TOTUM LLC. TERMS AND CONDITIONS

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1. Accepting These TermsThis document and the other documents that we reference below make up our house rules, or what we officially call our Terms of Use (the “Terms” for short).The Terms are a legally binding contract between you and Totum, LLC. We’ll just refer toTotum, LLC. and all of its subsidiaries collectively as “Totum”.Please note that Section 9 contains an arbitration clause and class action waiver, and explains how to opt out of arbitration. Unless you validly opt out, you agree to resolve any disputes with Totum exclusively through binding individual arbitration, with only limited exceptions. This means you and Totum are waiving the right to sue in court, have a trial by jury, or participate in a class or representative action. Please read this Section carefully, as it affects your rights.This contract sets out your rights and responsibilities when you use totum.coach coaching portal, our mobile app, and the other services provided by Totum (we’ll refer to all of these collectively as our “Services”), so please read it carefully. By using any of our Services (even just browsing one of our websites or apps), you’re agreeing to theTerms. If you don’t agree with the Terms, you may not use our Services.

‍2. Your PrivacyWe know your personal information is important to you, so it’s important to us. OurPrivacy Policy details how your information is collected, used and shared when you use our Services. By using our Services, you're also agreeing that we can process your information in the ways set out in the Privacy Policy.Both Totum and Coaches process members’ personal information (for example, buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of buyers’ personal information under EU law. That means that each party is responsible for the personal information it processes in providing theServices. For example, if a seller accidentally discloses a buyer’s name and email address when fulfilling another buyer’s order, the Coach, not Totum, will be responsible for that unauthorized disclosure.If, however, you (as a Coach) and Totum are found to be joint data controllers of buyers’ personal information, and if Totum is sued, fined, or otherwise incurs expenses because of something that you did (or failed to do) as a joint data controller of buyer personal information, then you agree to defend and indemnify Totum in accordance with Section7 below.

‍3. Your Account with TotumYou’ll need to create an account with Totum to use our Services. Here are a few rules about accounts with Totum:

A. You must be 18 years or older to use our Services. Minors under 18 and at least13 years of age are only permitted to use our Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. Children under 13 years are not permitted to use Totum or the Services. You are responsible for any and all account activity conducted by a minor on your account, and there may be commercial products or services available that you may want to consider to limit a minor's access to material online.

B. Be honest with us. Provide accurate information about yourself. It’s prohibited to use false information or impersonate another person or company through your account.

C. Choose an appropriate name. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or other wise violates the Terms.

D. You're responsible for your account. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Accounts are generally not transferable.

E. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.

F. Let's be clear about our relationship. These Terms don't create any agency, partnership, joint venture, employment, or franchisee relationship between you and Totum.

G. Cases and Appeals. To participate in our case system, or to appeal an action byTotum, you must have an active account and subscription

‍4. Your ContentContent that you post using our Services provides Totum the right to store and utilize that content as outlined in section B.

A. Responsibility for Your Content. You understand that you are solely responsible for the content posted with your account. You represent that you have all necessary rights to all parts of Your Content and that you’re not infringing or violating any third party’s rights by posting it. If this is the case, you agree to defend and indemnify Totum of all wrongdoing.

B. Permission to Use Your Content. By posting Your Content through our Services, you grant Totum and, as authorized by Totum in its sole discretion, third parties, a license to use it. We have your permission to use it to help Totum function and grow.

C. Rights You Grant Totum. By posting Content, you grant Totum and, as authorized by Totum in its sole discretion, third parties, a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of the content you post. This allows us to provide the Services and to promote Totum, your Totum Virtual Studio, other virtual studios and listings, or the Services in general, in any formats and through any channels, including across any Totum Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using your content. You also recognize our legitimate interest in using it, in accordance with the scope of this license.

D. All material and services provided by or through Totum, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design, "look and feel", layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by Totum or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

E. That sounds like a lot, but it’s necessary for us to keep Totum going. Consider these examples: if you upload content in your Totum Virtual Studio, we have permission to display it to buyers, and we can resize or enhance it so it looks good to a buyer using our mobile app; if you post a description in English, we can translate it into French so a buyer in Paris can learn the story behind your offering; and if you post a beautiful photo or video, we can feature it– often along with your Virtual Studio name and logo– on our homepage, in one of our blogs or even on a billboard to help promote your business and Totum’s.

