Platinum Membership Terms and Conditions

1. Platinum Membership and Platform Services.

1. Subject to the terms and conditions in this Agreement and for a monthly Fee (defined below), Company agrees to provide a Platinum Membership Package as part of the Quantum University Alumni Association Services to Practitioner, which includes (1) various training sessions, classes, programs and services and (2) access to an online technology platform, Exponential Healthcare, that enables Practitioner to offer various health services (the “Platform”) to the public (collectively, the “Membership”)
2. Practitioner agrees that Company is only obligated to provide access to the Platinum Membership which includes the Exponential Healthcare Platform described in paragraph 1(a) after Practitioner provides proof that (i) Practitioner is an alumni of Quantum University (including an alumni of any of its Health Coach, HHP, DNM, IMD, OR BCDHH programs), (ii) Practitioner has obtained the liability insurance required in paragraph 10 below,  (iii) Where applicable, Practitioner has completed full tuition payment to Quantum University for the Exponential Health Coach Program (iv) Practitioner has signed and delivered an executed copy of this Agreement to Company. 
3. Practitioner specifically agrees to only use the Exponential Healthcare Platform to offer services to Practitioner’s clients and/or customers within the scope of Practitioner’s practice and in accordance with Practitioner’s board certifications and licenses (the “Practitioner Services”). 
4. Practitioner must complete thirty (30) continuing educational units (CEUs) by every annual anniversary of the Effective Date during the Term to maintain Practitioner’s access to the Exponential Healthcare Platform. 
5. Practitioner further irrevocably acknowledges, accepts, and agrees that Practitioner shall comply with all of Company’s rules, guidelines, and terms and conditions relating to any student codes of conduct, terms of service, the Platinum Membership, Practitioner’s use of the Exponential Healthcare Platform and the provision of Practitioner Services through the Exponential Healthcare Platform, including (but not limited to) those rules, guidelines, and terms and conditions located at the following webpages: https://www.exponentialhealthcare.com/terms-of-service/ & https://support.quantumuniversity.com/s/article/code-of-conduct-and-academic-standards-2020-03-03-13-22-34  (all of which may be updated by Company from time to time and without prior notice).  

2. License. Once Practitioner has met the requirements in paragraph 1(b), Company hereby grants to Practitioner a non-exclusive, non-transferable right and license (with the right to grant sublicenses to other practitioners only with Company’s prior approval in each instance to form a team) to access and use the Exponential Healthcare Platform solely to offer and provide Practitioner Services during the Term of this Agreement (defined below). Any sublicenses granted hereunder must be submitted for approval via the Quantum University Alumni Association website, and must be upon terms at least as stringent as set forth in this Agreement, including (without limitation) that Practitioner’s approved sublicensee team members (“Practitioner’s Approved Sublicensees”) must be board certified, must be licensed, must provide services only within the scope of Practitioner’s Approved Sublicensees’ board certifications and licenses, and must have insurance as set forth in paragraph 10 (but can specifically exclude any obligation to be an alumni of Quantum University). All sublicenses must also provide that this Agreement shall control in the event of a conflict with any sublicense.  Notwithstanding any sublicenses granted, Practitioner shall at all times remain liable for any acts or omissions of any of Practitioner’s Approved Sublicensees. Except for the custom elements specifically added to the Exponential Healthcare Platform for Practitioner’s use, if any, the right and license granted to Practitioner hereunder is non-exclusive. Company may freely sell, use or grant to others the right or license to use the Exponential Healthcare Platform.

3. Consideration. Practitioner shall pay Company a total of one hundred ninety-nine dollars ($199.00 USD) per month (or two thousand and twenty-nine dollars and eighty cents  annually) for the Platinum Membership, and one hundred ninety-nine dollars ($199.00 USD) per month for each of Practitioner’s Approved Sublicensees, plus a nine percent (9%) service fee on all revenue generated by Practitioner and each of Practitioner’s Approved Sublicensees through the Exponential Healthcare Platform (collectively, the “Fee”). The Fee may be increased from time to time with prior notice to Practitioner.  The Practitioner is obligated to cover the Fee for the number of Practitioner’s Approved Sublicensees actively using the Exponential Healthcare Platform. If Practitioner removes all Approved Sublicensees, Practitioner will only be responsible for the Fee corresponding to a solo account within the team workspace. Further, if Practitioner or Practitioner’s Approved Sublicensees receive a refund from a client, the Service Fee will be returned, however if Practitioner or Practitioner’s Approved Sublicensees collect a cancellation fee or any form of payment in lieu of services, the Service Fee will still be charged. Any refunds issued to Practitioner’s clients or Practitioner’s Approved Sublicensees’ clients shall be handled solely by Practitioner. 

