Client Agreement | UpLevel Wellness

Client Services Agreement

This Client Services Agreement (“Agreement”) is entered into on the 08/14/2025 between ("Client") and Hushon Consulting LLC dba UpLevel Wellness , each a “Party” and together the “Parties”.

In consideration of the mutual covenants contained herein the Parties agree as follows:

Services

UpLevel Wellness shall provide Client with the following services (“Services”): UpLevel Progression - Strength & Stability

Pricing/Payment

For the Services, Client shall pay UpLevel Wellness the amount of $59.

Copyright

All work created under the terms of this Agreement is considered a work made for hire and ownership vests in Client after payment in full is received. Client agrees that UpLevel Wellness retains a non-exclusive, perpetual, worldwide, transferable, royalty-free license to use, distribute, reproduce, display, adapt, and create derivative works of the design work for all legitimate business purposes including the advertisement or promotion of the work for UpLevel Wellness's portfolio, website, and promotional materials.

Term and Termination

The term of this Agreement shall begin on the Effective Date and continue until the relationship is amended or terminated. Either Party may terminate this Agreement with or without cause by providing at least thirty (30) days prior written notice of termination to the other Party.

Effect of Termination

Upon termination of this Agreement:

(i) Client will pay UpLevel Wellness for all Services rendered through the effective date of termination;

(ii) UpLevel Wellness will deliver to Client all work product developed through the Effective Date of termination; and

(iii) UpLevel Wellness will immediately return to Client all Client materials which UpLevel Wellness has in its possession.

Representations and Warranties

UpLevel Wellness represents and warrants that:

(i) it has the right and ability to enter into this Agreement;

(ii) this Agreement and the Services do not violate any other obligation or agreement to which UpLevel Wellness is a party;

(iii) UpLevel Wellness will comply with all applicable federal, state and local laws in the performance of its obligations under this Agreement; and

(iv) the Services will be performed in a professional and workmanlike manner in accordance with reasonable industry standards as well as any quality, specifications, and format of delivery provided for in the description of Services. Client hereby represents and warrants that:

(i) Client has the right and ability to enter into this Agreement;

(ii) Client is in good physical health and does not suffer from any medical condition that would limit his or her participation in personal training, fitness training, or group training;

(iii) Client understands that it is his/her responsibility to consult with a physician prior to undertaking any training with UpLevel Wellness; and

(iv) Client understand the risks inherent in the activities offered by UpLevel Wellness and agrees to follow all instructions for safe participation in such activities.

Waiver and Release

Client hereby waives and releases UpLevel Wellness, its owners, officers, employees, independent contractors, coaches, and instructors from any claim, demand, or cause of action of any kind resulting from or related to Client’s participation in the programs offered through UpLevel Wellness. In taking part in personal training, fitness training, or group training through UpLevel Wellness, Client understands and acknowledges that he or she is fully responsible for any and risks, injuries, or damages, known or unknown, which might occur as a result of Client’s participation.

Disclaimer of Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND OTHER THAN AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES ABOVE, UpLevel Wellness EXPRESSLY DISCLAIMs ALL representations or warranties of any kind, whether express, implied, STATUTORY OR OTHERWISE, including without limitation any implied or other warranties:

(i) OF merchantability, fitness for a particular purpose, non-infringement, quality, accuracy, timeliness, completeness, OR RELIABILITY; (ii) CONFORMANCE TO ANY DEMONSTRATION OR PROMISE BY UpLevel Wellness; OR

(iii) ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

LIMITATION OF LIABILITY

To the maximum extent allowed by law, UpLevel Wellness SHALL NOT BE LIABLE FOR INDIRECT DAMAGES OF ANY KIND, INCLUDING, ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF Uplevel Wellness HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, UpLevel Wellness’s MAXIMUM LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE COMPENSATION PAID TO UpLevel Wellness.

Confidential Information

UpLevel Wellness will keep confidential all client information. UpLevel Wellness will use client information only with Client permission. Client agrees to keep confidential any proprietary or confidential information of UpLevel Wellness disclosed during the course of this engagement.

Nonsolicitation

From the Effective Date and for a period of two (2) years following termination of the engagement with UpLevel Wellness for any reason, Client will not:

(i) solicit business from, or assist in any way in the solicitation of business from or for any of UpLevel Wellness’s customers, clients, suppliers and vendors;

(ii) solicit any of UpLevel Wellness’s customers, clients, suppliers, and vendors to cease, curtail, or refrain from entering into or continuing such business relationship with UpLevel Wellness; or

(iii) interfere with any business relationship of UpLevel Wellness. Client further agrees that from the Effective Date and for a period of two (2) years following termination, Client will not, on behalf of Client or others, hire or solicit for hire, or induce any current or future employee, or current or future consultant of UpLevel Wellness to terminate such employee’s employment, or such consultant’s contract, with

UpLevel Wellness.

Indemnification

Client agrees to indemnify, and hold UpLevel Wellness, its affiliates, subsidiaries, assignees and licensees, harmless from and against any losses, costs, expenses (including reasonable attorney's fees), judgments, settlements, and damages resulting from any claim or action arising out of this Agreement, except to the extent any such damages are caused by any willful or grossly negligent act of UpLevel Wellness.

Force Majeure

UpLevel Wellness shall not be liable for delays or failures in performance resulting from acts beyond its control, including, but not limited to, acts of God, riots and acts of war, terrorism, epidemics, governmental regulations imposed after the fact, flood, fire, earthquakes, or other natural disasters. In the event that UpLevel Wellness is unable to perform any of its obligations under this Agreement because of such acts, the time for performance will be extended for the period that such failure or delay remains beyond the reasonable control of

UpLevel Wellness.

Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles. All disputes relating to this Agreement that are not informally resolved will be adjudicated in the courts of York County, Pennsylvania. All Parties irrevocably consent to the personal jurisdiction of and exclusive venue in the courts of York County, Pennsylvania and waive any claims of inconvenient forum. Client agrees to pay all fees incurred by UpLevel Wellness for collection of unpaid fees and expenses, including, but not limited to, collection fees, court filing fees and reasonable attorney fees.

Miscellaneous

a. This Agreement may only be modified in writing signed by both parties.

b. This Agreement may not be assigned or delegated by either.

c. This Agreement shall be binding on and inure to the benefit of the Parties’ successors and permitted assigns.

d. All provisions of this Agreement that by their terms reasonably should survive termination or expiration shall survive.

e. If any term, condition, or provision of this Agreement is held to be unenforceable for any reason, such provision shall, if possible, be interpreted rather than voided, to achieve the intent of the parties to this Agreement to the extent possible. In any event, all other terms, conditions, and provisions of this Agreement shall be deemed valid and shall continue in full force and effect.

f. The Parties hereby agree that no agency, joint venture, or partnership is created by this Agreement and that the Parties are independent contractors to one another.

g. The Parties agree that this Agreement contains the entire understanding and agreement of the Parties and there are no other representations, warranties, promises or undertakings between the Parties. This Agreement supersedes and cancels all previous agreements between the Parties.

h. This Agreement may be executed by PDF or electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Contact

Please contact us with any questions or concerns regarding our policy.

Customer Support Team: [email protected]