F. Reporting Unauthorized Content. Totum has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact us at admin@totum.coach. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policies, or terminating your account if you are found to be a repeat infringer.We’ll notify you if any of that happens.

G. Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of content we don’t want posted on Totum’s Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, vulgar, or otherwise offensive or in violation of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

‍5. Your Use of Our ServicesLicense to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services—subject to the Terms and the following restrictions in particular:

A. Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your shop requires, and to meet applicable legal requirements in applicable jurisdiction(s). This includes the sale and delivery of your items, such as age verification upon delivery, where required by law. You may not sell anything that violates any laws; you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Totum, another Totum user, or a third party.

B. Pay Your Bills. You are responsible for paying all fees that you owe to Totum.Except as set forth below, you are also solely responsible for for paying any applicable taxes for any purchases or sales you make through our Services.

C. Don’t Steal Our Stuff. You agree not to crawl, scrape, or spider any page of theServices or to reverse engineer or attempt to obtain the source code of theServices (including both Totum Intellectual Property and Seller Content) without our express permission.

D. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus, excessive requests to our site or platform, or other harmful computer code.

E. Follow Our Trademark Policy. The name "Totum" and the other Totum marks, phrases, logos, and designs that we use in connection with our Services (theTotum Trademarks), are trademarks, service marks, or trade dress of Totum in the US and other countries. If you’d like to use our trademarks, you agree to follow our Trademark Policy.

F. Share Your Ideas. We love your suggestions and ideas! They can help us improve your experience and our Services. Any ideas or other materials you submit to Totum (not including Your Content or items you sell through ourServices) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

G. Talk to Us Online. From time to time, Totum will provide you with certain legal information in writing. By using our Services, you agree that we will send you information electronically (such as by email) instead of mailing you paper copies(it’s better for the environment), and that your electronic agreement is the same as your signature on paper.

‍6. TerminationTermination By You. We'd hate to see you go, but you may terminate your account withTotum at any time from your account settings. Terminating your account will not affect the availability of some of Your Content that you posted through the Services prior to termination. You are responsible to pay any outstanding bills. Any abandoned funds in your account and your content will be transferred to Totum after 90 days. Termination By Totum. We may terminate or suspend your account (and any accountsTotum determines are related to your account) and your access to the Services should we have reason to believe you, your Content, or your use of the Services violate our Terms. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our websites or mobile apps. Generally, Totum will notify you that your account has been terminated or suspended, unless you’ve repeatedly violated our Terms or we have legal or regulatory reasons preventing us from notifying you.If you or Totum terminate your account, you may lose any information associated with your account, including Your Content.We May Discontinue the Services Totum reserves the right to change, suspend, or discontinue any of the Services for you, any or all users, at any time, for any reason, including those laid out in Totum’s policies under these Terms of Use. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.Survival. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

‍7. Warranties and Limitation of Liability

‍A. Items You Purchase. You understand that Totum does not create or inspect any of the items sold through our Services. We provide the venue; the items in our marketplaces are produced, listed, and sold directly by independent Coaches, soTotum cannot and does not make any warranties about their quality, safety, authenticity, results or their legality. Any legal claim related to an item you purchase must be brought directly against the seller of the item. You releaseTotum from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims).

B. Content You Access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Totum is not responsible fort he accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.

C. People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen users of our Services other than to meet certain compliance and legal obligations, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.