4.Term.  The term of this Agreement shall commence on the Effective Date and continue in force until sooner terminated as provided for herein (the “Term”).    

5. Independent Contractor. Practitioner acknowledges that Practitioner is an independent contractor and not an agent, officer, director, manager or employee of Company. As a consequence, Practitioner shall be free to determine, in Practitioner’s discretion, the methods and techniques that will best accomplish the performance of the Practitioner Services; PROVIDED, HOWEVER, that such methods and techniques, and the Practitioner Services, shall be performed in a timely, diligent and professional manner, consistent with the best practices of Practitioner’s industry. Practitioner is solely responsible for securing any and all certifications, licenses and permits, if any, required to perform any services, including (but not limited to) the Practitioner Services. Practitioner acknowledges that Practitioner is solely responsible to pay, and agrees to pay, any and all applicable federal and state taxes and/or fees, in connection with any of Practitioner’s activities or services provided hereunder, including Practitioner Services, and that Practitioner will abide by any and all applicable federal, state, and local rules, regulations and/or laws in connection therewith.

6. Termination.  This Agreement shall automatically terminate (without further notice or demand) upon the mutual agreement of the parties or the earliest occurrence of any of the following:

1. Termination for Convenience.  Company may terminate this Agreement, for any reason or no reason, upon fifteen (15) days prior written notice to Practitioner. 
2. Termination for Cause.  
   Breach.  If any party fails to timely cure any material breach of this Agreement within thirty (30) days after receipt of written notice from the other party of such material breach, time being of the essence, said notice specifying the material breach and the actions necessary to cure the material breach.
3. Termination on Business Failure. The filing by or against Practitioner of a petition, arrangement or proceeding seeking an order for relief under applicable bankruptcy laws, a receivership for any of the assets of Practitioner, an assignment for the benefit of creditors, a readjustment of debt, or the dissolution or liquidation of Practitioner. 

7. Effect of Termination or Expiration. All rights granted to Practitioner hereunder shall automatically and immediately revert to Company upon expiration or termination of this Agreement, without any action by any party, and Practitioner’s (and Practitioner’s Approved Sublicensees’) access and use of the Exponential Healthcare Platform shall immediately cease. This paragraph shall survive expiration or termination of this License.

8. Non-Solicitation.  Practitioner agrees not to solicit, engage or approach, directly or indirectly, any customer or client of Company for the purpose of performing Practitioner Services, without the prior written consent of Company (which can be withheld in Company’s sole and absolute discretion) unless Practitioner was providing Practitioner Services to such customer or client prior to the Effective Date.

9. Indemnity and Limitation of Liability. Practitioner shall indemnify, defend, and hold harmless Company and Company’s officers, directors, shareholders, managers, executives, employees, agents, parent companies, affiliated companies, representatives, successors and assigns (collectively, “Company’s Affiliates”) from and against any and all demands, claims, losses, damages, penalties, costs, and expenses of any kind (including reasonable attorneys’ fees) arising out of or relating in any way to (a) any act or omission of Practitioner, Practitioner’s Approved Sublicensees (if any) or Practitioner’s clients in connection with this Agreement or Practitioner’s performance of any services, including Practitioner Services, (b) any negligence, fraudulent conduct, or willful misconduct of Practitioner, Practitioner’s Approved Sublicensees (if any) or Practitioner’s clients, (c) any breach of this Agreement by Practitioner or Practitioner’s Approved Sublicensees (if any), (d) any act by Practitioner, Practitioner’s Approved Sublicensees (if any) or Practitioner’s clients that fall outside the scope of this Agreement, or (e) any infringement or alleged infringement of any copyright, patent or other proprietary rights.  Practitioner also assumes all risks of loss, including but not limited to personal injury, bodily injury, wrongful death, and loss of or damage to property by whomsoever owned, arising out of or relating to any of the foregoing items (a) through (e). The provisions of this paragraph shall survive expiration or termination of this Agreement.

