RED’S TACTICAL TRAINING TERMS AND CONDITIONS. These Red’s Tactical Training Terms and Conditions (“Terms and Conditions”) are applicable to any individual or entity entering into a training relationship with Red’s Tactical Training, a Utah limited liability company (“RTT”). Such individual or entity is referred to herein as “Client” or “you.” 1. Program. RTT shall provide you certain virtual assessment, training, and/or fitness services and additional benefits (“Program”). 2. Client Commitment. You agree to show up and participate in the Program. Your results will be directly dependent on your level of engagement in the Program. 3. Cancellation Policy. You agree that it is your responsibility to notify RTT of your desire to cancel or reschedule a virtual session at least 48 hours in advance. All missed sessions will be assessed RTT’s then-current cancellation fee, which is subject to change. RTT may elect to cancel and reschedule a virtual session at any time. 4. Fees and Payments. All payments are due at the time of booking or purchase. Your participation is non-refundable. All fees must be paid in one lump sum in advance except for monthly plans. All monthly plans will be billed at the beginning of the month and no refunds will be given for cancellations in the middle of a billing cycle. All monthly resources are available to you only so long as you are a currently-paying client. 5. Termination; Early Termination Fee. Either party may terminate the Program at any time. In the event you terminate prior to the end of the Program, any previously paid amounts shall be non-refundable. If RTT elects to terminate a virtual session due to your inappropriate language or behavior, you acknowledge that your virtual session cannot be offered to another client and full payment of the fee represents fair and reasonable compensation to RTT for the lost opportunity to offer that session to another client (which amounts shall be payable as liquidated damages for Client’s early termination, and not as a penalty). Notwithstanding anything to the contrary, RTT may terminate the Program if Client fails to pay any amount when due hereunder and such failure continues for five (5) days. In the event RTT (in its sole discretion) determines your needs cannot be fulfilled by the Program, RTT may give you notice of termination and issue a full refund. Termination for good cause may be permitted on a case-by-case basis in RTT’s sole discretion. 6. Use of Images and Testimonials. You hereby grant RTT the right to use any and all images and texts as client testimonials, etc., in RTT’s marketing materials, Facebook groups, Instagram posts, etc, unless you specifically request in writing that certain photos or texts not be used or only be used anonymously. 7. Third Party Websites and Apps. Your participation on Zoom, HEP2Go, Stan Store, YouTube, Facebook, Instagram, and any other app or third-party website used during the Program is subject to those third-party companies’ additional terms of use. You agree to adhere to the terms of use of any website or app you use to access the RTT Program or communicate with RTT. 8. Intellectual Property. The Intellectual Property included in the Program shall be owned exclusively by RTT. RTT hereby grants Client a license to use, reproduce, and distribute all Intellectual Property in the Program free of additional charge for personal purposes and only to the extent necessary to participate in the Program. “Intellectual Property” means all intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know-how, and other confidential information, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product and other materials that are delivered to Client under these Terms and Conditions or prepared by or on behalf of RTT in the course of delivering the Program. 9. Content Standards. These content standards apply to any and all contributions you make to the Program via a third-party website or app such as Zoom as well as any communications you have with RTT or any other user, client, or invitee of RTT. Your contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, your contributions must not: a. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. b. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. c. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. d. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions. e. Be likely to deceive any person. f. Promote any illegal activity, or advocate, promote, or assist any unlawful act. g. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. h. Impersonate any person, or misrepresent your identity or affiliation with any person or organization. i. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. j. Give the impression that they emanate from or are endorsed by RTT or any other person or entity, if this is not the case. 10. Technical Requirements. For all live virtual sessions and recorded videos, you understand and agree that you will be expected to have the proper technology (Zoom or other app) installed on your fully-charged device and be prepared to join the virtual session at the designated start time. You must provide a clear camera image, have a functioning microphone, be able to access any relevant equipment, move based on given instructions, and have a stable internet connection with no excessive background noise. 11. Confidentiality. Your participation in the Program, as well as all information (documented or verbal) that you share with RTT as part of this relationship (collectively, “Confidential Information”) will be held in confidence. However, please be aware that the trainer-client relationship is not subject to the protection of any legally recognized privilege. Except as set forth in Section 6 above, and to the extent within its control, RTT agrees not to disclose any information pertaining to you without your written consent, nor will they disclose your name as a reference without your consent. “Confidential Information” does not include information that: (a) was in RTT’s possession prior to its being furnished by you; (b) is generally known to the public; (c) is obtained by RTT from a third party, without breach of any obligation owed to you; (d) is independently developed by RTT without use of or reference to your Confidential Information; (e) RTT is required by statute, lawfully issued subpoena, or by court order to disclose; (f) is disclosed to RTT and as a result of such disclosure RTT reasonably believes there to be an imminent or likely risk