D. Third-Party Services. Our Services may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook, X,Instagram and YouTube). You may also need to use a third party’s product or service in order to use some of our Services (like a compatible mobile device to use our mobile apps). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. Totum is not a party to those agreements; they are solely between you and the third party. WARRANTIES. TOTUM IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE’RE NOT PERFECT AND SOMETIMES THING SCAN GO WRONG. YOU UNDERSTAND THAT OUR SERVICES ARE PROVIDED “AS IS” AND "AS AVAILABLE" WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). WE ARE EXPRESSLY DISCLAIMING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.WE DO NOT GUARANTEE THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW,NEITHER TOTUM (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES,AGENTS, SUBSIDIARIES, PARTNERS, OR AFFILIATES) SHALL BE LIABLE TO YOU FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS. IN NO EVENT SHALL TOTUM’S AGGREGATE LIABILITY FORANY DAMAGES EXCEED THE GREATER OF: (A) $100, (B) THE AMOUNT YOU PAID TOTUM IN FEES IN THE PAST 12 MONTHS PRIOR TO ANY ACTION GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOTHE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

‍8. Indemnification We hope this never happens, but if Totum gets sued or receives a claim, notice, or demand because of something that you did (or failed to do), you agree to defend and indemnify us. That means, without limitation, you’ll defend, reimburse, compensate, and hold Totum (including any of our employees, officers, directors, agents, subsidiaries, and affiliates) harmless from any allegation, claim, demand, lawsuit, loss, liability, or expense of any kind (including reasonable attorneys’ fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, items you buy or sell through the Services, and/or your actual or alleged violation of any law or any third party’s rights. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

‍9. Disputes with Other Users If you find yourself in a dispute with another user of Totum’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.Case System. Buyers and sellers who are unable to resolve a dispute related to a transaction on our websites or mobile apps may participate in our case system with a registered account by emailing admin@totum.coach. You may contact Totum about the situation. In our sole discretion, Totum will attempt to help you resolve disputes in good faith, but we will not make judgments or determinations regarding legal issues or claims.Totum has no obligation to resolve, or to assist in resolving, any disputes.Release of Totum. You release Totum from any claims, demands, and damages a rising out of disputes with other users or third parties.

‍10. Arbitration Agreement and Class Action Waive If you’re upset with us, let us know, and we’ll work together in good faith to resolve your issue. But if we can’t work it out, then you and Totum (including our employees, officers, directors, agents, subsidiaries, and affiliates) agree to submit our disputes exclusively to binding individual arbitration, and we won’t sue each other in court before a judge or jury, except in the limited circumstances described below.This Section 11 (which we’ll also refer to as the “Arbitration Agreement” or “Agreement”) applies only if you are a user in North or South America, and applies to the fullest extent allowable by law.Please read this Section carefully, as it affects your rights.

A. Disputes that We’ll Arbitrate. You and Totum agree to mandatory individual arbitration for all claims arising from or relating to the Services, these and prior versions of the Terms, any products, data, or content bought, sold, offered, accessed, displayed, transmitted, or listed through the Services, and actions or statements by Totum or its users, in each case including disputes that arose before the effective date of these Terms (each, a “Dispute”). The exception is that we each may (1) bring qualifying individual claims in “small claims” court, so long as those claims remain in small claims court; and (2) seek injunctive relief in court for infringement or misuse of intellectual property rights (like trademarks, copyrights, and patents). All other Disputes must be arbitrated, which means you and Totum are each waiving your right to sue in court and have a court or jury trial.

