyone whomsoever, arising out of, or otherwise connected with this Agreement, products purchased from third parties, the Program Materials, the operation of the Business Program, except claims for which HHMC’s gross negligence or willful misconduct is the sole cause. Client shall have sole control over such defense, investigation, and/or settlement negotiations, but shall not settle any claim without first obtaining HHMC’s prior consent where the settlement of such claim (i) results in any admission of guilt on the part of HHMC; (ii) imposes any obligation or liability on HHMC; or (iii) has a judicially binding effect on HHMC, in each case, other than monetary liability for which HHMC is indemnified by Client under this section.
   
   
   
   


7. Miscellaneous
   
   
   
   1. Entire Agreement; Amendment; Waiver; Severability: This Agreement (including Exhibits) constitutes the entire agreement between the Parties pertaining to its subject matter and it supersedes all prior agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties. If any covenant or provision of this Agreement is rendered invalid, illegal, or incapable of being enforced by reason of any statute, rule of law, or public policy, then the remainder of this Agreement will continue in full force unless such continuance will deprive one of the parties of a material benefit hereunder.
   
   
   2. No Agency: No agency, partnership, joint venture, or employment relationship is or shall be created by virtue of this Agreement. Client shall not hold itself out contrary to the terms of this Agreement, and HHMC shall not become liable by reason of any representation, act, or omission of Client contrary to the provisions of this Agreement. No person has any authority to make any representation or promise on behalf of either Party not contained herein.
   
   
   3. Joint and Several Liability: If Client consists of more than one person or entity, or a combination thereof, the obligations and liabilities of each such person or entity to HHMC are joint and several.
   
   
   4. Notices: Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent with delivery confirmation, postage prepaid and addressed to the Parties at the address listed in beginning of this Agreement via UPS, FedEx, or USPS certified or priority mail. The addresses to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other party as provided above.
   
   
   5. Dispute; Mediation; Arbitration: In the event of a dispute under this Agreement (including Exhibits), and such dispute cannot be resolved by the Parties, the Parties hereto shall first attempt to settle such dispute by mediation before a single mediator selected by HHMC and administered by and in accordance to the American Arbitration Association under its Mediation Rules. Such mediation shall be conducted in or around Boise, Idaho. If settlement is not reached within sixty days after service of a written demand for mediation, any unresolved dispute shall be settled by arbitration before a single arbitrator selected by HHMC in accordance with the rules of the American Arbitration Association. Such arbitration shall be conducted in or around Boise, Idaho. The decision of the arbitrator shall be final and may be entered as a judgment by a court of competent jurisdiction. The Parties to such arbitration shall be entitled to request interim relief, such as injunctive relief, and the arbitrator may, at his discretion, award the prevailing party all costs and expenses, including attorney’s fees.
   
   
   6. Governing Law; Venue; Jurisdiction: This Agreement (including Exhibits) shall be interpreted, construed, and governed in accordance with the laws of the State of Idaho. The Parties each hereby irrevocably consent to proper venue and agree to the jurisdiction to any state or federal district court located in Ada County, Idaho. Furthermore, all contracts executed between the Client and HHMC shall be construed as having been formed in the State of Idaho.
   
   
   7. Drafting Ambiguities: All parties to this Agreement have reviewed and had the opportunity to revise, or have legal counsel review or revise this Agreement. The rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any Exhibits or Addendums to this Agreement.
   
   
   8. Survival: The terms of sections 5d, 6, and 7, shall survive the expiration or termination of this Agreement (including Exhibits) for any reason.
   
   
   9. Phone Call Recordings: Client agrees and consents to any and all phone calls with HHMC may be monitored and recorded for record-keeping, training and quality assurance purposes.
   
   
   10. Counterparts: This Agreement (including Exhibits) may be executed in counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same Agreement.
   
   
   11. Exhibits: The Parties agree any and all Exhibits signed are hereby agreed to and incorporated into this Agreement.
   
   
   
   

Services Include:

• Turn-key system with training & ongoing support
• Client Portal access (protocols, forms, videos, etc.)
• Ready-made website landing page for nutrition supplements and genetic kit orders
• Email support for your patients with our certified Nutritionist*
• Customized recipes, meal plans and fitness programs based on genetics

Monthly Fee Structure:

1. Tier 1: 0 -25 Active Patients* $500.00/month
2. Tier 2: 26 – 50 Active Patients* $1000.00/month
3. Tier 3: 51+ Active Patients* $1500.00/month

*Client acknowledges and agrees that an Active Patient is any patient of Client that utilizes HHMC’s nutritionist.

Should tier status change, HHMC shall notify Client before modifying and charging the corresponding Monthly Fee.

This Exhibit 1 is signed, agreed to and incorporated into the Healthy Habits Business Agreement.

Equipment and Services Include:

• LED Lipo Light Body Slimming Machine (“Machine”)


• Machine Operation & User Manual


• Client Portal access (forms, videos, etc.)


• Patient packages and memberships with pricing guidelines and discounts


• Weight loss protocol for patients and training

After 12 Monthly Fee payments Client owns the Machine.

