Provider Agreement

This Agreement (“Agreement”) is between You ("You" or "Your" or “I”) and SLM Coaching LLC, DBA Sarah Morales Coaching (“Company”, “We”, “Us”). The effective date of this Agreement is the date that You accepted these terms. You agree to the following terms:

Age of Access

All of our Programs are intended solely for users who are eighteen (18) years of age or older. The access or use of any Program by a person under age 18 is unauthorized, unlicensed and in violation of this Agreement. You agree that each person who accesses or uses any Program must represent and warrant in writing that they are at least 18 years old and legally able to enter into a contract.

Intellectual Property Rights

In accordance with the terms herein, Company grants to You, and You accept from Company, a revocable, non-exclusive, and non-transferable license (the "License") to use the current version of the Program you are purchasing and/or accessing for personal use only.

The Program, including all Intellectual Property to any portion of it, is owned solely and exclusively by Company. You agree to secure and protect the Course in a manner consistent with the maintenance of Company’s rights.

You may not do any of the following or aid anyone in such endeavor: (a) Sublicense, sell, lease, share, or rent the Program, including sharing your confidential login information; (b) Decompile, disassemble, reverse engineer or attempt to derive the source code from or structure of the Program; (c) Create a derivative work that is based on any portion of the Program; (d) Rewrite any portion of the Program or use any portion of the Program in connection with creating any work that is similar in function, content or appearance to any portion of the Program; (e) Remove any proprietary notice from the Program; (f) Copy, reproduce, distribute, or in any way duplicate all or any part of the Program; (g) Export or re-export the Program or any portion; (h) Engage in, facilitate, or further any unlawful conduct; (i) Damage, disable, overburden, or impair any Company Website (or the networks connected to any Company Website) or interfere with anyone else's ability to access or use the Program; and/or (j) Disrupt, or try to gain unauthorized access to: any computer, hardware, or network related to the Program or the Company Website. This paragraph applies to educational use, materials, or presentations as well, which are strictly prohibited without express written permission from the Company.

The license issued under this Agreement may not be transferred or assigned without the prior written consent of Company.

Termination

Due to the digital nature of the Program, the Program is final sale and cannot be refunded.

Company may terminate this Agreement and revoke access to the Program immediately in the event You commit any breach of this Agreement. All of the terms of this Agreement will remain in effect in perpetuity even in the event of termination by You or Company.

Certification

After satisfactory completion of the Program, You may publicly state that you are certified by Company. This certification is revocable by Company at any time upon breach of this Agreement.

Written Disclosures to Patients

You agree that anyone who accesses or uses any of the Program strategies must be informed in writing of all risks associated with implementing the Program strategies, that they should consult a medical professional before attempting any Program strategy, and that the Program is for informational and educational purposes only, is not medical or mental health advice, and is not guaranteeing any result.

Warranties

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE OF NON- INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE WITH RESPECT TO THE PROGRAM, OR ANY CONTENT OR ANY INFORMATION, GOODS, OR SERVICES THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE PROGRAM.

WE DO NOT PROVIDE OR AUTHORIZE THE PROVISION OF MEDICAL, MENTAL HEALTH, OR PROFESSIONAL ADVICE THROUGH THE PROGRAM OR ANY CONTENT, AND SO WE DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF MEDICAL OR OTHER PROFESSIONAL INFORMATION THAT IS CONTAINED WITHIN THE PROGRAM OR ANY CONTENT. RATHER THAN RELYING ON THIS INFORMATION, YOU SHOULD SEEK ADVICE FROM A QUALIFIED PROFESSIONAL. THIS PROGRAM IS NOT INTENDED AS A REPLACEMENT FOR THERAPY.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR PROGRAM, PRODUCT OR SERVICES MATERIALS OR ON THIRD-PARTY WEBSITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

NO PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

Indemnification.

You agree at all times to defend, indemnify and hold harmless our Company, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or in connection to your purchase and/or use of our Programs or Program strategies with your business and your clients.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL THE COMPANY OR ANY OF COMPANY’S AGENTS, CONTRACTORS, OFFICERS, DIRECTORS, SHAREHOLDERS, OR EMPLOYEES HAVE ANY LIABILITY TO YOU FOR ANY ACCIDENTS, DELAYS, INJURIES, HARM, DAMAGE, DEATH, LOST PROFITS, LOSS OF INCOME OR REVENUE, LOSS OF USE, PERSONAL OR BUSINESS INTERRUPTION, MISAPPLICATION OF INFORMATION, PHYSICAL OR MENTAL DISEASE, CONDITION, OR ISSUE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DEFAMATION OR INVASION OF PRIVACY, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Venue; Governing Law.

For any legal action regarding this Agreement, the exclusive venue shall lie in Texas. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Texas, without giving effect to principles of conflicts of law.

Entire Agreement.

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

Amendments and Waivers.

No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. If any terms of this Agreement are construed to be invalid or unenforceable for any reason, it shall not affect the validity or enforceability of any other term which shall be given full force and effect.

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