I. PROGRAM PACKAGE

A. Program Contents. The Temple Body Arts Inner Sanctum Program (hereinafter, the “Program”) runs 3 months from {{right_now.middle_endian_date}} and includes access to all of the following:

1. Two private, 60-minute, one-on-one Mentorship Sessions with Sofiah Each Month for 3 Months (6 total)
• Each session will be held on Zoom and recorded, and Client will receive lifetime access to the recordings and session notes.
2. Up to 1 (one) hour of Voxer support each week that Client may use to receive additional guidance or support between sessions;
• Sofiah will respond in Voxer messages Monday through Friday, between 10am PT and 5pm PT.
• Sofiah will listen and respond to all Voxer messages which are less than 5 minutes long.
• Allow a 48-72 business hour window (i.e. not including weekends) for Sofiah to respond to Client’s messages.
• If Client have a question or topic that requires more space and time than the 1 hour per week provided in this agreement, Sofiah will add the topic to the agenda for Client's next one-on-one session.
3. One 2-hour online intensive with Sofiah to support Client on beginning their embodiment journey
• The session will be held on Zoom and recorded, and Client will receive lifetime access to the recording and session notes.

As used in this Agreement, the term “Operator” refers to, and includes, Sofiah Thom, LLC, along with 1 that entity’s owners, employees, contractors, agents, successors, and assigns. The Creative Workbook and Home Play Practices may not be assigned during certain holiday weeks.

II. SCOPE OF SERVICES

A. No Therapeutic Services. Client acknowledges and understands that none of the services described in Part I (or that are ancillary or additional to the services described in Part I) are, or should be construed as, psychological or therapeutic services or advice. Should Client desire psychological or therapeutic services, Client will contact a licensed psychologist or therapist.

B. No Medical Services. Client acknowledges and understands that none of the services described in Part I (or that are ancillary or additional to the services described in Part I) are, or should be construed as, medical services or advice. Should Client desire medical services, Client will contact a licensed physician.

C. No Travel Agent Services. Client acknowledges and understands that the live training in Costa Rica should not be construed as the services of a “travel agent”, a “seller of travel”, or any similar term under any applicable law. Client is responsible for obtaining Client’s own transportation to and from the live training.

III. TERM, PAYMENT, and TERMINATION

A. Effective Date. The effective term of this Agreement is 3 Months beginning on {{date}}, unless terminated earlier by either party.

B. Payment. In consideration for the services described in Part I of the Agreement, Client agrees to pay Operator one lump sum payment of $6,000 USD or 3 monthly payments of $2,222 USD.

Refund Policy. The Program has finite space and Operator reserves one of the limited slots for Client upon Client’s registration. Operator also devotes considerable time, money, and effort to preparing to serve Client for the duration of the Program.
Therefore, all payments, once received, are nonrefundable except in the circumstances provided below:

1. Client may withdraw from the Program and request a refund no later than:
• Client may withdraw from the Program and request a refund no later than:
2. If Client requests a refund within the period described immediately above, then Client will receive a full refund of the Initial Deposit.
3. If Client does not request a refund within that period, then any payments Client has made become non-refundable.

D. Non Transferability. All payments, once received, are nontransferable unless Client requests a transfer to another Client’s account in writing. Operator will consider reasonable requests and retains sole discretion to accept or reject the request.

E. Termination by Operator. Operator may terminate this Agreement if:

1. C1. Client fails to make any required payment without prior authorization from Operator, in which case Client will not be entitled to a refund of any payments made. If Client has demonstrated a financial hardship, then Operator may, in Operator’s sole discretion, work with Client to modify the payment arrangement.
2. Operator determines that Client is, or will be, a sufficiently disruptive influence to hinder the Program experience of other participants.
3. The conduct of Client or Client’s business is disparaging or disruptive to Temple Body Arts or the Program.
4. Client breaches any provision of this Agreement, including but not limited to any provision related to confidentiality or intellectual property.

F. Termination by Client. Client may terminate this agreement at any time for any reason. Should Client terminate this agreement, then Client is still obligated to make all payments to which Client agreed, and Client is not entitled to a refund of payments except as provided in Paragraph III.C, above.

