1. Description of Services.

Josthrive Consulting agrees to develop and provide the services outlined in this agreement.

2. Delivery of Work

Josthrive Consulting and Client agree that the Services shall be provided on such dates and at such locations as the parties hereto in good faith mutually agree to.

3. Methodology

In providing the Services, Josthrive Consulting will employ a range of methodologies to suit the Client’s personal values and style. Client agrees to be open-minded and partake in methods proposed. Client understands that Josthrive Consulting makes no guarantees as to the outcome of the Services.

4. Credit Card Authorization

Client acknowledges that Josthrive Consulting in consideration for the Services will charge the credit card chosen by Client on the dates and for the amounts specified by Josthrive Consulting.

5. Compensation

Client agrees to compensate Josthrive Consulting according to the payment schedule as offered by Josthrive Consulting. The parties hereto agree that Client’s failure to make or permit payments will cause irreparable harm to Josthrive Consulting for which damages would be difficult, if not impossible, to measure, including expenses incurred in connection with losses resulting from any delay. Accordingly, as liquidated damages for losses reasonably expected to be incurred (and not as a penalty) Josthrive Consulting shall charge a 5% (five­ percent) late penalty to all balances that are not paid when due.

6. Refunds

Upon execution of this Agreement, Client shall be responsible for the payment amounts, on the payment dates, as offered by Josthrive Consulting. If Client cancels any Service on the scheduled date for any reason whatsoever, Client shall not be entitled to a refund.

7. Chargebacks and Payment Security

To the extent that Client provides Josthrive Consulting with credit card information for payment on Client’s account, Josthrive Consulting shall be authorized to charge Client’s credit card(s) for any unpaid charges. If Client uses a multiple ­payment plans to make payments to Josthrive Consulting, Josthrive Consulting shall be authorized to make all charges at the time they are due and is not required to seek separate authorization to do so. Client hereby agrees not to make any chargebacks to Josthrive Consulting’s account. Client further agrees it shall not cancel the credit card provided as security without concurrent notice to Josthrive Consulting at the time such credit card is canceled and the furnishing of replacement credit card information. Client is responsible for any fees associated with recouping payment on chargebacks and any other fees in connection with Josthrive Consulting’s collection of payment hereunder.

8. Failed Payments

In the event, Client fails to make any of the payments within the time prescribed, Josthrive Consulting has the right to immediately cease all work until payment in full is paid. Also, should payment fail to be made within 30 days of the due date, in addition to all other amounts due hereunder, interest on the unpaid balance will accrue at a rate of 1% per month.

9. No Transfer of Intellectual Property

Josthrive Consulting ’s original materials shall be provided to the Client for Client’s individual use only. Client shall not be authorized to use any of Josthrive Consulting ’s intellectual property for Client’s business purposes. All intellectual property, including Josthrive Consulting ’s course materials, shall remain the sole property of Josthrive Consulting. No license to sell or distribute Josthrive Consulting ’s materials is granted or implied. Transfer and distribution of Josthrive Consulting’s materials are prohibited.

10. No Distribution of Services

Client agrees not to reproduce, duplicate, copy, share, sell, distribute, trade or otherwise disseminate or exploit for any purposes any portion of the Services or any other goods and services provided in connection therewith (including course materials), including but not limited to permitting any third party access to the Services or any other goods and services provided in connection therewith (including course materials).

11. Confidentiality

Any and all information shared by Client will be held confidential by Josthrive Consulting. This includes all discussions and any written materials. Furthermore, no information will be released to any other individual or agency without the specific consent of Client, unless specifically required by law or if there exists a danger of harm to Client or someone else. Josthrive Consulting will make every effort to safeguard personal information, however, there may be situations whereby Josthrive Consulting is not appropriate for the individual/company to provide services and Client may need to be referred to another consulting agency.

Josthrive Consulting has the right to use case studies of Client’s situations and results or Client testimonials in future work but without referring to Client’s identity. Client will always be contacted for notification before any case study or testimonial being published. Client will not be identified by full name.

12. Good Faith

Each party hereto represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

13. Agreement between Josthrive Consulting and Client

Client agrees to not withhold any information necessary for Josthrive Consulting to provide the Services or that could prevent the sessions from running fluidly. Client agrees to be open, present, and prepared to fully participate in receiving the Services.