of danger or harm to you or others; or (g) involves illegal activity. You should also be aware that telephone, email and videoconference (including, but not limited to, Zoom) are not encrypted methods of communication, and some confidentiality risk exists with their use. 12. No Medical Advice; No Physical Therapy Services. You acknowledge and agree that, while Haley O’Connor is a licensed physical therapist in the State of Utah, she is not practicing licensed physical therapy services in any capacity as part of the Program. Any portions of the Program provided by Haley O’Connor are provided solely for educational purposes and to achieve the outcomes of the Program, and shall not constitute the provision of medical or physical therapy services or advice or create a doctor-patient or physical therapist-patient relationship in any way. You acknowledge and understand that the Program is not intended to directly treat injuries or provide physical therapy or rehabilitation of any kind. 13. Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL RTT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PROGRAM, MATERIALS, ANY THIRD PARTY WEBSITES OR APPS USED IN CONNECTION WITH THE PROGRAM, OR ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. The limitation of liability set out above does not apply to liability resulting from RTT’s gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 14. Assumption of Risk. By agreeing to these Terms and Conditions, you agree to the following statement: “I am aware that the Program involves many risks, dangers and hazards, and that injuries are a common and ordinary occurrence. These risks, dangers, and hazards include, but are not limited to: mechanical failure of technology and equipment; failure to exercise safely or within one’s own ability; allergy or other adverse reactions to food or beverage (including consumption of alcoholic beverages); darkness; lack of hydration; and NEGLIGENCE ON THE PART OF RTT, INCLUDING, BUT NOT LIMITED TO, THE FAILURE ON THE PART OF RTT TO SAFEGUARD OR PROTECT ME FROM THE RISKS, DANGERS AND HAZARDS OF THE PROGRAM. I am also aware that the risks, dangers and hazards referred to above exist throughout the area I may use for the Program, and that many risks may be unmarked. I am voluntarily participating in the Program. I freely accept and fully assume all such risks, dangers and hazards and the possibility of personal injury, death, or property damage and loss resulting therefrom due to any cause whatsoever and without limitation. I understand that THE SOLE RESPONSIBILITY FOR MY PERSONAL SAFETY REMAINS WITH ME.” 15. Indemnification. You agree to defend, indemnify, and hold harmless RTT, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any loss, damage, expense or injury (including, but not limited to, accident, injury, paralysis, theft, loss, damage, or even death) that you may suffer, or that your spouse, heirs, next of kin, any legal and personal representatives, or successors and assigns, may suffer, resulting from your participation in the Program, DUE TO ANY CAUSE WHATSOEVER, INCLUDING NEGLIGENCE (IN THE ACT OR OMISSION), BREACH OF CONTRACT, OR BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE ON THE PART OF RTT, AND ALSO INCLUDING THE FAILURE ON THE PART OF RTT TO SAFEGUARD OR PROTECT YOU FROM THE RISKS, DANGERS, AND HAZARDS OF THE ACTIVITIES, and also including, but not limited to, your user contributions, any use of Program content, material, services, and products other than as expressly authorized in these Terms and Conditions, or your use of any information obtained from the Program. 16. Disclaimer of Warranties. You understand that RTT cannot and does not guarantee results, performance, outcomes, or progress of any kind. You are responsible for your own health and should speak to your primary care physician and/or any other relevant medical professionals before beginning any kind of rehabilitation or exercise program. 17. TO THE FULLEST EXTENT PROVIDED BY LAW, RTT WILL NOT BE LIABLE FOR ANY LOSS, INJURY, HARM, OR OTHERWISE THAT OCCURS FROM YOUR PARTICIPATION IN THE PROGRAM. YOUR USE OF THE PROGRAM, ITS CONTENT OR MATERIALS, THIRD PARTY WEBSITES AND APPS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE PROGRAM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER RTT NOR ANY PERSON ASSOCIATED WITH RTT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PROGRAM, ITS CONTENTS, OR ANY THIRD PARTY WEBSITE OR APP. WITHOUT LIMITING THE FOREGOING, NEITHER RTT NOR ANYONE ASSOCIATED WITH RTT REPRESENTS OR WARRANTS THAT THE PROGRAM, ITS CONTENTS, OR ANY THIRD PARTY WEBSITE OR APP WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS, OR THAT ANY SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PROVIDED BY LAW, RTT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 18. Acknowledgement Regarding Health and Safety. By agreeing to these Terms and Conditions, you agree to the following statement: “I hereby declare myself to be physically sound and suffering from no condition, impairment, disease, or other illness that would prevent my participation in the Program. No medical professional has advised me against participating in the Program. I acknowledge that I have been advised to practice appropriate safety precautions while exercising. I undertake and agree to remove myself from participation if I sense or observe any unusual hazard or unsafe condition, or if, at any time, I feel unable or unfit to safely continue for any reason.” 19. Medical Expenses. You hereby consent to receive medical treatment which may be deemed necessary in the event of any illness, accident, or injury, or medical emergency resulting from or in connection with your participation in the Program and understand that you are solely responsible for all costs related to such medical treatment, medical transportation, and/or evacuation. 20. Governing Law and Jurisdiction. All matters relating to the Program, these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, although RTT retains the right to bring any suit, action, or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 21. Waiver and Severability. No waiver by RTT of any term or condition set out in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of RTT to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect. 22. Entire Agreement. These Terms and Conditions constitute the sole and entire agreement between you and RTT regarding the Program and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral