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This agreement is made effective on

by and between

hereinafter, “Client” (also referred to as “I”, “my”, or “myself”), and Maui Athletics, LLC (“Contractor”), whose address is 350 Uluna St. Kahului, HI 96732.

WHEREAS: Client wishes to retain the services of Contractor to provide consulting services and Contractor wishes to provide the services hereunder to Client.

NOW THEREFORE in consideration of the terms and conditions in this Agreement, Contractor and Client agree as follows:

1. Term: The term of this Agreement commences on the effective date above, and continues for a period of twenty-four (24) consecutive weeks from the effective date above (the “Initial Term”), unless terminated in accordance with the provisions of Section 9. After the end of the Initial Term, this Agreement shall automatically renew for successive four (4) consecutive week periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless terminated at the end of the Initial Term or any Renewal Term in accordance with the provisions in Section 9.
2. Remuneration: For the Term, Client agrees to a minimum commitment of twenty-four (24) weeks (e.g., the Initial Term), separated into four (4) week cycles (each, a “Cycle”) for payment purposes, at the rate of US $299.00 per Cycle (each, a “Cycle Payment”). Please be advised that once a Cycle Payment has been paid, you are committed to another Cycle, with no available refund.
3. Payments: The initial Term Payment (e.g., the first twenty-four (24) consecutive weeks or six (6) cycles) shall be charged as a single sum of $1,794.00 to Client on the effective date above, and each subsequent Renewal Term Cycle Payment will be automatically charged to Client at four (4) week intervals at the beginning of each Cycle during the Term. It will be Client’s responsibility to cancel any recurring payments at Client’s discretion after the end of the agreed upon commitment period by informing Contractor in writing of intent to cancel, and Contractor will not be held liable for any recurring payments that are processed after the end of the agreed upon commitment period due to Client’s failure to cancel such recurring payments. Contractor does not offer refunds; once a payment transaction is processed it is considered final and all fees are deemed earned upon receipt. Client shall not cancel, amend, or modify any recurring payments without Contractor’s prior written consent, which consent may be withheld in Contractor’s sole discretion.
4. Indemnity Clause: Contractor does not guarantee specific results and will not be held liable or accountable for the achievement of any written or implied goals.
5. Reimbursement for Expenses: Except where otherwise agreed to in writing, each Cycle’s Cycle Payment will cover all of Contractor’s business expenses during said Cycle related to carrying out Contractor’s duties under the Agreement.
6. Services: Contractor will provide nutritional and exercise consulting to Client as requested by Client (the “Services”).
7. Waiver: a. I verify that my physician has examined me and certified that I am in good physical condition and I have no disease or injury that would impair my performance or physical condition in training for or participating in the Regimen. b. I recognize that if I have any existing injuries that may affect my performance, I cannot participate in aforementioned Regimen without express authorization from my physician. c. I further certify that no coach, manager, doctor, nurse, athlete, trainer, or other person has advised me not to participate in a physical fitness or nutrition program for any reason. In consideration for providing the nutrition and strength training regimen (“Regimen”) designed exclusively by Contractor for myself, or my heirs, children, parents, guardians, executors, personal representatives, assigns and administrators, I waive and covenant not to sue Contractor, their agents, authorized representatives, successors in interest, organizations, or any other persons or organizations involved in the development or implementation of the Regimen. I further agree to hold Contractor harmless and to indemnify Contractor from liability arising from any and all claims, demands, costs, damages, actions, causes of action, or suits of any nature or kind that are in any way related to my training for or participating in the Regimen, including, but not limited to claims of negligence that may result in bodily injury, illness, death, and/or property damage. Further, in the event I am injured, I waive and covenant not to sue Contractor, and to hold Contractor harmless. Furthermore, I covenant to indemnify Contractor from any and all claims, demands, costs, damages, actions, causes of action, or suits of any nature or kind that are in any way related to injury I sustain or suffer in connection with relating to or arising out of my participation or following the Regimen, including, but not limited to claims of negligence that may result in bodily injury, illness, death and/or property damages. I have been fully informed of all foreseeable risks and I have the capacity and I am willing to accept responsibility for and agree to pay any and all financial obligations incurred as a result of any medical assistance or treatment provided in connection with the treatment of any injuries or illness that I may sustain, or suffer in connection with, relating to, or arising out of my participation in or following the Regimen. I understand that by entering into this Agreement I am giving up substantial rights, including but not limited to the right to sue. I also understand that entering into this liability waiver, release and indemnification agreement is a condition precedent to and is consideration for the privilege of participating in the Regimen. I understand that I have the right to consult with an attorney regarding the terms of this liability waiver, release and indemnification agreement. Having had the opportunity to consult an attorney prior to executing the liability