ALI KATES & CO. LLC TERMS AND CONDITIONS *

ALI KATES & CO. LLC This Agreement was agreed to on the (“the Effective Date” of the Agreement) and its provisions and terms become g binding on the Effective Date= date of purchase.

Parties: Name: Ali Kates doing business as Ali Kates & Co LLC or designee and collectively referred to here as “Ali” Email: hello@alikates.co

and "Client"

the purchaser of the course Collectively, the above Parties, persons or entities entering into this Agreement will be referred to as “the Parties." PURPOSE OF THE AGREEMENT Client hereby purchases SONONA HEALING RETREAT as detailed in this Agreement.

Ali has agreed to provide those Services to Client. TERMS Ali shall provide Client with the following services on a one time basis (herein known as “Services”): 1. SONOMA HEALING RETREAT and all content inside the retreat.

2. COST The total cost of all Services Ali agrees to provide to Client the Sonoma healing retreat at total cost of $1953(Bella bungalow) (the “Total Cost”) payable at the time Client clicks yes to this Agreement. There are no refunds. Total Cost includes all Ali’s Services, any setup time, travel time and out-of-pocket costs, software licenses, administrative fees, assistance, subcontractor costs and expenses related to the fulfillment of the coursework. The onetime fee does not include additional time or add ons that the client might purchase.

3.FEES When the Client requests additional time with Ali over and above the time allotted for the Program, Ali’s hourly rate is $450 per hour. Client agrees to prepay for each additional session which will be scheduled.

4. LATE FEES If Ali does not receive payment from Client within fourteen calendar days of any payment date, Ali may then to terminate all further Services, retain all monies paid and Client will then be responsible for all remaining charges under the Agreement. receive payment. Should it become necessary for Ali to initiate legal action to obtain payments due under this Agreement, Client agrees that she/he/they will be obligated to pay Ali’s legal fees and costs, regardless of the outcome.

5. PARTIES’ OBLIGATIONS 5. 1 Client Obligations. In addition to the “Coaching & Mentoring Client Policies” set forth below, Client agrees that she/he/they accepts full responsibility for the use, outcome and success of the Services; shall always interact with Ali in a professional and civil manner and is solely responsible for her/his/their own financial, emotional, psychological and medical well-being. 5.2. Ali’s Obligations. Ali agrees to deliver the Services to Client with reasonable care and skill. If Ali has to cancel a Session, then she shall use her best endeavors to provide Client with as much notice as possible and reschedule the Session.

6. CONFIDENTIALITY Ali and Client will treat and hold all information of or relating to this Agreement, the Services provided and the materials provided in strict confidence and Client will use none of this information except in connection with fulfilling this Agreement, and, if this Agreement is terminated, Client agrees to return all such information, including account access information, and any copies to Ali and will remain bound to the Confidentiality provision. Confidential information (herein “Confidential Information”) means information of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement. Further, neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement. The obligations set out above shall not apply where it is necessary for either Party to disclose in connection with legal proceedings, prospective legal proceedings, to allow a Party to obtain legal advice, or where either Party has been directed to do so by a court or compelled to do so by legal process. This Agreement imposes no obligation upon the Parties regarding any Confidential Information possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

7. RELATIONSHIPS OF THE PARTIES Ali and any related designees, sub-contractors are not employees, partners or members of any of Client or her/his/their affiliates, companies or organizations. Ali has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. Ali may hire assistants, subcontractors, or employees to provide Client with the Services. Parties are individually and separately responsible for their own separate business operations, if any, and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying any benefits, Workers Compensation, insurance, or unemployment fees to Ali. Ali is not a licensed health care or mental health professional under any state or federal licensing agency or body. Client understands and agrees that Ali is a coach and may, where it is deemed appropriate, refer Client to licensed health care providers. Client also understands that Ali is not providing medical, psychotherapy or psychiatric services and she is not diagnosing any condition which may require licensure with the California Medical Board, the California Board of Psychology or the California Board of Behavioral Sciences or any other entity requiring licensure.

8. INTELLECTUAL PROPERTY Ali retains the ownership of its copyright in any content of course materials, video trainings or bonus training under federal copyright law (Chapter 17, Section 201-02, of the United States Code.) Any and all work produced in connection with, or in fulfilling this Agreement, are expressly and solely owned by Ali. Ali grants to Client a nontransferable, non-exclusive, royalty-free license of designs and content produced with and for Client for the specific and sole purpose of fulfilling the Services detailed in this Agreement. The license granted shall terminate upon completion of Services. Any unauthorized use of the design or content, such as using the design or content for other purposes than those specified herein, will result in additional fees and/or royalty payments to Ali. Client understands her business and agrees not to infringe upon or Ali’s intellectual property except for the fulfillment of the Services as set forth here.

