FOCUS ACADEMY PARTICIPATION AGREEMENT

LAST UPDATED ON JANUARY 3, 2020

Welcome, and thank you for your interest in Focus Educational Services, LLC (“​Focus​”, “​we​”, “​our​,” or “​us​”) and our Focus Academy website at http://www.dramyspoelstra.com/ (the “​Site​”), our mobile application (the “​App​”), and any and all related websites, networks, embeddable widgets, downloadable software, mobile applications (including tablet applications), and other services, information, materials, devices and products we provide to you (collectively, our “​Focus Academy Service​”).

These Terms of Service (these “​Terms​”) are a legally binding contract between you and Focus regarding your access to and use of the Focus Academy Service. PLEASE READ THESE TERMS CAREFULLY. BY USING THE SITE OR BY CLICKING A BUTTON OR CHECKING A BOX MARKED “I ACCEPT” (OR SOMETHING SIMILAR), DOWNLOADING OUR APP, OR OTHERWISE ACCESSING OR USING THE FOCUS ACADEMY SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT, AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS, AS MODIFIED OR AMENDED BY FOCUS FROM TIME TO TIME, AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN FOCUS’ PRIVACY POLICY, LOCATED AT www.dramyspoelstra.com_, incorporated herein by reference. If you are not eligible to use the Focus Academy Service as described herein, or do not agree to these Terms or the Privacy Policy, then you must not access or use the Site or the Focus Academy Service.

You acknowledge and agree that, as provided in greater detail in these Terms:

• ●  Focus may make unilateral modifications to these Terms in our sole discretion without notice.

• ●  Focus will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period.

• ●  From time to time, we may restrict access to some parts of the Site, or the entire Site, to Users (as defined below), including registered Users.

• ●  The App is licensed, not sold to you, and you may use the Focus Academy Service only as set forth in these Terms.

• ●  Your use of the Focus Academy Service may be subject to separate third-party terms of service and fees, including, without limitation, the terms of service and data, SMS, MMS, and other fees of your mobile network operator (the “​Carrier​”), which are your sole responsibility.

• ●  Focus is not a healthcare provider and does not provide you any healthcare advice through the Focus Academy Service, however Focus through the Focus Academy Service may connect you with a Provider (as defined below).

• ●  You are solely responsible for determining whether the use of any information obtained from Focus is within the scope of your professional license(s).

• ●  The Focus Academy Service is provided “as is” without warranties of any kind and Focus’ liability to you is limited.

1. Use of Our Focus Academy Service.

1. Eligibility​. This is a contract between you and Focus. By accepting these Terms, you

   represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have previously taken our Focus Level One and Focus Level Two seminars; (c) you have not previously been suspended or removed from the Focus Academy Service; and
   (d) your registration and your use of the Focus Academy Service is in compliance with all applicable laws and regulations. If you are using the Focus Academy Service on behalf of an entity, organization, or company, you represent and warrant that you are an authorized representative of the entity and that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

2. Focus Academy Service​. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Focus Academy Service and the Focus Materials (as defined in Section 13) solely for the express uses described herein. Focus reserves all rights not expressly granted herein in the Focus Academy Service and the Focus Materials. Focus may terminate this license at any time for any or no reason. Even after your license to access and use the Focus Academy Service and the Focus Materials is terminated, these Terms, including all of your obligations under these Terms prior to such termination, will remain in full force and effect and will govern any and all disputes arising out of your access and use of the Focus Academy Service and the Focus Materials.

3. Accounts and Registration​. Subject to your eligibility to use the Focus Academy Service and compliance with these Terms, you may access the Focus Academy Service. Some features of the Focus Academy Service may be available without registration; however, to access most features of the Focus Academy Service, you must register for an account. If you open an account on behalf of a company, organization, or other entity, then “you” includes you and that entity. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected] Furthermore, Focus reserves the right to take any and all action, as it deems necessary, regarding the security of our Focus Academy Service and your account and password information. Under no circumstances shall any of Focus or its officers, directors, employees, consultants, subsidiaries, agents, and affiliated individuals or entities, including the Providers and/or any professional corporation that employs or contracts with any

Providers (collectively, the “​Focus Entities​”) be held liable to you for any liabilities or damages resulting from your failure to comply with these Terms, including any failure by you to keep your account and password or other information secure.