B. Class and Representative Action Waiver. You and Totum agree that each of us may bring claims against the other only on an individual basis, and not on a class, representative, or collective basis (and we each waive any right we have to bring such claims). We each may only seek or obtain individualized relief, and, except as provided in Section 11.F (Batch Arbitration), disputes between us cannot be arbitrated or consolidated with those of any other person or entity. If a court (after exhaustion of all appeals) decides that any part of this Section 11.B is unenforceable as to a particular claim or request for relief (e.g., public injunctive relief), then solely that particular claim or request for relief shall be severed from the arbitration and may be litigated in court (but only after the arbitrator issues an award on the arbitrable claims and remedies).C. Informal Dispute Resolution. Before filing an arbitration, you and Totum will try in good faith to resolve any Dispute informally. To start the dispute process, you must send an individualized written notice (“Notice of Dispute”) toadmin@totum.coach that includes (1) your name, phone number, username and shop name (if applicable), and email address for your account, and (2) a description of the Dispute and how you’d like it resolved. If Totum has a Dispute with you, we will send a Notice of Dispute with the same information to the email address for your account. Once a complete Notice of Dispute has been received, the recipient has 60 days to investigate the claims. If either side requests a settlement conference during this period, then you and Totum must cooperate to schedule that meeting by phone or videoconference. You and Totum each will personally participate and can each bring counsel, but the conference must be individualized, even if the same firm(s) represent multiple parties. For the claims in the Notice of Dispute, any statute of limitations will be tolled from the date the notice is received until the later of (i) 60 days, or (ii) after a timely requested settlement conference is completed (“Informal Resolution Period”). An arbitration cannot be filed until the Informal Resolution Period has ended, and a court can enjoin the filing or prosecution of an arbitration in breach of this Section.D. Arbitration Rules and Procedures. To initiate arbitration, either you or we must file an arbitration demand with the American Arbitration Association (“AAA”). You may serve Totum with any arbitration demand by email to: admin@totum.coach.If Totum has a dispute with you, we will send an arbitration demand to the email address for your account. If the AAA cannot or will not administer the arbitration in accordance with Section 11, you and we will select another provider (and if we can’t agree, a court will choose the provider).The arbitration will be conducted in the English language by a single arbitrator.The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. If an in-person hearing is required, it will be held in Orlando, FL, or as determined by the arbitrator (in the case of Batch Arbitration).The arbitration will be decided under AAA’s Consumer Arbitration Rules, as modified by this Agreement. But if you are using the Services as a business and either your or Totum’s claims exceed $75,000, the AAA’s Commercial ArbitrationRules will apply, as modified by this Agreement. As in court, the arbitrator shall apply governing law, any counsel must comply with Federal Rule of CivilProcedure 11(b), and the arbitrator may impose any sanctions available under the AAA Rules, Rule 11, or other applicable law. The arbitrator also shall enforce statutes of limitations and other time-based defenses, offers of judgment/compromise and fee-shifting rules in the same way as a court would.The arbitrator will have exclusive authority to resolve all issues, except that a court has exclusive authority to decide issues related to the arbitrability of a dispute, the enforceability of any part of this Section 11 (Arbitration and DisputeResolution Agreement), and either party’s compliance with Section 11.C (InformalDispute Resolution). Except as provided in Section 11.F (Batch Arbitration), the arbitrator can award damages and other relief only in favor of the individual claimant, and only to the extent necessary to provide relief warranted by the claimant’s individual claim(s). The arbitrator will not be bound by decisions reached in other arbitrations. The arbitrator’s award is final and binding on you and Totum. Judgment on the award may be entered in any court with jurisdiction.E. Arbitration Fees. Payment of all filing, case-management, administrative, hearing, and arbitrator fees (“Arbitration Fees”) will be governed by the AAA’s rules and fee schedules, unless otherwise stated in this Arbitration Agreement.F. Batch Arbitration. To ensure efficient resolution, if within a 90-day period, 25 or more claimants submit Notices of Dispute or file arbitrations raising similar claims (i.e.,with the same or similar facts or events and legal issues) and are represented by the same or coordinated counsel, the disputes must be arbitrated in batches of up to 50claimants each (“Batch”). Specifically, upon notice from either side, the AAA shall group the claimants into: (1) a single Batch (if there are 25-50 claimants), or (2)Batches of 50 claimants each, with a smaller, final Batch consisting of any remaining claimants (if there are more than 50 claimants). The AAA shall thereafter provide for the resolution of each Batch as a single consolidated arbitration with a single arbitrator appointed by the AAA, one set of Arbitration Fees, and one hearing (if any)per Batch to be held by videoconference (or in a place decided by the arbitrator).The parties will cooperate in good faith to implement this process and minimize the time and costs of arbitration. Any challenges to administrative determinations byAAA shall be heard by a single process arbitrator. If this Section 11.F is deemed unenforceable as to a particular claimant or Batch, then it shall be severed as to that claimant or Batch, and those parties shall arbitrate in individual proceedings.G. Opt out. You have a limited right to opt out of this Arbitration Agreement (excludingSection 11.I). Specifically, if you are a new user of our Services, you can opt out of this Arbitration Agreement within 30 days after you first accept the Terms. If you are an existing user of our Services, you can opt out within 30 days after the effective date (listed above). To opt out, you must send a timely email to admin@totum.coachwith your name, the email address for your account, your username and your virtual studio name (if applicable), and a request to opt out of arbitration. If you validly opt out, neither Totum nor you will be required to arbitrate as a result of this (or any prior version of the) Arbitration Agreement, but the Terms (and any other agreements between us) will otherwise apply to you. If we update the Terms after you validly opt out, we will continue to respect your opt-out, but such updates do not provide a new opportunity to opt out of arbitration.H. Future Changes to the Arbitration Agreement. Totum will notify you of material changes to this Arbitration Agreement at least 30 days before they become effective.You may reject future changes to the Arbitration Agreement by emailingadmin@totum.coach within 30 days after you receive notice, including your name, email address associated with your account. Otherwise, you’ll be bound by the change, and the modified Arbitration Agreement shall apply to all Disputes between you and Totum, including those arising before the effective date of the changes, but excluding any claims pending in arbitration (or court, if permitted) as of the effective date. If you reject a change, you’ll be bound by the most recent version of theArbitration Agreement before the change you rejected.I. Choice of Law and Forum. Totum is based in Florida, so if there are claims between you and Totum that aren’t subject to arbitration, you and Totum each agree to litigate those claims exclusively in state or federal court in Orange County, Florida, and to submit to the personal jurisdiction of those courts. The exception is if you file in small claims court–you can do that in the county of your residence. Except as prohibited by law, these Terms, and all disputes between us, shall be governed exclusively by Florida law, without regard to conflict-of-law rules, and U.S. federal law (including the Federal Arbitration Act). For clarity, this Section 11.I will continue to apply even if you validly opt out of arbitration under Section 11.G.