9. ASSUMPTION OF RISK Client expressly assumes all risks associated with undertaking this Agreement and specifically acknowledges and accepts the “Coaching & Mentoring Client Policies” set forth below as a material part of this Agreement. Client confirms that she/he has thoroughly reviewed the nature of Ali’s work and the nature and scope of her Services. Ali will use reasonable efforts and good faith to provide Client with Services. Client understands and agrees that: ● Every client and final delivery of Services are different reflecting different budgets and needs. ● Ali is a coach with a unique vision, with an ever-evolving style and technique. ● Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors, including her/his/their background, dedication, desire, and motivation. We make no guarantee, representation, or warranty with respect to the Services provided.

10. LIMIT OF LIABILITY Client agrees that the maximum amount of damages she/he/they is/are entitled to in any claim of or relating to this Agreement or Services provided herein will not exceed the total of all amounts paid by Client for Services provided for in this Agreement.

11.INDEMNIFICATION Client agrees to fully indemnify, defend and hold harmless Ali and her employees, agents and independent contractors for any injury, property damage, liability, claim (including claims made by Client against Ali) or other cause of action arising out of or related to Services provided, including, but not limited to, attorneys’ fees and costs. Client understands Ali retains the right to select her own attorneys and experts to defend any claims even if they charge at a higher rate than Client considers reasonable.

12.NON-DISPARAGEMENT The Parties agree not to make public or private defamatory, disparaging, or critical statements about the other Party because such statements could materially harm Client’s ongoing work and the reputation or business activities of any Party to this Agreement including but not limited to disparaging comments about the Services provided for in this Agreement.

13. FORCE MAJEURE No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligations ), when and to the extent such failure or delay is caused by or results from acts beyond the a party’s control, including, but not limited to, the following force majeure events : (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Parties shall give Notice within two calendar days of the Force Majeure Event to the other Party, stating the period of time the Event is expected to continue. The Parties shall use diligent efforts to cooperate to end the failure or delay and ensure the effects of such Force Majeure Event are minimized as to any effect on the Services provided for herein. The Party effected by the Event (the Impacted Party) shall resume the performance of her/his/their obligations when reasonably practicable after the removal of the cause. If the Impacted Party’s failure or delay remains uncured for a period of seven (7) days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice.

14. HEALTH & SAFETY Client further understands that she/he/they are required to comply with all health and safety laws, directives, and rules and regulations, including those related to the COVID19 virus. Client expressly agrees that during any event/session Client shall not: be under the influence of any alcohol, marijuana, hallucinogens or narcotics, carry weapons or firearms, appear for a live, in person meeting after exposure to severe contagious illness, or request Ali do anything illegal or unsafe for herself or any other person. Under these circumstances, Ali reserves the right to end service immediately and/or leave the session or event. Ali may retain all monies paid and Client agrees to relieve and hold Ali harmless because of an incomplete event or session.

15. GOVERNING LAW The laws of California govern all matters arising under or relating to this Agreement, including torts.

16. NOTICE Parties shall provide effective notice (“Notice”) to each other, including any payments or invoices, via either of these methods of delivery at the date and time which the Notice is sent: ● Email Ali 's Email: hello@alikates.co Client’s Email: email signed up for retreat with

17. SEVERABILITY If any portion of this Agreement is deemed illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

18. AMENDMENTS The Parties may amend this Agreement only by the Parties’ written agreement after reasonable written Notice.

19. ASSIGNMENTS Client may not assign or delegate any rights or obligations in this Agreement without Ali’s written agreement after reasonable Notice.

20. NO GUARANTEES. Client acknowledges and understands that Ali makes no representation, guarantees, or warranties about the outcome for the Services provided for Client.

21. DISPUTE RESOLUTION. In the event of any and all disputes arising out of this Agreement which the Parties are unable to resolve through our good faith efforts, upon receipt of written notice by either Party, both Parties agrees the dispute shall be submitted to a mutually agreed upon mediator or a mediation service. The Parties agree to a good faith attempt at resolution through mediation as a precondition to any further proceedings of any kind and the failure to initiate mediation and make a good faith attempt at resolution shall be a full and complete defense to any further proceedings and arbitration. If the Parties are unable to resolve the dispute through mediation, the Parties agree to submit the dispute to binding arbitration before a judicial arbitration and mediation services, the American Arbitration Association, or a similar arbitration service selected by both Parties. The decision of the Arbitrator shall be binding and conclusive. Judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. Client acknowledges and agrees that by signing this contract, Client is choosing to make a knowing and voluntary waiver of any right to a civil trial, including a civil jury trial, and all rights associated therewith. If Client files any civil action related to this contract, the contract and this provision may be used to compel binding arbitration instead. The costs of any mediation or arbitration shall paid by Client. The Parties further agree that all matters pertaining to the resolution of any dispute shall be and remain strictly confidential except to the extent necessary for undertaking the mediation, arbitration, or lawful enforcement of any binding arbitration judgment. The Parties agree that the venue for any mediation or arbitration proceedings arising out of this Agreement shall be in California. If the dispute is resolved through mediation, Ali will be entitled to all costs and attorneys' fees incurred by her in resolving or settling the dispute, in addition to any other relief to which she may be entitled.