4. Participation Certificate and Marketing Materials​. Subject to the terms and conditions of these Terms, Focus grants to you the non-exclusive, limited, non-transferable, freely revocable license to display at your place of business a Participation Certificate supplied by Focus indicating that you are a subscriber to the Focus Academy Service, and Focus may supply certain marketing materials that you may make available at your place of business relating to the Focus Academy Service.

5. Brain Blossom. TM The Focus Academy Service and Focus Materials may include information about the Brain BlossomTM program and your ability to inform individuals about Brain BlossomTM. You understand and agree that Brain BlossomTM is an online brain and body exercise and educational program, and that it is not meant to diagnose or treat any health condition or diagnosis. You agree not to describe Brain BlossomTM as treatment, and when communicating with individuals about Brain BlossomTM, you agree to use the Brain BlossomTM materials provided by Focus.

6. Prohibited Conduct​. BY USING THE FOCUS ACADEMY SERVICE YOU AGREE NOT TO:

   1. use the Focus Academy Service to compete with Focus’ business;

   2. use the Focus Academy Service for any illegal purpose or in violation of any applicable law or regulation, including, without limitation, any local, state, national, or international law;

   3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property or privacy right;

   4. post, upload, or distribute any User Content (as defined in Section 7) or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

   5. interfere with security-related features of the Focus Academy Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Focus Academy Service except to the extent that the activity is expressly permitted by applicable law;

   6. interfere with the operation of the Focus Academy Service or any user’s enjoyment of the Focus Academy Service, including by: (i) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Focus Academy Service; (iii) attempting to collect personal information about another user or third party without consent; (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Focus Academy Service; (v) violating any regulation, policy, or procedure of any network, equipment, or server; or (vi)

manipulating or otherwise displaying the Focus Academy Service by using framing, mirroring or similar navigational technology;

7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Focus Academy Service account without permission, or falsifying your age or date of birth or any other information provided or submitted to the Focus Academy Service;

8. sell or otherwise transfer the access granted under these Terms or any Focus Materials; or

9. attempt to do any of the acts described in this Section, or assist or permit any person in engaging in any of the acts described in this Section.

2. Mobile Software​. You must be at least (18) years of age to use the Site. By accepting these Terms, you represent and warrant to us that: (a) you are at least (18) years of age; (b) you have not previously been suspended or removed from the Site; (c) your use of the Site is in compliance with all applicable laws and regulations; and (d) all information you provide or submit through the Site will be truthful, accurate and complete. If you are using the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

1. Mobile Software​. We may make available software to access the Focus Academy Service via a mobile device (“​Mobile Software​”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Focus does not provide you with equipment to use the App and does not warrant that the Mobile Software will be compatible with your mobile device. You may use mobile data in connection with the Mobile Software and may incur additional charges from your wireless provider for these services. You are responsible for complying with any third-party terms of service and paying all fees charged by third parties to access and use the App, including, without limitation, the payment of all applicable fees associated with any Carrier service plan you use in connection with your use of the Focus Academy Service (such as data, SMS, MMS, roaming, and other applicable fees charged by the Carrier). You agree that you are solely responsible for any such charges. Focus hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software on mobile devices owned or leased solely by you, and in accordance with the features made available to you. You may not: (a) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (c) make any copies of the Mobile Software; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (e) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Focus

may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Focus or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Focus reserves all rights not expressly granted under these Terms. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Focus Academy Service

2. Enrollment in Focus’ SMS or Text Messaging Services​. We may offer you the chance to enroll to receive SMS/text messages from Focus regarding account-related news and alerts and/or offers for Focus products and services. By enrolling in Focus’s SMS/text messaging service, you agree to receive text messages from Focus to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase. To unsubscribe from text messages at any time, reply to the message you received with the text STOP. You consent that following such a request to unsubscribe, you may receive one final text message from Focus confirming your request. For help under this section, contact us at [email protected]