‍11. Utilizing TotumAs and end-user, you may interact with coaches through a variety of services as well as the Totum tooling. These tools include activity tracking, recommendations and nutrition tools. By utilizing these elements of Totum, you acknowledge and agree that:A. These interactive elements on Totum (including services provided by Coaches)are recommendations are not a diagnostic tool or medical device;B. Totum should not be used for the diagnosis, prevention, monitoring, treatment, alleviation, cure or mitigation of any disease, health or medical condition, injury, disability or physiological or pathological process or state;C. any recommendations provided through Totum or Coaches on Totum are not intended to be a substitute for professional medical advice, diagnosis or treatment and you should (i) review and consider the appropriateness of such recommendations before implementing them; and (ii) discuss questions about any medical condition or health concern with your physician or other suitable medical professional;D. you are solely responsible and liable for the information you input into Totum, and you understand that the accuracy, suitability and safety of the tracking and recommendations generated by may be negatively impacted if the information you input is inaccurate or misleading; andE. Totum makes no representations, warranties or guarantees regarding the accuracy of health and nutritional information provided through Totum or itsCoaches. All such information is sourced from Coaches, medical journals and in the case of nutrition tracking, third party food vendors and restaurants.

‍12. Special Consents and AcknowledgementsYOU ACKNOWLEDGE AND AGREE THAT:

A. IF YOU HAVE AN EMERGENCY, HAVE AN URGENT HEALTH CONCERN ORNEED TO OBTAIN MEDICAL ADVICE, YOU SHOULD REFRAIN FROM USING THE SERVICE AND SHOULD IMMEDIATELY CONTACT YOUR PHYSICIAN OR GO TO THE NEAREST HOSPITAL;

B. THE INFORMATION CONTAINED WITHIN THE SERVICE AND THE CONTENT(AS DEFINED BELOW) IS INTENDED TO BE GENERAL IN NATURE,NOTHING CONTAINED WITHIN THE SERVICE OR THE CONTENT CONSTITUTES MEDICAL ADVICE AND YOU SHOULD NOT RELY ON ANYTHING CONTAINED WITHIN THE SERVICE OR THE CONTENT AS A SUBSTITUTE FOR APPROPRIATE AND TIMELY CONTACT WITH YOUR PHYSICIAN;

