CLW MEMBERSHIP AGREEMENT

Effective Date: June 26, 2025

PLEASE READ CAREFULLY. By checking the “I agree” box and clicking “Join Membership”, you (“Member,” “you,” or “your”) agree to be bound by these Terms and Conditions (“Terms”), and any other referenced Courtney Little Wellness “CLW” Membership, LLC (“CLW” or “Company”) policies. The Member and the Company are individually referred to as “Party” and may be collectively referred to as the “Parties.”

WHEREAS, Company offers the CLW Membership (“Membership”) provided by Company to the Member; 

WHEREAS, the Member seeks to join Company’s Membership and gain access to health and wellness resources provided by Company;

NOW, THEREFORE, by signing up with Company, and in consideration of the foregoing, of the mutual covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. MEMBERSHIP

Includes:

• Access to digital materials, including but not limited to, video lessons, downloadable resources, audios, recipes, and related content in the fields of:
1. Fitness
2. Nervous system regulation
3. Weightloss
4. Health and wellness
• Exclusive discounts to health and wellness testing and professional grade supplements

Does Not Include:

• Any one-on-one coaching, personalized health, or medical care.
• Direct access to Courtney or her team.
• Medical advice, diagnosis, or treatment.

1. MEDICAL ADVICE AND HEALTH DISCLAIMER

The Membership, materials, advice, and recommendations contained within this program and on this website (the “Materials”) are provided solely for general educational and informational purposes. Use of this program and any information contained herein is entirely at the user’s discretion and risk.

You should always consult your physician, licensed healthcare provider, or qualified medical professional before beginning any program or applying any advice that could impact your physical or mental health. By choosing to use this information without prior medical consultation, you acknowledge and accept full responsibility for your actions and agree to release and hold harmless the creators, contributors, employees, contractors, and affiliates of this program from any liability or damages that may arise from your use of the information.

The Materials are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Users should not rely solely on the content provided in this program or on this website to make health-related decisions. All specific medical questions or concerns should be directed to your personal healthcare provider.

The creators of this program reserve the right to update or change the information provided at any time without notice. We are not responsible for the content of any third-party websites or links that may be referenced within the program or on our website.

No guarantees are made regarding the outcomes you may experience from using the information provided. Results vary for each individual and depend on a wide range of personal factors, including but not limited to your background, health status, lifestyle, motivation, and level of commitment.

1. COMMUNICATION
   Members may communicate with the Company via email for general inquiries; however, the CLW Membership does not include direct or guaranteed access to Courtney Little or her team for personalized support. Any messages sent by Member are not considered part of one-on-one coaching or medical consultation, and responses, if any, will be provided at the Company’s discretion. To work with Courtney and/or her team, Members must book an appointment using the booking link provided within the membership.
   
   
2. INVESTMENT
   The investment for the Membership is in accordance with the current price available at https://www.courtneylittlewellness.com/clw-membership. You will pay the same price for the entirety of your membership unless your membership is terminated. Once your membership is cancelled, you may sign up again at any time at the then current rate. 

1. AUTHORIZATION AND LATE FEES
   By signing up for the Membership, You understand that your payment method will be charged on the same day each month. If your payment method is declined or payment is not successfully processed for any reason, your membership will be automatically cancelled immediately.
   
   
2. TERM & TERMINATION
• Term. Your membership begins on the date you submit payment and agree to this Membership Agreement and will continue for a period of twelve (12) months (the “Initial Term”). Once the Initial Term is complete, You will automatically continue on a month-to-month basis until you cancel your Membership.
• Cancellation. You may cancel your membership at any time by logging into your account and following the cancellation procedures or by contacting us at [email protected].
1. Cancellation will become effective at the end of your current billing cycle.
2. You will retain access to membership benefits until the end of your current paid term, after which no further charges will be incurred.
3. No partial refunds will be issued for unused time within a billing period unless otherwise required by law or specified in a separate written agreement.
• Company Termination Rights. Company reserves the right to suspend or terminate your membership and access to the platform at our sole discretion, with or without notice, if:
1. you violate these Terms or any related policies;
2. you misuse or abuse the platform or community;
3. your payment method is declined and not updated within 7 days; or
4. we discontinue the membership program altogether.
• Effect of Termination. Upon termination:
1. Your access to the member portal, content, events, and other benefits will be revoked.
2. All membership-related discounts, including but not limited to discounts on lab testing, supplements, and other products or services, will also end.
3. Any outstanding fees will become immediately due and payable.
4. The provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections on Intellectual Property, Disclaimers, Limitation of Liability, and Dispute Resolution.
• Modifications and Discontinuation. We may, at our discretion, modify or discontinue the membership program or any part of it. In the event of a complete discontinuation, we will provide you with at least 14 days' notice and a prorated refund for any unused portion of your current billing period.
  
  
3. CONFIDENTIALITY
   A. The Company may obtain access to information related to Client’s business that the Client considers to be confidential or proprietary. The Company will, unless having the written consent of the Client, (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the Client’s express prior written consent on a case-by-case basis.

1. Exceptions: The Company's obligations with respect to any portion of the Client Information as set forth above shall not apply when the Company can document that (i) it was in the public domain at the time it was communicated to the Company by the Client; (ii) it entered the public domain subsequent to the time it was communicated to the Company by the Client through no fault of the Company; (iii) it was in the Company's possession free of any obligation of confidence at the time it was communicated to the Company by the Client; or (iv) it was rightfully communicated to the Company free of any obligation of confidence subsequent to the time it was communicated to the Company by the Client.

• INTELLECTUAL PROPERTY RIGHTS
  All content provided by Company to Member (collectively, “Content“), including but not limited to, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, is Company’s property or the property of our licensors or licensees, and the compilation of the Content is our exclusive property, protected by United States and international copyright laws, treaties and conventions. 
  
  Any trademarks, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark”) maintained by Company are proprietary to us or our licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
  
  Company grants Member a limited license to access and make personal use of the Content. No Content or any other Internet site owned, operated, licensed, or controlled by Company may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that Member may download one (1) copy of the Content that Company makes available to Member for such purposes on a single computer for Member’s personal, noncommercial, home use only, provided that Member: (a) keep intact all copyright, trademark and other proprietary rights notices; (b) do not modify any of the Content; (c) do not use any Content in a manner that suggests an association with any of our products, services or brands; and (d) do not download Content so as to avoid future downloads. Member use of Content on any other website or computer environment is strictly prohibited.
  
  The license granted to Member does not include, and specifically excludes, any rights to: resell or make any commercial use of any Content; collect and use any product listings, descriptions, or prices; make any derivative use of the Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots, or similar data gathering and extraction tools. Member may not frame, or utilize framing techniques to enclose, any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our and each applicable owner’s express written consent. Any unauthorized use automatically terminates the license granted to Member hereunder. Member is granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page provided that the link does not portray us or our licensors or licensees, or their respective products or services, in a false, misleading, derogatory, or otherwise offensive matter. Member may not use any of our or any such party’s intellectual property as part of the link without our and each such party’s express written consent.
  
  

1. PERSONAL RESPONSIBILITY AND ASSUMPTION OF RISK
   Member acknowledges that it takes full responsibility for Member’s well-being and all decisions made before, during and after Member’s Program. Company has used care in preparing the information provided to Member, but all of the information, Programs, and services are made available to Member as marketing and business tools for Member’s own personal use and for informational and educational purposes only. Member accepts full responsibility for Member choices, actions, results, and expressly assumes the risks of the Program for Member use, or non-use, of the information provided to Member. Member also understands that they are expressly assuming all of the risks of the Program, whether or not such risks were created or exacerbated by the Program.
   
   
2. DISCLAIMER OF WARRANTIES; WAIVER
   The content from Company is provided “as is” and without warranty of any kind, expressed or implied. To the fullest extent permitted by applicable law, Company disclaims any and all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. Company does not warrant that the functions contained in any content (including, without limitation, user-generated content) will be uninterrupted or error-free, that defects will be corrected, or that the website or the servers that make such content available are free of viruses or other harmful components. Member assumes the entire cost of all necessary servicing, repair or correction of any of Member equipment or software. Company makes no representations or warranties regarding use, or the results of use, of any content, product or service contained on or offered, made available through, or otherwise related in any way to Member including, without limitation, any third party site or service linked to from Member and specifically, no representation or warranty of correctness, accuracy, completeness, reliability or safety). We cannot guarantee your future results and/or success. Nor can we guarantee that you maintain the results you experience if you do not continue following the program. We are not responsible for your actions.
3. LAB TEST KITS AND FOLLOW UP SERVICES 

Lab test kits offered through the CLW Membership include the testing materials and resulting lab reports only. The purchase of a lab test kit does not include any form of consultation, interpretation of results, or personalized recommendations. In order to receive a follow-up with a team member to review lab results and obtain wellness or supplement recommendations, the Member must schedule a consultation through the designated booking link available within the membership portal. Follow-up services are not included in the cost of the lab test kit and must be booked separately.

• NONCOMPETE

During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement, You will not coach, consult, or teach on the same or similar materials as are covered in this Program without written consent from Company. Company agrees not to unnecessarily withhold consent. If any portion of this section is deemed “unreasonable” or “unenforceable” the parties agree to revise, in good faith, this section so that it is “reasonable” or “enforceable.”