3. Q&A Services​. As part of the Focus Academy Service, Focus may facilitate certain question and answer (Q&A) consultations between you and one or more licensed healthcare providers (each, a “​Provider​”) to ask questions regarding cases that you have with your patients. We act as a technology platform to connect you with Providers who may be available to provide you with certain non-emergency advice; however, Focus is not itself a healthcare provider, and the Providers are solely responsible for providing you with any healthcare advice that you receive via the Focus Academy Service. We do not control or interfere with the practice of healthcare by Providers, each of whom is responsible for the professional services he or she provides. By accepting these Terms and by using the Focus Academy Service, you are soliciting healthcare advice solely from one or more Provider(s) and not Focus. The information provided by Focus as part of the Focus Materials and through the Focus Academy Service is for general informational purposes only. None of the Focus Materials should be considered healthcare advice or an endorsement, representation or warranty that any particular medication or treatment is safe, appropriate, or effective for you or your patients.

1. Privacy Policy​. Focus understands the importance of confidentiality and privacy regarding your information. Please see our Privacy Policy at www.dramyspoelstra.com_ for a description of how we may collect, use and disclose your personal information. By accepting these Terms, in addition to any other applicable privacy notices, you acknowledge and agree that you have read and understand our Privacy Policy.

2. Pricing, Charges, and Payment Terms.

   1. Pricing and Payment Terms.​ If you elect to use paid aspects of the Focus Academy

      Service, you agree to the pricing and payment terms as set forth in your account or made available to you online. Focus may add new services for additional fees and charges and to add or amend fees and charges for existing services. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.

   2. If you pay for any part of the Focus Academy Service by credit card, you hereby authorize Focus, or a third party appointed by Focus, to bill and charge the credit card indicated in your registration information for any fees and other amounts that may become due and payable.

   3. Automatic Renewal​. IF YOU HAVE SELECTED TO PAY FOR THE FOCUS ACADEMY SERVICE ON A MONTHLY BASIS, UNLESS YOU NOTIFY US IN WRITING BY EMAILING [email protected] BEFORE A CHARGE THAT YOU WANT TO CANCEL OR THAT DO NOT WANT THE FOCUS ACADEMY SERVICE TO AUTO RENEW, YOU UNDERSTAND AND AGREE THAT YOUR MONTHLY CHARGES, AT THE FEES SET FORTH IN YOUR ACCOUNT OR MADE AVAILABLE TO YOU ONLINE, WILL AUTOMATICALLY RENEW ON A CONTINUOUS MONTHLY BASIS AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE MONTHLY FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

   4. Refunds​. You may cancel your request for the Focus Academy Service or account within fourteen (14) calendar days after registering for the Service and you may receive a refund for the Focus Academy Services for which you paid (the “​Refund Period​”). All refunds will be sent by check and will be processed within four to six (4 – 6) weeks of your request. To request a refund within the Refund Period, you must email [email protected] and include a mailing address where a refund check can be mailed. You may cancel your account as set forth in these Terms, however there are no refunds for cancellation besides those described herein under the Refund Period. In the event that we suspend or terminate your account or these Terms, you understand and agree that you shall receive no refund.

2. Access and Connectivity​. You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Focus Academy Service) to enable use of the Focus Academy Service. Focus reserves the right to change the access configuration, including any software, hardware or other requirements of the Focus Academy Service at any time without prior notice.

3. User Content​.

1. User Content Generally​. Certain features of the Focus Academy Service may permit users to upload content to the Focus Academy Service (including without limitation the Focus Academy portal), including messages, reviews, photos, video, images, folders, data, text, and other types of works (“​User Content​”) and to publish User Content on the Focus Academy Service.

2. Limited License Grant to Focus​. By posting or publishing User Content, you hereby grant Focus and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Focus’ use of your User Content will be without any compensation paid to you.

3. Limited License Grant to Other Users​. By posting and sharing User Content with another user of the Focus Academy Service, you grant that user a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Focus Academy Service.

4. User Content Representations and Warranties​. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:

   1. you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions, to control, use, and to authorize Focus and users of the Focus Academy Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 7 and in the manner contemplated by Focus, the Focus Academy Service, and these Terms; and

   2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Focus to violate any law or regulation.