C. TOTUM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO: (I) CONTENT FORMING PART OF OR PROVIDED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION WORK-OUT PLANS, EXERCISE VIDEOS, AND OTHER SIMILAR CONTENT, WHETHER OR NOT PROVIDED BY OR ON BEHALF OF TOTUM; OR (II) ANY COACH USERS YOU INTERACT WITH THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING WITHOUT LIMITATION THEIR QUALITY, EXPERTISE,EDUCATION OR LEVEL OF CERTIFICATION;

D. INTERACTIONS WITH COACH USERS THROUGH THE SERVICE OR OTHERWISE ARE AT YOUR SOLE DISCRETION AND RISK;

E. YOU SHOULD NEVER CHANGE OR STOP ANY COURSE OF MEDICAL TREATMENT WITHOUT FIRST CONSULTING YOUR PHYSICIAN; ANDF. PARTICIPATING IN AN EXERCISE PROGRAM OR DIET CAN CAUSE INJURY,AND YOU ELECT TO DO SO ENTIRELY AT YOUR OWN RISK.

‍13. Processing of Funds

‍A. Accepting Payments
A. Certain Coach Users have elected to utilize the Service to process payments related to goods or services offered by them to End Users through theService (the “Integrated Payments Service”). Processing of payments for goods or services you receive from a Coach User (“Coach User Payments”)through the Integrated Payments Service is provided by Totum throughStripe. By providing your credit card or bank account details when making aCoach User Payment, you authorize us to provide this information to thePayment Processors. You acknowledge and agree that Stripe’s terms and conditions will govern your relationship and interactions with that PaymentProcessor and that our terms and policies do not govern with regard to the processing of your payment by any of the Payment Processors, and that we have no liability arising from your use of or access to any PaymentProcessor’s services. We are not responsible for any errors by any PaymentProcessor.

B. Coaches withdrawing collected funds will be conducted through the CoachingPanel and in Coach Mode on the mobile app. When requesting a withdrawal,Totum uses Plaid to validate your banking information to adhere to financial laws. Totum utilizes Fenix for the ACH transfer in conjunction with Plaid to facilitate the transfer to your designated bank account.

C. By agreeing to these terms, end-users acknowledge that purchasing services from Coaches is a singular transaction made between 2 parties independent of Totum. Totum will not be responsible for the delivery of these services outside of the facilitation of the software.

D. By agreeing to these terms, Coaches acknowledge and accept that payments made by end-users will be added to their Totum wallet balance and held in aTotum owned account. Making a withdrawal will initiate a transfer from Totum to the Coach’s account successfully verified by Plaid.

B. Processing Payouts
A. Totum uses Plaid Inc. (“Plaid”) to gather your data from financial institutions.By using the Service, you grant Totum and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from your relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid end user privacy policy.

B. Totum also uses Finix to process your ACH funds transfers from Totum to your bank account. Finix works with Plaid to relay your secured personal and financial information from your relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Finix privacy policy.

‍14. Referral Benefits
‍A. Coaches have the ability to refer other coaches to the platform utilizing their unique referral code. These codes can be utilized by a Coach to promote Totum and will receive a fee placed in their Totum account. This amount can be withdrawn to the Coach’s wallet for disbursement to the Coach’s bank account.Totum retains the right to hold these amounts until conditions have been met by the referred Coach.

B. In order to receive the referral fee, the referred person must purchase a plan.

‍15. Coach Equity Accounts
‍A. Totum may provide Coaches a balance to their equity accounts. These accounts are benefits from Totum to Coaches so that Coaches may participate in the success of Totum. This is a community and Totum wants to allow early adopters to share in its success.

B. Equity accounts are not shares in the company and do not grant the recipient any benefits to company ownership.

C. Equity accounts are cash accounts aligned with the valuation of the company and in no way are tied to the capitalization table or ownership.

D. Totum reserves the right to adjust Coach equity accounts as it sees fit.

E. Totum reserves the right to make Coach equity funds ineligible and eligible for withdrawal in conjunction with company performance at its sole discretion.

