COACHING AGREEMENT

In connection with the prospective coaching services described below to be provided by Aion Coaching Collective LLC (“ACC”), a New York limited liability company, to you (“Client”), and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the ACC and Client agree as follows:

1. Coaching Services.

a. ACC shall provide custom training programming to Client (the “Coaching Services”) pursuant to the terms of this Coaching Agreement.

b. Notwithstanding anything to the contrary in this Coaching Agreement and to the extent permitted under applicable law, ACC shall have the right, in its sole discretion, to cease providing the Coaching Services at any time by providing prompt prior notice to Client. To the extent Client has breached the terms of this Coaching Agreement (including by breaching a representation or covenant), Client shall not be entitled to any refund or restitution for payments made to ACC in exchange for which ACC did not provide Coaching Services.

2. Billing & Payment.

a. Client shall purchase the Coaching Services on a periodic basis (i.e., monthly, quarterly, semiannually, or annually) by following the instructions set forth at www.teamgloff.com (the “Team Gloff Website”), and shall pay for such Coaching Services in advance on a subscription basis pursuant to the terms agreed on the Team Gloff Website. Subscriptions automatically renew until cancelled by Client.

b. ACC shall provide Coaching Services only if (i) Client has made advanced subscription payments for Coaching Services in adherence with the terms previously agreed and ACC actually received such payments and (ii) at all times (x) Client has complied with, and has not breached, the terms of this Coaching Agreement and (y) the representations Client has made in this Agreement remain true and correct in all respects.

c. In accordance with Section 2(b) above, if ACC cannot charge Client’s payment method for any reason (such as expiration or insufficient funds), Client shall remain responsible for any uncollected amounts and shall promptly update Client’s payment method to ensure ACC receives such amounts.

3. Representations & Acknowledgements.

a. Client hereby acknowledges that ACC is not a physician.

b. Client hereby represents and warrants they have no known physical or mental condition that would impair their capability to receive the Coaching Services, as intended or expected. This representation will be deemed to be repeated by Client on a daily basis for the duration of this Coaching Agreement.

c. Client hereby represents and warrants that they have consulted a physician and, to the extent applicable, other relevant medical professionals regarding the Coaching Services and such medical professionals have approved Client receiving the Coaching Services and Client adhering to the Coaching Services in every respect.

d. Client shall promptly notify ACC if any of the representations herein cease to be accurate and true.

4. Waiver & Release. Client hereby waives any right, claim, or cause of action against ACC, its owners, affiliates, agents, independent contractors, directors, officers, employees, and representatives (collectively, the “ACC Parties”) and releases the ACC Parties from any and all liability or fault for any losses, injuries, damages, expenses, or otherwise that might arise directly or indirectly from any cause whatever related to the Coaching Services, including any negligence. This waiver and release of liability is executed by Client without reliance upon any promise, inducement, statements, or representation by any of the ACC Parties. This waiver and release of liability shall bind Client and Client’s heirs, successors, representatives, and assigns. Client agrees that the terms of this release and waiver are clear, and that there are no other understandings or agreements concerning this subject matter other than as set out above, and Client voluntarily consents to all the terms and provisions herein. Client fully understands the risks of the Coaching Services and the risks of participating in physical activity and agrees that no ACC Party shall be held liable in the case of any injury or death.

5. Confidentiality & Rights. Client covenants not to disseminate, share, convey, or transfer any recommendation or information, either oral or written, provided by any of the ACC Parties without express prior written consent of such ACC Party. ACC may use for marketing purposes any photos (such as “check-in images” and “transformation photos”) that Client has provided to ACC.

6. Indemnity. Client hereby to the fullest extent permitted by law, shall, at its expense, indemnify, defend, and hold the ACC Parties harmless from and against any and all claims, demands, damages, losses, judgments, amounts agreed upon in settlement, costs, and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees with interest and disbursements) arising out of, relating to, or in connection with, in whole or in part: any act or alleged act or omission of Client; any breach of this Coaching Agreement by Client; Client’s noncompliance with applicable consulting advice, law, code, rule, regulation, or order; and any claim or action, or threatened claim or action, made for bodily injury, sickness, or disease, including death, by anyone, or for damage to property resulting from any act or omission or alleged act or omission by the Client. Client will further indemnify the ACC Parties against any and all costs and fees (including, without limitation, reasonable attorneys’ fees with interest and disbursements) incurred by the ACC Parties in connection with any investigation or the preparation related thereto or in the enforcement of the indemnity obligations under this Coaching Agreement. The ACC Parties are entitled to reimbursement of their attorneys’ fees and expenses from the inception of the loss, damage, claim, or demand and not from the date of tender. The indemnity contained herein will be in addition to and not in limitation upon any rights of common law indemnity.

7. Acknowledgement. Client has carefully read this Coaching Agreement, including, but not limited to, Sections 4 and 6, and understands the contents thereof.