5. User Content Disclaimer​. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Focus may, however, at any time and without prior notice, screen, refuse to post, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. Focus may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. You understand that when using the Focus Academy Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Focus with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If

notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Focus does not permit copyright-infringing activities on the Service. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Focus Academy Service. YOU WAIVE AND HOLD HARMLESS FOCUS AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES]DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review all material before it is posted on the Focus Academy Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

4. Digital Millennium Copyright Act​.
1. DMCA Notification​. We comply with the provisions of the Digital Millennium

Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Focus Academy Service, you may contact our Designated Agent at the following address:

Focus Educational Services, LLC

217 Westest Sunset Avenue

Coeur d’Alene, Idaho 83815

[email protected]
Any notice alleging that materials hosted by or distributed through the Service infringe

intellectual property rights must include the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

2. a description of the copyright-protected work or other intellectual property right that you claim has been infringed;

3. a description of the material that you claim is infringing and where it is located on the Service;

4. your address, telephone number, and email address;

5. a statement by you that you have a good-faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and

f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

2. Repeat Infringers​. Focus will promptly terminate without notice the accounts of users that are determined by Focus to be “repeat infringers.” A repeat infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least twice.

5. Third-Party Services and Linked Websites​. The Focus Academy Service may also allow you to display, use, include or make available content, data, information, applications or materials from third parties (“​Third Party Materials​”). By requesting an import of Third Party Materials, you agree that we may import that information from the applicable third-party service. Focus may also provide tools through the Focus Academy Service that enable you to export information, including User Content, to third-party services. By requesting an export of information, including User Content, to third-party services, you agree that we may export that information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service’s use of information you provide or information you export or disclose. When you use any Third Party Materials or third-party services, you do so at your own risk and you understand and agree that you are solely responsible for reading, understanding, and complying with any terms of use and/or privacy policies that apply to such third parties and Privacy Policy. The Focus Academy Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. Focus is not responsible or liable for the availability, reliability, content, functions, accuracy, legality, appropriateness, services, materials or any other aspect of such Third Party Materials or third-party websites that link to or from the Service or are otherwise referenced in the Service. Focus also does not accept any responsibility for technical failures or for unauthorized access of user transmissions by any third parties. If you choose to use Third Party Materials and third-party websites together with the Focus Academy Service, such use is entirely at your discretion and risk.

6. Termination of Use; Discontinuation and Modification of the Service​. If you violate any provision of these Terms, your permission from us to use the Focus Academy Service will terminate automatically. In addition, Focus may in its sole discretion terminate your user account on the Focus Academy Service or suspend or terminate your access to the Focus Academy Service at any time, with or without notice. We also reserve the right to modify or discontinue the Focus Academy Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Focus Academy Service or any suspension or termination of your access to or use of the Focus Academy Service. You may terminate your account at any time by contacting customer service at [email protected] If you terminate your account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Focus Academy Service incurred prior to termination.

7. Additional Terms​. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Focus Academy Service or certain features of the Focus Academy Service that we may post on or link to from the Focus Academy Service (the “​Additional Terms​”), such as end-user license agreements for any downloadable software applications, or

rules that are applicable to a particular feature or content on the Focus Academy Service. All

Additional Terms are incorporated by this reference into, and made a part of, these Terms.

8. Modification of these Terms​. We reserve the right, at our sole discretion, to change or update

   these Terms from time to time. Please check these Terms periodically for changes or updates. Immaterial modifications are effective upon publication. If a change or update to these Terms materially modifies your rights or obligations, we will update the “last updated” date at the top of this page and make reasonable efforts to notify you that material changes have been made to the Terms. Your continued use of the Service after any such change or update constitutes your acceptance of the new Terms. If you do not agree to any of these Terms or any future Terms, do not use or access (or continue to access) the Service.

9. Ownership; Proprietary Rights​. The Site and the Focus Academy Service are owned and operated by Focus. The visual interfaces, graphics, names, logos, marks, content (other than User Content), design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Focus Academy Service (“​Focus Materials​”) provided by Focus are protected by intellectual property and other laws. All Focus Materials contained in the Focus Academy Service and all trademarks, service marks, copyrights and any and all other intellectual property rights and proprietary material related thereto are, and will remain, the exclusive property of Focus or our third-party licensors. Except as expressly authorized by Focus, you may not make use of the Focus Materials. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the Focus Materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Focus reserves all rights to the Focus Materials not granted expressly in these Terms.