1. Warranty and Claim: HHMC warrants that each Machine sold to Client pursuant to this Exhibit will be free from any material defects in design, materials and workmanship (“Limited Warranty”) for the period of twelve (12) months (“Warranty Period”) from the date of delivery/final acceptance of the Machine by Client. If, during the Warranty Period, Client notifies HHMC in writing and with accompanying video(s) and/or picture(s) that the Limited Warranty is breached with respect to a Machine, and demonstrates material defect(s) in design, materials and workmanship, and none of the exceptions specified below herein exist, then HHMC shall, at its expense, repair or replace defective equipment or components only and use commercially reasonable efforts to correct any other material defect(s) in designs, materials and workmanship identified in writing by Client. All warranty claims must be in writing along with video and/or pictures must accompany the claim via email or mail. Once HHMC receives claim and video/pictures, HHMC will investigate the claim. HHMC may request machine or components to be shipped at Client expense to further investigate. During such time, Client may be without Machine for an extended period of time and HHMC is not liable for any damages, losses, or issues arising from the machine not being available. This Limited Warranty shall not apply: (i) if the Machine has been modified, changed or altered by anyone other than HHMC; (ii) if the Machine is improperly installed and HHMC did not provide the installation services, (iii) if the Machine is improperly operated and/or used in any way other than as contemplated by its specifications; (iv) or negligence by the Client by mishandling, overuse, or dropping of any components or Machine: or (v) if the damage or defect is caused by fire, flood, wind, lightning or similar occurrences. If any of Client’s warranty claims fall within any of the above exceptions, then the Limited Warranty shall become immediately null and void and shall be of no further force or effect with respect to such Machine and Client shall pay HHMC’s costs of investigating and identifying the problem, and HHMC’s expenses to repair or correct the problem, based on HHMC’s then-current charges.


2. Refund Policy: HHMC does not provide refunds. All sales are final.

This Exhibit 2 is signed, agreed to and incorporated into the Healthy Habits Business Agreement.

Services Include:

• Basic SEO (search engine optimization) maintenance


• Social Media management – 4 Facebook and 4 Instagram posts a month


• 2 monthly CTA/Informative 750+ word blog posts


• Monthly SEO report


• 5 Local Listings and Maps management (Google, Bing, Yellow Pages, etc.)


• 3 Ebooks a year


• Reputation Management

Terms and Conditions:

1. Client is solely responsible for determining the content of its website and whether any and all content or marketing concepts are in compliance with any and all applicable federal, state, and local laws, ordinances, and regulations and obtain all other licenses and permissions necessary for the operation of its Website and use of the SEO Services.


2. Client acknowledges that: (a) search engine optimization and submissions to search engines can take an indefinite amount of time for acceptance or inclusion and each edit or change made may further increase the time; (b) advertising may be subject to the individual advertising network’s policies and procedures; (c) any of the search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time; (d) advertising networks or search engines may drop listings from its database for no apparent or predictable reason. HHMC shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.


3. HHMC accepts no responsibility for policies of PPC Advertising Networks, third-party search engines, directories or other websites (“Third-Party Resources”) that HHMC may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold HHMC responsible for any liability or actions taken by Third-Party Resources.


4. HHMC does not guarantee #1 position, consistent positioning, “top 10 positions” or specific placement for any particular keyword, phrase or search term. Client acknowledges that past performance is not indicative of any future results. WITHOUT LIMITATION, NO REPRESENTATION OR GUARANTEE HAS BEEN OR IS MADE TO CLIENT THAT THE SERVICES WILL BE SUCCESSFUL OR THAT CLIENT WILL SEE ANY SPECIFIC RESULTS OR INCREASED WEBSITE TRAFFIC. IT IS SPECIFICALLY UNDERSTOOD AND RECOGNIZED THAT THE SUCCESS CREATED BY THIS EXHIBIT, AS IN ANY OTHER BUSINESS, IS SPECULATIVE IN NATURE AND DEPENDS TO A SUBSTANTIAL DEGREE UPON CLIENT’S ABILITIES AS WELL AS UPON ECONOMIC CONDITIONS AND MANY OTHER FACTORS. HHMC AND ITS THIRD PARTY CONTRACTORS MAKE NO REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS (EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION REGARDING THE SERVICES.


5. Client agrees and authorizes HHMC to retain any username and password information to website and/or social media accounts created or managed by HHMC. This includes, but is not limited to: social media accounts (Facebook, Twitter, Instagram, YouTube, etc.), online business accounts (Google, Bing, Yellow Pages, etc.) and website accounts (WordPress, GoDaddy, cPanel, etc.). This is to ensure SEO and Web Services under this Exhibit are paid current. In the event Client payment is not received for any reason, HHMC retains the right to hold account access until Client account is brought current.


6. Upon termination of this Exhibit after the Initial or Renewal Term, as applicable, HHMC shall release and return to Client all account information described in section 5.

This Exhibit 3 is signed, agreed to and incorporated into the Healthy Habits Business Agreement.