10. Insurance. Unless otherwise agreed to in writing by Company, Practitioner (and Practitioner’s Approved Sublicensees (if any)) shall acquire and maintain, at its own expense, at all times during the Term, the following policies of insurance, with the minimum coverage limits set forth below: (a) Commercial general liability policy, providing coverage for bodily injury, property damage, products and completed operations, contractual and personal injury, written on an “occurrence” form, and naming Company as additional insured; (b) if Practitioner has employees, Workers’ Compensation and Employers’ Liability Insurance, as required by applicable law (not applicable to sole proprietors with no employees); (c) Professional Liability (Errors and Omissions) Insurance (with coverage broad enough to respond to Practitioner’s activities and services stated in this Agreement); and (d) such other insurance coverages as set forth below:

All policies shall be in a form and with limits and amounts satisfactory to Company, with insurance companies approved by Company, and written as primary coverage (except for professional liability). Certificates of all insurance shall be deposited with Company prior to the Effective Date. Practitioner agrees that the insurance policies will not be cancelled without giving Company thirty (30) days’ written notice prior to the effective date of cancellation. Timely renewal certificates will be provided to Company as coverage renews. Practitioner, for and on behalf of itself and each of its insurers, hereby waives any and all rights to recover any rights of subrogation against Company for any loss or damage arising from any cause covered by any insurance required to be carried under this Agreement by any other insurance actually carried by Practitioner. Practitioner shall provide copies of any insurance policies upon request by Company. 

11. Licensure.  Practitioner represents and warrants that Practitioner (and Practitioner’s Approved Sublicensees (if any)) have (or will have) the right to practice in all of the states or countries in which Practitioner provides services through the Exponential Healthcare Platform, including Practitioner Services, at the time of providing such services, and Practitioner is solely responsible for payment of any and all fees related to securing, re-establishing or renewing Practitioner’s (and Practitioner’s Approved Sublicensees (if any)) licensure in such states or countries during the Term.  

12. Compliance with Law.  Practitioner shall, at Practitioner’s sole expense, at all times during the Term, comply with all federal, state, and local laws, rules, regulations, and ordinances and all other governmental requirements applicable to Practitioner’s performance of any services, including (without limitation) Practitioner Services, including Health Insurance Portability and Accountability Act of 1996 and related regulations (45 C.F.R. Parts 160 and 164) (“HIPAA”) and the Joint Commission on Accreditation of Healthcare Organizations (“JCAHO”) both of which establish written procedures pertaining to the protection of client information, among other things.  Practitioner acknowledges and agrees that Practitioner has and will at all times during the Term of this Agreement maintain and all applicable governmental permits, licenses, consents, and approvals necessary to perform any services, including (without limitation) Practitioner Services. Practitioner shall also be solely responsible for and shall pay as required by law Practitioner’s income taxes, general excise taxes and any self-employment taxes. 

13. Waiver of Liability and Release.  Practitioner hereby acknowledges and agrees that Company will not be liable to Practitioner, Practitioner’s Approved Sublicensees (if any), Practitioner’s clients, or their patients, customers, contractors, independent contractors, vendors, employees, officers, managers, directors, agents or representatives for any losses, damages, liabilities, claims, demands, causes of action, lawsuits and expenses arising from any act or omission of Practitioner, Practitioner’s Approved Sublicensees (if any), (or Practitioner’s officers, employees, contractors, independent contractors, agents, managers or directors) on or in connection with this Agreement or the Exponential Healthcare Platform. PRACTITIONER HEREBY RELEASES, WAIVES, DISCHARGES TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, FROM AND AGAINST ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, DEMANDS, CAUSES OF ACTION, LAWSUITS AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) WHETHER DUE TO ANY DAMAGE OR INJURY TO PERSONS OR PROPERTY OR OF THIRD PERSONS (INCLUDING ANY DEATH OR PERSONAL INJURY), ARISING FROM THIS AGREEMENT OR PRACTITIONER’S USE OF, OR PROVISION OF SERVICES THROUGH, THE EXPONENTIAL HEALTHCARE PLATFORM. PRACTITIONER’S USE OF, AND PROVISION OF SERVICES THROUGH, THE EXPONENTIAL HEALTHCARE PLATFORM AND ANY RELATED APPLICATIONS OR COMPANY TECHNOLOGY IS AT PRACTITIONER’S SOLE AND OWN RISK AND PRACTITIONER HEREBY RELEASES COMPANY, FROM ANY AND ALL CLAIMS FOR ANY DAMAGE OR INJURY TO THE FULLEST EXTENT PERMITTED BY LAW.  PRACTITIONER AGREES TO BE SOLELY LIABLE FOR ANY ACT OR OMISSION OF PRACTITIONER’S APPROVED SUBLICENSEES RELATING IN ANY WAY TO THIS AGREEMENT. This paragraph shall survive expiration and termination of this Agreement.  