10. Indemnity​. You agree that you will be responsible for your use of the Focus Academy Service, and you agree to defend and indemnify the Focus Entities from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Focus Academy Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

11. Disclaimers; No Warranties​.
WHILE THE FOCUS ACADEMY SERVICE PROVIDES ACCESS TO CERTAIN

PROVIDERS FOR NON-EMERGENCY MEDICAL CARE, FOCUS IS NOT A HEALTHCARE PROVIDER AND CANNOT AND DOES NOT DIAGNOSE OR TREAT HEALTH CONDITIONS. FOCUS PROVIDES NO ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT USED BY THE PROVIDERS IS OR WILL BE SAFE, EFFECTIVE OR APPROPRIATE FOR

YOU OR YOUR PATIENTS. FOCUS IS NOT RESPONSIBLE FOR DETERMINING WHETHER YOUR USE OF ANY INFORMATION OR MATERIALS, OR TREATMENT OR DIAGNOSIS, IS WITHIN THE LEGAL SCOPE OF ANY PROFESSIONAL LICENSES THAT YOU HOLD. YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR PRACTICE WITHIN THE LEGAL SCOPE OF YOUR LICENSE(S).

THE SERVICE AND ALL FOCUS MATERIALS AND CONTENT AVAILABLE THROUGH THE FOCUS ACADEMY SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT ALLOWED BY LAW, THE FOCUS ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE FOCUS ACADEMY SERVICE AND ALL FOCUS MATERIALS AND CONTENT AVAILABLE THROUGH THE FOCUS ACADEMY SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE FOCUS ENTITIES DO NOT WARRANT THAT THE FOCUS ACADEMY SERVICE OR ANY PORTION OF THE SERVICE, OR ANY FOCUS MATERIALS OR CONTENT OFFERED THROUGH THE FOCUS ACADEMY SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE FOCUS ACADEMY SERVICE OR ANY FOCUS MATERIALS OR CONTENT AVAILABLE THROUGH THE FOCUS ACADEMY SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE FOCUS ENTITIES OR THE FOCUS ACADEMY SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR ACCESS TO, USE OR MISUSE OF, OR INABILITY TO USE THE FOCUS ACADEMY SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY FOCUS MATERIALS OR CONTENT AVAILABLE THROUGH THE FOCUS ACADEMY SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE FOCUS ACADEMY SERVICE, AND ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN FOCUS MATERIALS OR CONTENT THROUGH THE FOCUS ACADEMY SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE FOCUS ACADEMY SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE

SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED BY LAW.

12. Limitation of Liability​.
IN NO EVENT WILL THE FOCUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT,

INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE FOCUS ACADEMY SERVICE OR ANY FOCUS MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY FOCUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE FOCUS ENTITIES TO YOU, FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE USE OF OR ANY INABILITY TO USE, ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO FOCUS FOR ACCESS TO AND USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS (USD $1,000.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. TO THE EXTENT THAT WE MAY NOT LIMIT OUR LIABILITIES, THE EXTENT OF SUCH LIABILITIES WILL BE THE MINIMUM PERMITTED BY LAW.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Disagreements between Users​.
You alone are responsible for your communications, interactions, agreements, representations,

promises or any other involvement with other users of the Focus Academy Service (“​Users​”). Focus reserves the right, but has no obligation, to monitor disagreements between you and other Users. If you have a dispute with one or more Users, you irrevocably and forever release the Focus Entities from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

14. Governing Law​. These Terms are governed by the laws of the State of Idaho without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and Focus agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Coeur d’Alene, Idaho for the purpose of litigating any dispute. We operate the Focus Academy Service from our offices in Idaho, and we make no representation that Focus Materials included in the Focus Academy Service are appropriate or available for use in other locations.

15. General​. These Terms, the Privacy Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Focus regarding your use of the Focus Academy Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive.

16. Consent to Electronic Communications​. By using the Focus Academy Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

ATTENDEE PARTICIPATION AGREEMENT FOCUS LEVEL ONE AND FOCUS LEVEL TWO SEMINARS

BY REGISTERING FOR AND/OR ATTENDING, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS.