14. Disclaimer of Guarantee

CLIENT ACCEPTS AND AGREES THAT CLIENT IS 100% RESPONSIBLE FOR CLIENT’S PROGRESS AND RESULTS FROM THE SERVICES. CLIENT ACCEPTS AND AGREES THAT CLIENT IS THE ONE VITAL ELEMENT TO SUCCESS AND THAT JOSTHRIVE CONSULTING CANNOT CONTROL CLIENT. JOSTHRIVE CONSULTING MAKES NO GUARANTEE OR WARRANTY THAT THE PROGRAM WILL MEET CLIENT’S REQUIREMENTS OR THAT ALL CLIENTS WILL ACHIEVE THE SAME RESULTS.

16. Termination

In the event that Client is in arrears of payment or otherwise in default of this agreement, all payments due hereunder for Services and other goods and services provided or to be provided by Josthrive Consulting to Client shall immediately become due and payable. Josthrive Consulting shall be allowed to immediately collect all such sums from Client and, at Josthrive Consulting’s option, terminate providing further services to Client and/or this agreement. In the event that Client is in arrears of payments to Josthrive Consulting, Client shall be barred from using any of Josthrive Consulting’s services. In addition, Josthrive Consulting may, at any time and without cause, terminate this agreement, at which time any and all amounts representing Services and other goods and services actually provided by Josthrive Consulting to Client shall immediately become due and payable.

17. Indemnification

Client shall defend, indemnify, and hold harmless Josthrive Consulting and its employees, affiliates, agents, representatives, successors and assigns from and against any and all liabilities and expense whatsoever ­ including without limitation, claims, damages, losses, judgments, awards, settlements, investigations, costs, attorney’s fees, disbursements and any other liabilities which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the Services and other goods and services in connection herewith. Client hereby agrees that Josthrive Consulting’s employees, affiliates, representatives, successors, and assigns shall not be liable for any acts or omissions of Josthrive Consulting.

18. Miscellaneous

Client may not assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of Josthrive Consulting. Any attempt by Client to assign or otherwise transfer this Agreement without such consent will be null and void and of no force and effect. Subject to the foregoing, this agreement shall be binding upon and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

If for any reason any provision of this agreement is held to be invalid or unenforceable, that provision of this agreement will be enforced to the maximum extent permissible and the other provisions of this agreement will remain in full force and effect.

Any modification or amendment of any provision of this agreement will be effective only if in writing and signed by duly authorized representatives of the parties hereto. None of the provisions of this agreement shall be deemed to have been waived by any act or acquiescence by either party, its agents, or employees, but only by an instrument in writing signed by a duly authorized representative of such party. No waiver of any provision of this agreement shall constitute a waiver of any other provisions or of the same provision on any other occasion.

Neither party will be responsible for any failure or delay in performing any of its obligations under this agreement (other than the obligation to pay money when due) due to causes beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action. Any failure to perform that is excused pursuant to this paragraph shall be cured as soon as is reasonably practical by the non­performing party, but such failure shall not exceed thirty days from the date of notice of failure.

The parties are independent contractors and neither this agreement nor any provision hereof shall be deemed to create any relationship of a joint venture, partnership, franchise, employment, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

This agreement contains the complete understanding and agreement of the parties hereto and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. This agreement may be executed in multiple counterparts, all of which, taken together, shall constitute one and the same instrument.

All schedules attached to this agreement will be deemed a part of this agreement and incorporated herein by reference. The term “agreement” refers to this Service Agreement and all of the schedules attached hereto.

Each party represents and warrants that, on the date written and signed below, they are authorized to enter into this Agreement

19. Informed Consent

1. I, the client, volunteer to be consulted by Josthrive Consulting.

2. I will keep an open mind, do my best, and be on time for consulting sessions- and so willJosthrive Consulting.

3. Everything I say or write to Josthrive Consulting is strictly confidential unless I disclose that I am about to harm myself or another person (or do something that is against the law).

4. If I have to cancel a session, I will do my best to give Josthrive Consulting as much notice as possible. We will do our best to reschedule. I understand that all my sessions will expire 180 days from receipt of payment, whether I’ve used them or not.

5. I take responsibility for myself, my health, and my success!