14. Defense of Lawsuit.  In the event any suit shall be instituted against Company by any third -party asserting claims for which Practitioner is hereby indemnifying, defending and holding Company harmless, Practitioner shall defend such suit at Practitioner’s sole cost and expense, with counsel approved by Company; or, at Company’s discretion, Company may elect to defend such suit using counsel of Company’s choice, in which case Practitioner shall pay Company’s costs of such defense. 

15. Disclaimers. Company makes no warranties regarding the Exponential Healthcare Platform (or any part thereof) and specifically disclaims any and all implied warranties, including without limitation, any warranties of merchantability, fitness for a particular purpose and freedom from infringement. Company does not warrant against interference with Practitioner’s enjoyment of the Exponential Healthcare Platform, that the functions contained therein will meet Practitioner’s requirements, that the operation thereof will be uninterrupted or error-free or that defects therein will be corrected. Company makes no guarantees whatsoever regarding the Exponential Healthcare Platform. The Exponential Healthcare Platform is created and maintained by a third-party provider, and Company has no control over the third party provider. Company disclaims all liability for any damages or loss related to Practitioner’s use of the Exponential Healthcare Platform. If the Exponential Healthcare Platform or Practitioner’s customized online website page(s) through the Exponential Healthcare Platform are defective, Practitioner’s sole remedy, and Company’s sole liability, shall be to notify the third-party provider to correct/replace the Exponential Healthcare Platform or Practitioner’s customized online website page(s) (or provide a reasonable workaround) within ninety (90) days from the date Practitioner notifies Company of a problem. If a correction/replacement (or reasonable workaround) is not provided within ninety (90) days, Practitioner may terminate this Agreement in accordance with the termination provisions in this Agreement.  The remedies set forth herein shall be the exclusive remedies of Practitioner.    

16. Limitations of Liability. In no event shall Company or its successors or assigns be liable for incidental, special, indirect, consequential or punitive damages whatsoever, including, without limitation, damages for loss of profits, lost time, lost savings, loss of data or for business interruption arising out of or related to this Agreement or Practitioner’s use of the Exponential Healthcare Platform. In no event, will Company’s total liability to Practitioner for damages exceed the amount of money paid to Company in the six (6) month period preceding any claim.  

17. Voluntary Act. The Practitioner declares that Practitioner has signed this Agreement freely and voluntarily before engaging in the provision of any services by or through the Exponential Healthcare Platform.

18. Practitioner Materials and Data.  During the Term of this Agreement, Practitioner shall provide Company with Practitioner Materials and Practitioner Data for use and display on the Exponential Healthcare Platform.  Practitioner hereby grants to Company a world-wide, non-exclusive, non-transferable, non-assignable, royalty-free license to use Practitioner Materials (defined below) and Practitioner Data (defined below) as described herein.  All right, title and interest in and to the Practitioner Materials and Practitioner Data, are and will remain the sole and exclusive property of Practitioner.  Practitioner represents and warrants that Practitioner has, or will have, full right, title, interest and authority to utilize and/or display any Practitioner Materials or Practitioner Data on the Exponential Healthcare Platform when provided to Company and continuing throughout the Term of this Agreement.  “Practitioner Data” means all data, content, material, or other information provided by Practitioner hrough the Exponential Healthcare Platform.  “Practitioner Materials” means materials owned, created by or licensed by Practitioner, including text, artwork, pictures, sound, graphics, video, technical data, confidential information, trademarks, service marks, domain names, and other material supplied, directly or via the Exponential Healthcare Platform, by Practitioner to Company.  Practitioner hereby authorizes Company and its authorized representatives and contractors to use Practitioner’s name, image and/or likeness, including any photograph and biographical information provided by Practitioner for advertising purposes during the Term.  