By registering for and/or attending the Focus Level One and/or Focus Level Two Seminar (the “Event”), and in consideration of the opportunity to participate in the Event, the registered attendee (“you”) agrees to these terms, which form a legal contract (the “Contract”) between Focus Educational Services, LLC ("Focus"), and you.

1. Event admission

   1.1. ​Termination​. You acknowledge that Focus reserves the right to request your removal from the Event if Focus, in its sole discretion, considers your presence and/or behavior to create a disruption or to hinder the Event and/or the enjoyment of the Event by other attendees or speakers.

   1.2. ​Media​. By attending the Event, you acknowledge and hereby grant to Focus the right at the Event to record, film, photograph or capture your likeness in any media now available and hereafter developed and to distribute, broadcast, use or otherwise globally to disseminate, in perpetuity, such media without compensation and any further approval from you or any payment to you. This grant to Focus includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use and/or disseminate the media. Any such recordings, film, or photographs are the property of Focus and may not be used for any publication purposes without Focus’s written permission.

   1.3. ​Event Content​. You acknowledge and agree that Focus, in its sole discretion, reserves the right to change any and all aspects of the Event, including but not limited to, the Event name, themes, content, program, speakers, performers, hosts, moderators, and time.

2. Fee(s)​. The payment of the applicable fee(s) for the Event is due upon registration. If such payment is insufficient or declined for any reason Focus may refuse to admit you to the Event and shall have no liability in that regard.

3. Substitution and cancellation policy​. If you cancel within 48 hours of you registering for the Event, you will be eligible for a refund. If you cancel beyond the 48 hour window, you will not be eligible for a refund.

4. Intellectual property​. All intellectual property rights in and to the Event, the Event content and all materials distributed at or in connection with the Event are owned by Focus. You may not use, modify, or reproduce or allow anyone to use, modify, or reproduce any trademarks appearing at the Event, including but not limited to the trademarks FocusTM, Neuro-Deflective DisordersTM and Neuro-Deflective RetrainingTM. Any materials distributed at or in connection with the Event may be used solely by you, the attendee of the Event. You agree not to reproduce, modify, distribute, create derivative works, or allow anyone else access to the content of the Event for any reason without the prior written permission of Focus. Additionally, you agree not to write any articles, teach or present in any workshops, seminars, conferences or other similar events about any concepts, procedures, or ideas taught at the Event without prior written authorization from Focus.

5. Warranties and limitation of liability

5.1. Focus gives no warranties in respect of any aspect of the Event or any materials related thereto or offered at the Event and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness and merchantability. Neither Focus nor its affiliates can accept any responsibility or liability for reliance by you or any person on any aspect of the Event and/or any information provided at the Event.

5.2. Other than to the extent required as a matter of law: (i) neither Focus nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Event or other aspect related thereto or in connection with this Agreement.

5.3. The maximum aggregate liability of Focus for any claim in any way connected with therewith or this Agreement whether in contract, tort or otherwise (including any negligent act or omission) shall be limited to the amount paid by you to Focus under this Agreement to attend the Event.

6. Hold Harmless​. You hold Focus harmless from all claims for injury to or the death of any person, and for damage to or the loss of any property arising out of or attributed directly or indirectly to the your attendance at the Event and the operations or omissions of Focus. You hereby agree to indemnify Focus for all damage to property belonging to Focus resulting from any of your acts or omissions.

7. Not Medical Advice​. The Event may offer general health-related information for educational purposes only. The information furnished at the Event is not intended to be professional advice that replaces consultation with a qualified health care professional. Your reliance on information and content obtained at or through the Event is solely at your own risk. Focus does not assume any liability or responsibility for damage or injury (including death) to you or other persons arising from any use of information, ideas or instruction contained in the Event or provided by Focus.

8. Governing law and jurisdiction​. This Agreement shall be governed by the laws of the State of Idaho and the parties shall submit to the exclusive jurisdiction of the Idaho courts.

9. Miscellaneous​. You further acknowledge that no promises, inducements, or agreements not herein express have been made, that this Contract contains the entire agreement between you and Focus, and that this Contract shall be binding on you and your and assigns.