22. GENERAL 22.1. The failure of either Party to actively enforce any provision of this Agreement shall not constitute a waiver, diminution, or limitation of any right (including any enforcement rights). 22.2. This Agreement represents the entire agreement between us and supersedes all other negotiations, drafts, correspondence, and discussions and any implications arising from any testimonials or service summaries from alikates.com prior to the date this Agreement is signed. 22.3. Client agrees that no other representations have been made by Ali to induce Client into purchasing the Services and no modification to this Agreement shall be effective unless in writing and signed by both Parties.

BY CLIENT CLICKING “AGREE TO TERMS” ON THE CHECKOUT PAGE FOR SONOMA HEALING RETREAT WARRANTS THAT SHE/HE/THEY HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ABIDE BY ITS TERMS DURING THE PROFESSIONAL RELATIONSHIP AND CLIENT ACKNOWLEDGES THAT SHE/HE/THEY HAVE HAD THE OPPORTUNITY TO HAVE THIS AGREEMENT REVIEWED BY OTHERS AND THAT CLIENT FULLY UNDERSTANDS AND AGREES TO ITS PROVISIONS AND THE LEGAL SIGNIFICANCE THEREOF. COACHING & MENTORING CLIENT POLICIES AND COMMITMENTS

1. As a client, I understand and agree that I am fully responsible for my physical, medical, mental, and emotional well-being during my coaching/mentoring sessions, including my choices and decisions. I am aware that I can choose to discontinue coaching/mentoring at any time upon reasonable Notice. 2. I understand that coaching/mentoring is a Professional-Client relationship I have with my coach designed to facilitate the creation/development of personal, professional, or business goals and to develop and carry out a strategy/plan for achieving those goals. 3. I understand that coaching/mentoring is a comprehensive process that may involve all areas of my life, including work, finances, health, relationships, education, and recreation. I acknowledge that deciding how to handle these issues, incorporate coaching/mentoring into those areas, and implement my choices is exclusively my responsibility. I also understand and agree that healing is sometimes difficult and challenging and may include some exploration of dark or difficult subjective material. If I find myself feeling low or moody, I will confide that to Ali and work toward ensuring such material is addressed by a qualified and licensed health care professional. 4. I understand that coaching/mentoring does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association, the American Psychological Association, the California Business and Professions Code or any applicable health and safety codes or regulations. I understand that coaching/mentoring is not a substitute for counseling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment and I will not use it in place or instead of any form of diagnosis, treatment, or therapy. 5. I promise that if I am in therapy or otherwise under the care of a mental health professional, that I have consulted with the mental health care provider regarding the advisability of working with a coach/mentor and this person knows my decision to proceed with the coaching/mentoring relationship. 6. Except as set forth herein, information related to my Services will be held as confidential unless I state otherwise, in writing, or as required by law. 7. I acknowledge and consent to Ali sharing topics related to our work anonymously (without disclosing my identity) and hypothetically with other coaching professionals for training OR consultation purposes. 8. I understand that coaching/mentoring is not to be a substitute for professional advice by legal, medical, financial, business, spiritual or other qualified professionals. I will seek independent professional guidance for legal, medical, financial, business, spiritual or other matters. I understand that all decisions in these areas are exclusively mine and I acknowledge that my decisions and my actions regarding them are my sole responsibility. 9. I understand that payment for all coaching/mentoring sessions is due as provided for herein or, at the latest, at the end of each session unless other previous arrangements have been agreed to. I also understand and agree that any deposit or initial payment is non-refundable to me should I discontinue coaching/mentoring. 10. I understand that between sessions I will be able to communicate briefly with my coach/mentor at their discretion. This communication can be by text, email, or phone call to ask questions or receive feedback on session materials or homework and may be subject to an additional charge at Ali’s hourly rate. 11. I understand that if I arrive late for my session, the original ending time for the session will be observed. 12. I understand that if I must reschedule or cancel a session, I must give notice as required in this Agreement of at least 12 hours or I will be charged the full fee for the session and forfeit the scheduled session. I acknowledge that I have read and understood the Coaching & Mentoring Client Policies and fully and freely accept and agree to each and every provision. I have had the opportunity to consult with an attorney or other advisor and based on my review and my consultations with separate neutral persons, I understand the nature, purpose and significance and the legal effect of the Policies and without any coercion, freely and voluntarily enter into the Agreement and accept the Policies.