IV. LIABILITY AND ASSUMPTION OF RISK

A. Potential Risks. Participation in the Program involves physical and mental exertion and travel to a foreign country. Accordingly, Client acknowledges and understands that participation may involve any or all of the following:

1. Exertion that may test Client’s physical and mental limits.
2. Exposure to new cultures, foods, and environments.
3. Risks that include, but are not limited to, property loss, physical or psychological injury, illness or disease, and economic or emotional loss.
4. Risks that may be caused or exacerbated by temperature, weather and climate, lack of hydration, substandard or untimely medical care, lack of adequate public infrastructure, unconventional or unfamiliar local customs, the condition and health of other participants, and the actions of others.

B. Voluntary Participation and Assumption of Risk. Client understands and acknowledges that participation in the Program involves the risks listed in Paragraph IV.A above, along with other risks not known or foreseeable to Operator or Client. Given this understanding, Client hereby affirms all of the following:

1. Client’s participation in the Program as a whole, and any individual activities that are part of the Program, is entirely voluntarily.
2. Client is under no duress whatsoever.
3. Client takes full responsibility for Client’s choices, statements, and actions during the course of the Program as well as any consequences resulting therefrom.
4. Client voluntarily assumes all associated risks, whether or not listed herein, whether or not known or foreseeable to Operator or Client, and whether or not caused or exacerbated by Client’s own negligence, Operator’s negligence, the negligence of third parties, or travel conditions.

C. Responsibility to Consult With Physician. Client is solely responsible for consulting with a licensed physician regarding (a) any medical or health condition which might be affected by any portion of the Program, and (b) the potential health effects of any portion of the Program or any suggestions or recommendations by Operator. Client agrees to notify Operator promptly upon learning of any medical or health condition that may be adversely affected or exacerbated by any portion of the Program. Client will not hold Operator liable for Client’s failure to consult with a physician or any consequences resulting therefrom.

D. Waiver, Release and Indemnity.

1. Client waives all rights, claims, and causes of action of any kind whatsoever arising directly or indirectly from Client’s participation in the Program.
2. Client releases and discharges Operator from any liability for any physical or psychological injury or illness of any kind, and for any economic or emotional loss of any kind, that may arise as a direct or indirect result of Client’s participation in the Program.
3. Client indemnifies Operator from liability to any third parties for any injury, illness, damages, or losses that such third parties may incur as a direct or indirect result of Client’s participation in the Program. Such indemnification includes defending against any such claims from third parties and payment of all associated costs and judgements.
4. Client indemnifies Operator against any and all claims for liability, damages, compensation, or otherwise that are brought by Client or anyone on Client’s behalf, including attorney's fees and any related costs

E. Media Consent & Release. Client understands that Operator may take photos, video recordings, and/or audio recordings during the course of the Program (collectively, the “Media”). Client understands that some or all of the Media may capture Client‘s voice and/or likeness. Client hereby consents for Operator to use any Media containing Client’s likeness for purposes of advertising, marketing, promotion, education, and quality control. Client waives any potential rights to review the Media prior to Operator using it for the stated purposes.

V. INTELLECTUAL PROPERTY

A. Definition. For purposes of this Part V of this Agreement, the term “Program Material” includes, but is not necessarily limited to: all procedures, methods, processes, strategies, policies, standards, teaching manuals, teaching aids, supplements, and other information and content provided or taught to Client during the course of the Program in any format whatsoever, including video, audio, written, verbal, demonstrative, and other forms of instruction.

B. Nature of Material. All Program Material is for educational purposes only, and should not be construed as therapeutic, psychological, medical, legal, or any other form of professional or individualized advice.

C. Exclusive Ownership. All Program Material is the intellectual property of, and owned solely by, the Operator and Sofiah Thom. Client will not sell, record, copy by any means, share, teach, give, or otherwise transfer or divulge any Program Material without Operator’s expressed written permission or as expressly authorized herein. Client will not claim to be the owner of any Program Material or, through Client’s use or inaction, cause third parties to form the belief that Client is the owner of any Program Material. Except as expressly provided herein, Client does not have, and will not claim to have, any rights, title, or interest to Operator’s trademarks, copyrights, copyrighted materials, or any derivative use thereof, or to the name, likeness or image of Sofiah Thom, or to any trade secrets.