F. For coaches to maintain equity eligibility, the Coach must maintain the following:
A. Must maintain and an active membership, defined as:
A. 12 month paid subscription without interruption. An interruption is defined as any failed payment during the first 12 months after initial account creation.
B. Must maintain an operational studio, defined as:
A. Minimum 3 categories of content with 4 pieces of content per category.
B. 2 paid subscription listings.
C. 2 paid service listings.
D. Average 5 paying clients per month.
E. Average monthly revenue of $250.

G. Failure to maintain an active membership as defined above, the Coach will forfeit the balance of their equity account, and will be ineligible for future equity opportunities.

‍16. Trainer’s Release of Liability
‍A. By acknowledging and accepting these terms and conditions, as a user of Totum, including Coaches on the platform, you are accepting the following release waiver.

‍TRAINER’S RELEASE OF LIABILITY
I. THE PARTIES. This Informed Consent and Assumption of Risk and Release ofLiability (“Release”) is made on the Effective Date of this Agreement and entered between:
‍
Client: User accepting the Totum Terms and Conditions and
‍
Totum: Totum LLC and individual Coaches on the Totum Platform.
‍
Sessions: Instructed coaching, consumption of content, or interaction with any element on the Totum platform.

‍II. INFORMED CONSENT. The Client acknowledges, certifies, and accepts the following:

‍Physical Condition. That they are of adequate physical condition to participate in exercise despite any current medical conditions they may possess.

‍Assumption of Risk. That they assume the risk of physical injury from any advice, instruction, or action conducted during or as a result of a Session with Totum.

‍Reporting Discomfort. That any discomfort, distress, or uncomfortable feelings will be immediately brought to the attention of Totum Coaches when engaging in instructed behavior.

‍Indemnification. That they will NOT hold the Coach or Totum, affiliates, agents, or any other entity or individual connected to them, either directly or indirectly, liable for any result from the Sessions.

‍Responsibility. That they, the Client, assume all responsibility for a Client’s participation in the Sessions.

TOTUM Sales Bonus Program Eligibility:

• To be eligible for the TOTUM Sales Bonus Program, users must sign up for TOTUM by 11:59:59 EST September 30, 2024.
• This program applies to sales (Billing) made through the TOTUM platform during the remaining calendar year 2024 (“Period of Performance”).

Bonus Structure:
• Eligible users will receive a 50% bonus on the total sales they process through TOTUM during Period of Performance.
• The bonus accrual period runs during the Period of Performance, with the total bonus amount calculated based on sales processed by the user during that time.

Payout Schedule:
• The 50% bonus will be paid out over 12 months throughout the calendar year 2025.
• Each month in 2025, the user will be eligible to cash out 1/12 of their total accrued bonus balance, provided certain conditions are met (see “Monthly Payout Conditions”).

Monthly Payout Conditions:
• To qualify for the monthly payout of 1/12 of the bonus, the user must meet 80% of their average monthly billing from the Period of Performance.
• The average monthly billing is calculated by dividing the total sales made through TOTUM during the Period of Performance. In a partial month, the average for that month will be calculated with a daily average x days in that month.
• If the user does not meet 80% of their average monthly billing for any given month in 2025, the corresponding 1/12 portion of the bonus for that month will be forfeited.

Forfeiture and Loss of Bonus:
• Failure to meet the required 80% of the monthly billing average in 2025 will result in the loss of that month’s bonus portion. The forfeited portion cannot be recovered in future months.
• If at any point the coach user allows their account to become cancelled (for whatever reason including but not limited to lack of payment, failed payment, manual cancellation, or any other reason), the user forfeits their right to accumulated earnings.
• If fraudulent activity is identified (i.e. a coach runs processes payments to themselves), all accumulated earnings are forfeited and TOTUM reserves the right to ban the coach from the platform.

Additional Terms:
• TOTUM reserves the right to audit sales transactions to ensure accuracy and eligibility for the bonus program.
• Users must comply with all TOTUM terms of service and platform guidelines to remain eligible for the bonus.
• TOTUM may modify or cancel the Sales Bonus Program at any time, but changes will not affect any bonuses already accrued before the modification.

By participating in this program, users agree to these terms and conditions. For further information or inquiries, please contact TOTUM's customer support.