19. Ethical Standards.  Practitioner acknowledges and agrees that Company requires the highest standard of ethical practice within Practitioner’s area of expertise, certification and scope of practice which includes inclusion, safety and equal treatment of those of all ethnicities, backgrounds, gender identification, sexual orientation and race. As a practitioner on the Exponential Healthcare Platform, Practitioner agrees to maintain and uphold these standards of practice and commits to upholding them at all relevant times during the Term.

20. Injunctive Relief.  It is expressly agreed that Company would suffer irreparable harm from a breach by Practitioner of any covenant contained in this Agreement, and that remedies other than injunctive relief cannot fully compensate or adequately protect Company for such a violation. Therefore, in the event of an actual or threatened violation or breach by Practitioner of any provision of this Agreement, and without limiting the right of Company to pursue all other legal and equitable remedies, Practitioner agrees that Company shall be entitled to temporary, preliminary and permanent injunctive or other relief, and applicable damages, costs and attorneys’ and experts’ fees, to enforce or prevent any such violation or continuing violation thereof, and that no bond shall be required and such relief would not disserve the public interest. This paragraph shall survive expiration or termination of this Agreement.

21. Notices. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given if sent by registered or certified mail (with adequate postage prepaid), return receipt requested, or by a nationally recognized courier service, to the address set forth above for each party, or at such other address as such party may designate in writing from time to time to the other party.

22. No Use of Marks and Logos. Except as may be automatically provided on the Exponential Healthcare Platform itself, Practitioner may not use Company’s name, marks and logos for any purpose. 

23. Miscellaneous. This Agreement and any Terms of Use and Privacy Policy agreed to by Practitioner constitutes the entire agreement between the parties relating to Practitioner’s use of the Exponential Healthcare Platform and supersedes and cancels any and all prior or oral or written representations, correspondence, letters of intent, agreements, and undertakings between the parties. To extent any terms and conditions in this Agreement conflicts with any Terms of Use and Privacy Policy agreed to by Practitioner, the terms and conditions in this Agreement shall control. This Agreement may not be released, discharged, abandoned, changed, amended or modified in any respect, orally or otherwise, except by an instrument in writing signed by both parties.  Company may freely assign or otherwise transfer this Agreement (in whole or in part) to any individual or entity, including without limitation to any parent, subsidiary or affiliate of Company, or any entity with or into which Company merges or consolidates, or which succeeds to all or a substantial portion of Company’s assets. Practitioner may not sublicense, assign or otherwise transfer its rights or obligations under this Agreement (in whole or in part) without Company’s prior written consent, which can be withheld in Company’s absolute and sole discretion.  If any provision of this Agreement is determined to be invalid or unenforceable, the validity and enforceability of the other provisions shall remain unaffected. The failure of a party to insist upon strict and prompt performance by the other party of the covenants and agreements in this Agreement, and the acceptance of such performance by the other party thereafter, shall not constitute a waiver or relinquishment of the party’s right to insist upon strict performance thereafter in the event of a continuous or subsequent default by the other party. Nothing herein shall be construed to place the parties in the relationship of partners or joint venturers, or either as the agent of the other, and Practitioner shall have no power to obligate or bind Company in any manner whatsoever. There are no third-party beneficiaries to this Agreement. Company and Practitioner each acknowledge that it has been represented and advised by legal counsel in the negotiation and legal effects of this Agreement, and that such party has participated in the drafting of this Agreement.  This Agreement, and all rights and obligations hereunder, shall be binding upon, and inure to the benefit of the parties hereto and their respective heirs, devisees, personal representatives, successors in trust, successors and permitted assigns. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Hawaii without regard to conflicts of law principles.  The courts of the State of Hawaii, and the United States District Court for the District of Hawaii, and no other courts, shall have exclusive original jurisdiction over all disputes relating to this Agreement, and the parties irrevocably agree to such jurisdiction. Each party to this Agreement agrees to: (i) execute and deliver to the other party such other documents, and (ii) do such other acts and things as the other party reasonably requests for the purpose of carrying out the intent of this Agreement. The provisions of this Agreement which state that they survive expiration or termination of this Agreement or which by their nature should survive expiration or termination of this Agreement shall remain in effect after the expiration or termination of this Agreement. This Agreement may be executed in counterparts, delivered by fax machine, as a PDF or by other electronic transmission, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, Company and Practitioner have executed this Agreement as of the Effective Date.