D. Confidentiality of Program Material. Client acknowledges and understand that all Program Material constitutes Operator’s proprietary system and is strictly confidential except as expressly provided herein. Client will not share Client’s access to any Program Material with any third parties without Operator’s expressed written consent.

E. Limited License. Operator grants to Client a non-exclusive, limited license and privilege to use Program Material during and after the term of the Program. This limited license is revocable and expressly conditioned upon all of the following: 1. Client will use best efforts and practices, and maintain high standards, while using Program Material. Client takes full responsibility for use of Program Material and any consequences resulting therefrom.

1. Client will use best efforts and practices, and maintain high standards, while using Program Material. Client takes full responsibility for use of Program Material and any consequences resulting therefrom.
2. Client will protect the name and goodwill of the Program and Operator and will maintain the value and reputation thereof.
3. Client will not attack or disparage the Program or Operator, or bring any harm thereto, in any form or forum.
4. Client will not violate Operator’s intellectual property rights or attack the validity of the limited licenses granted hereunder.
5. Client will at all times abide by Operator’s suggestions and specifications regarding quality control over the use of Program Material.
6. Client will not sublicense any portion of Program Material to any other person or entity; nor will Client extend permission to use Program Material to any other individual or entity for any reason.
7. Use of Program Material during the duration of the Program is limited to such use as is necessary to comply with Program requirements and complete the Program. 8. Use of Program Material after the duration of the Program is dependent up Client’s satisfactory completion of the Program and receipt of a certification from Operator.

F. Client’s Offerings. If and when Client begins to create, offer, sell, or share methods or processes that are inspired by the Program and/or Program Material (“Client’s Offerings”), Client will honor and acknowledge Operator and Sofiah Thom as the source of the material. Operator shall have the right to view Client’s Offerings at no cost to Operator and to approve or disapprove any use of Operator’s intellectual property therein. Client expressly waives any potential right to challenge Operator’s approval or disapproval.

G. Errors or Omissions. Operator assumes no responsibility for errors or omissions that may appear in any Program Material.

H. Violations. Client understands and agrees that any violation of this Part V will result in the immediate termination of Client’s enrollment in the Program without a refund and Client will remain obligated to make all payments set forth in Paragraph III.B. of this Agreement. Additionally, Operator may pursue any other available remedies at law or equity, including, but not necessarily limited to, injunctions and claims for damages.

VI. MISCELLANEOUS

A. No Guaranteed Results. Client will receive Operator’s best efforts to help Client achieve the desired outcomes and results from the Program. However, Client understands and acknowledges that results are dependent upon many factors, not least of which is Client’s willingness to participate fully in the experience and be open to Operator’s guidance and direction. Program results also are dependent upon factors that are outside of both parties’ control, such as weather and other local conditions, the policies and practices of third parties, and travel conditions. Therefore, Client understands, acknowledges, and agrees to the following:

1. Operator cannot guarantee any specific outcome or result;
2. The results experienced by Operator’s past clients, while faithfully represented, are not necessarily indicative of future results;
3. Client will not hold Operator liable in any way for the failure to achieve any desired outcome or result; and
4. Client will not hold Operator liable in any way for the failure of any third party (such as, but not limited to, hotels and airlines) to provide promised services.

B. Personal Responsibility. Client understands that the Program experience is shared with a group, and Client agrees to take full responsibility for Client’s own actions and decisions. Client agrees to be respectful of other participants and not hinder or disrupt any other person’s experience. Client further agrees to take sole responsibility for any harm of any kind that Client may cause to other participants.