1. LIMITATION OF LIABILITY
   Under no circumstances will Company be liable to Member or any third-party for any direct, indirect, incidental, special or consequential damages (including lost profits), personal injury (including death) or property damage of any kind or nature whatsoever that arise out of or result from: (1) participation in this Membership or any content or functions thereof; or (2) any act or omission, online or offline, of any participant in this Membership or anyone else, even if Company has been advised of the possibility of such damages. In no event will Company’s total liability to Member for all loss, cost, damage, liability or expense (including attorneys’ fees and costs) that Member may suffer or incur, under any theory of liability, in contract, tort (including, but not limited to, negligence) or otherwise, exceed the lesser of the amount paid by Member, if any, for the right to access or participate in any activity related to this Membership.
   
   
2. FORCE MAJEURE
   Under no circumstances will Company be liable for any delay or failure in performance resulting, directly or indirectly, from any event of force majeure or other cause beyond Company’s control including, without limitation, acts of god, war, pandemics, equipment and technical failures, electrical power failures or fluctuations, strikes, labor disputes, riots, civil disturbances, shortages of labor or materials, natural disasters, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.  
   
   
3. INDEMNIFICATION
   Member, on behalf of Member’s heirs, next of kin, family members, estate, beneficiaries, executors, administrators and representatives (now, collectively, “Member”), agree to indemnify, defend and hold Company, and our licensors, licensees, successors, distributors, agents, representatives and other authorized users, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by Member of this Agreement. Member will use Member best efforts to cooperate with Company in the defense of any claim. Company reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by Member.
   
   
4. NOTICE
   All correspondence or notice required regarding the Program will be made to Company and to Member at the e-mail address provided during enrollment in the Program. Should the Member’s e-mail address or contact information change at any time throughout the course of the Program, it is the Member’s responsibility to update the contact information within seventy-two hours.
   
   
5. MODIFICATION OF AGREEMENT
   Any modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement will be binding only if evidenced in a writing signed by each Party. 
   
   
6. ASSIGNMENT
   Member may not assign, delegate, or transfer your membership, rights, or obligations under these Terms without the prior written consent of Company. Any attempted assignment by you in violation of this section shall be null and void. Company may freely assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets, or by operation of law.
   
   
7. NO WAIVER
   The failure to enforce any provision of this Agreement will not be construed as a waiver or limitation of the right to later enforce and compel strict compliance with every part of this Agreement.
   
   
8. EFFECT OF PARTIAL INVALIDITY
   The invalidity of any portion of this Agreement will not and will not be deemed to affect the validity of any other provision. In the event any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions will be deemed to be in full force and effect as if they had been executed by both Parties subsequent to the expungement of the invalid provision.
   
   
9. DISPUTE RESOLUTION
   Member and Company will do their best to work out any differences through a phone conversation or via email. However, should a dispute ever arise, Parties agree to submit to binding arbitration before a single arbitrator, selected jointly. Prior to seeking arbitration, Member must submit its complaint to Company with full details about the dissatisfaction with the Membership via e-mail to [email protected]. Member understands that the only remedy that can be awarded to Member through arbitration is a full refund of Member Payment made to date. No award of consequential or of any other type of damages may be granted. Any judgment on an arbitrator’s award, if made, is binding and may be entered into any court having the appropriate jurisdiction. By agreeing to these Terms, Member agrees to a modification of the statute of limitations such that any arbitration must be commenced within one (1) year of the date of the act, omission, or other conduct complained of as submitted in an e-mail or will otherwise be forfeited forever. Arbitration will be held in Essex County, Massachusetts and the prevailing party will be entitled to all reasonable attorney’s fees and costs necessary to enforce the Agreement.
   
   
10. NON-DISPARAGEMENT
    Member agrees not to engage in any conduct or communications, public or private, designed to disparage Company. Where requested by law or arbitration, of course, Member is not prohibited from sharing their thoughts and opinions as a part of the legal process. By signing this Agreement, both Member and Company are acknowledging that each has read, understands, and agrees to and accepts all of the terms of this Agreement. Member Program will not begin until this signed document has been received, and payment has been made.

1. GOVERNING LAW
   This Agreement will be governed by and construed in accordance with the laws of Massachusetts and the courts of Essex County will be the sole forum for resolving disputes hereunder.
   
2. ENTIRE AGREEMENT
   This Agreement constitutes the entire agreement between the Member and Company. By checking the box during purchase, Member confirms they have read and agree to the terms of this agreement in full.

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