waiver, release and indemnification agreement, I acknowledge that the terms hereof should not be construed against either party. I attest that I have the capacity and I am competent to sign this Agreement. I further attest that I am signing this agreement freely and voluntarily, and intend by my signature to make a complete and unconditional release of all liability to the greatest extent allowed by the laws of the state of Hawaii, United States of America (“Hawaii”). This liability agreement, release, and indemnification agreement is governed by the substantive, procedural, and common laws of Hawaii. The undersigned agrees to the exclusive jurisdiction of, and venue in, the courts in Hawaii in regard to any dispute arising out of, relating or in any way connected to this agreement. If any portion of this agreement is held invalid by a court of competent jurisdiction, I agree that the balance of it shall nevertheless continue in full force and effect. I attest that I have read this liability waiver, release, and indemnification agreement, and I fully understand its terms.
8. Nature of Relationship: Contractor shall perform the Services as an independent contractor, and nothing contained in this agreement shall be construed to create or imply a joint venture, partnership, principal agent, or employment relationship between the parties or between Contractor and Client. a. Contractor hereby agrees to pay, at Contractor’s expense, all income taxes, levies, charges, and contributions which may be required to be paid by or to any competent government authorities on behalf of Contractor. b. Client agrees to pay, at Client’s expense, all taxes for sales or services (including the Services) such as may be required by a competent court or governmental organization.
9. Termination: Either Client or Contractor may terminate this Agreement without Cause at the end of the Initial Term or any Renewal Term by providing signed, written notice to that effect no less than five (5) days prior to the end of the Initial Term or any Renewal Term, as the case may be.
10. Confidentiality: Contractor shall not use or disclose confidential information which it learns about Client or any client, affiliate, or other such entity, or as a result of its engagement under this Agreement, except as such use or disclosure may be required for Contractor to perform its duties under this Agreement a. Contractor agrees to be bound by any nondisclosure agreement signed by Client as long as Contractor is acting as an agent of Client. b. In turn, Client shall not use or disclose confidential information which it learns about Contractor or any client, affiliate, or other such entity, or as a result of its engagement under this Agreement unless otherwise agreed to in writing.
11. Use of Likeness: Client acknowledges that Contractor may use recordings, including, but not limited to, current technology or technology to be developed, of Client’s progress to provide the highest quality program and results under the Regimen. Therefore, Client releases all interests in these recordings and coincidental or casual use of Client’s likeness in training or marketing materials. Client conveys all interests in these materials to Contractor in perpetuity.
12. Notice: Any notices or communications given under this Agreement shall be in a signed writing and may be delivered personally or by registered mail in a sealed envelope, registered postage prepaid, addressed to the parties at the addresses set forth above or to such other addresses as the parties hereto may designate in writing.
13. Severability: Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is deemed by a competent court or governmental organization to be unlawful, unenforceable, or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of the remainder of this Agreement.
14. Headings: The headings or numbering of sections in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this agreement.
15. Intellectual Property: Client will not share or disseminate, in any way, intellectual property of Contractor, including but not limited to the Regimen, without expressed written consent from Contractor.
16. Governing Law: Contractor and Client acknowledge and agree that the essence of this agreement is that of mutual trust, confidence, and reliance upon each other to do what is fair and honourable. a. The foregoing notwithstanding, in the event of any dispute, this Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Hawaii, excluding any such laws that might direct the application of the laws of another jurisdiction and irrespective of the fact that a party hereto may not be a resident of or maintain a place of business in that State. b. The federal or state courts located in the State of Hawaii shall have jurisdiction to hear any dispute under this Agreement. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii, and in addition to applicable federal laws of the United States of America. In addition to all other rights and remedies available at law, in the event of litigation relating to the subject matter of this Agreement and regardless of the outcome, each party in litigation is required to pay its own reasonable attorney fees and costs resulting therefrom.
17. Entire Agreement: This Agreement contains the full and complete understanding and agreement between the parties with respect to the subject matter within, and supersedes all other agreements between the parties whether written or oral relating thereto, and may not be modified or amended except by the written instrument executed by both parties hereto.

Agreed and accepted the above-listed date, in the City of Kahului, Hawaii, by Contractor. Executed by Contractor hereto, intending to be legally bound hereby. By: /s/ Allan Thomson Bacon III, as Member of Maui Athletics, LLC.

Agreed and accepted the above-listed date, in the City of Kahului, Hawaii. By clicking the Contract Agreement checkbox during sign-up, I acknowledge that I agree with the terms and conditions above.

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