C. Privacy and Confidentiality Between Operator and Client. The Program experience functions best when Operator and Client can communicate with one another openly and honestly, and when privacy and confidentiality are respected. However, the parties understand that their relationship is not legally privileged, and that there are practical and legal limits to confidentiality. Accordingly, the parties agree to the following:

1. Operator will make reasonable efforts to safeguard Client’s privacy. Operator will not release Client’s personal information or communications to any third party without Client’s consent, except as specified herein or as required by law.
2. Operator may divulge Client’s personal information or communications if Operator is properly subpoenaed or ordered to do so by a law enforcement agency or court of competent jurisdiction.
3. Operator may divulge Client’s personal information or communications to the appropriate authorities if (a) Operator has a reasonable suspicion of child or elder abuse, or (b) Operator has a reasonable suspicion that Client may imminently cause harm to self or others.
4. Client acknowledges and understands that there are inherent confidentiality risks in the use of modern technology such as, but not limited to, email, cell phone, text, Skype, Zoom, Facebook, Facetime, and similar technologies. Client accepts those risks and will not hold Operator liable for data breaches suffered by third parties.

D. Privacy and Confidentiality Among Program Participants. Openness and sharing among the participants can enhance the Program experience for everyone, and the experience is best when all participants respect one another’s privacy. Accordingly, the parties understand and agree to the following

1. Client will respect the privacy and confidentiality of other Program participants. Client will not release other participants’ personal information or communications revealed during the course of the Program to any third party without that participant’s consent, except as required by law.
2. Operator cannot control the actions of other participants. Therefore, Client will not hold Operator liable for any actual or perceived damages caused by other participants who fail to respect Client’s privacy and/or who divulge Client’s personal information or communications without Client’s consent. Client is solely responsible for what Client chooses to share with other participants during the course of the Program.

E. Licenses and Standards. Client expressly warrants and represents that Client is in compliance, and will continue to be in compliance, with all applicable government licensing laws and regulations and all applicable industry or certification standards. Client will indemnify Operator against any action brought against Operator based in whole or in part upon the allegation that Client is not in compliance with any applicable government licensing law or regulation, or not in compliance with any applicable industry or certification standard.

F. Dispute Resolution. Should any dispute arise from this Agreement, Client’s enrollment or participation in the Program, and/or Client’s use of Program Material, all of the following will apply:

1. The parties will first attempt to resolve the dispute through amicable conversation and negotiation between them. During such negotiation, each party is entitled to submit arguments and evidence and to review the arguments and evidence of the other party. The results of such conversation and negotiation will be deemed strictly confidential.
2. Should amicable conversation and negotiation be insufficient to resolve the dispute, the parties then will engage in mediation or arbitration through a qualified third-party mediator or arbitrator. The results of such mediation or arbitration will be binding upon the parties, and will be deemed strictly confidential.
3. The parties agree that litigation in a court of law or equity is a last resort only.
4. Should Client reside in any jurisdiction the laws of which provide that its residents may not be subjected to mandatory dispute resolution provisions, then Client has the right to opt out of this Paragraph VI.F. Client may exercise that right by, within 30 days of signing this Agreement, sending a written request to Operator stating Client’s desire to opt out of this Paragraph VI.F.

G. Liquidated Damages. Should Client prevail against Operator in any dispute arising from this Agreement, Client’s enrollment or participation in the Program, and/or Client’s use of Program Material, then Client’s damages will be limited to a refund of any amounts paid to Operator for enrollment in the Program. Such amounts paid for enrollment will be deemed liquidated damages for losses of any kind, whether personal or business, whether economic or non-economic, and whether physical or psychological.

H. Force Majeure. Neither party will hold the other responsible for a delay or failure to perform under this Agreement when the delay or failure is caused by natural disaster, diplomatic or military incident, intervention of civil or military authority, or similar circumstance that a reasonable person would agree is beyond the control of the delayed or non-performing party (and not due to that party’s negligence). The affected party will notify the other party as soon as is practical of the expected delay or failure to perform.

I. Severability. Should any term or portion of this Agreement be adjudicated invalid, it is the intent of the parties that all remaining terms of this Agreement shall, to the extent possible, remain in effect.

J. Choice of Law. This Agreement shall be interpreted under the laws of the State of California without regard to conflict of law provisions.

K. Complete Agreement. This Agreement shall constitute the entire agreement between the parties. No amendment to this Agreement shall have effect unless in writing and signed by both parties.

VII. AGREEMENT

Client and Operator hereby agree to the foregoing:

CLIENT:

{{name}}

{{email}}