TERMS AND CONDITIONS

Summary

This business uses informed consent. As a healthcare, consulting, training and coaching business for the general public and fellow professionals, we use informed consent to provide clarity.

General Summary: This business values global & human rights, including but not limited to yours and the owners. You are hiring TIWL dba Mishara D. Winston and she is excited to work reciprocally with you. Mishara D. Winston is not your legal employee. You are not an employee of this business. This business will not take your words or personal information and share it without your consent. You will not do this either. Mishara will follow through with the service according to the terms. You will pay according to the terms.

This business cannot guarantee exact life, medical or health outcomes. It does not claim to. This is not an emergency, urgent or crisis-based business. No service includes such in it’s scope. This business provides wellness education, coaching, training and specific healthcare of a non-emergent nature. The company and the client have full authority to enter into agreements and neither of us is liable to the other. We are entering into agreements with choice and freedom.

If a disaster happens, such as a tornado, strike, pandemic or change of law that prevents us from performing our duties in this agreement, we will not be violation if this disaster is outside of our control and the person(s) who are late in performing their duties are exercising their best efforts to fix the cause preventing them from performing according to the contract.

This business provides services clients. You agree to make it possible for the business to do this and pay for the services you’ve agreed to pay for. We will not share your confidential business without your consent. You will not take, sell or claim as your own: This business’ creative methods, models, style details, coaching insights or intellectual property without the businesses consent- because those are our intellectual gifts & confidential business.

You cannot take our company, take our name, copy our exact services and methods and start a business with them, give away information and details about our contracts or take over our website – because that’s just not kind.

Questions you may have are welccome. We value your knowledge about what is best for you.

Detailed Terms and Conditions

By browsing, making purchases, engaging face to face or scrolling his businesses social media properties, you agree to these terms and conditions

1. Disclaimer: All information offered on this website (the "Site") and social media properties is for informational, educational or entertainment purposes only. Information offered during any appointment is not a substitute for, nor does it constitute, professional medical, legal, or financial advice. This web site is maintained by Mishara D Winston (the "owner") in her personal capacity. The opinions expressed on this web site are the author's own and do not reflect the views of any organization with which the owner has a relationship.

2. Ownership of Work and Ideas: No part of this website or its contents may be reproduced excluding excerpts that share a link back to the stie  and “Mishara D. Winston”. Work may be licensed for non-commercial use by contacting the owner to obtain written permission together with an usage agreement. Work may not be licensed for commercial usage.

3. Content Attribution: Unless otherwise noted, all images, photographs, video clips, and other visual or written materials that appear as part of this web site are owned, controlled, or licensed by Mishara D. Winston. This website uses images of artworks or quotes from books, journals, and newspapers with fair use in mind, and always references authors, artists, and sources. If you are an artist, author, publisher, or agent representing material reproduced on this website, and you do not wish for it to be used, please contact the owner immediately.

4. Pricing & Payment: Services and products are paid for before receipt. . Refunds are not provided. Canceling creates a credit for the next booked service.   At the time of scheduling or purchase, client’s pay the full fee agreed upon rate .The list price constitutes the cost of the service, and is non-refundable.

5. Crisis: To Indy, With Love is not a health crisis small business. It does not provide urgent or emergency services.

6. We encourage clients to be present and ready to begin before appointments. If clients are not present by 10 minutes after the scheduled start time, the appointment will be canceled. Cancellations are not automatically garunteed as credits.

7. Subscription Programs : All participants are expected to adhere to these terms and conditions as well guidelines connected to subscription programs & services. Guidelines for subscription programs are listed on the relevant web pages.

8. Products There are no refunds on products. We do not accept returns.

9.  Harm: When you share your personal experiences with the staff of this business, staff seeks to keep your information private as outlined in these terms within the confidentiality and privacy sections. The exception is if the information shared would contribute to the harm of yourself, the harm of the community. This business supports healing and transformative justice.

10. Photography, Audio and Video: Visual and audio recordings will NOT be taken, posted or shared without the consent (ie. permission) of both people. No recordings will be made of clients, the owner or staff without the option to opt out either by communicating they are declining or not attending a particular experience. The business may record, post or share statements and activities Mishara makes or states personally that do not include the client’s words, personhood or thoughts. Clients agree not to record each other or the business experiences or services without permission.

11. Privacy: This website is hosted by squarespace and uses squarespaces privacy terms.  The business takes reasonable steps to keep electronic communication private. However, there is inherent risk in all forms of electronic communication. For example: Your private information can be unlawfully taken by third parties not under our control. Therefore this business , does not guarantee the security of  information transmitted via the internet, telephone, or text message. Any efforts you undertake to communicate with this business are done at your own risk.

This business respects your privacy and is committed to protecting any information connected to your visit to this website (the "Site). This page informs you of the Owner's policies regarding the collection, use, and disclosure of personal data when you use the Site and the choices you have associated with that data. This Privacy Policy is not intended to, nor does it, create any legal right on behalf of any party.

The Owner uses your data to provide and improve the Site. By using the Site, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in the terms and conditions.

12. Physical Activities: Body based activities are done indoors and outside include risk. By participating you are agreeing that you are physically fit to participate, have sufficiently prepared, have done personal research and / or asked questions about participation if you have any or have trained for such participation. You are agreeing that you are not being pressured or required to participate in any activity or any service against your will. You are agreeing you have not been advised to not participate by a qualified medical professional. And you are agreeing that there are no health-related reasons that add unnecessary risk to choosing to participate. Both the “indoors” and “outdoors” also includes temperature, animals, other people and conditions hat you as the client are agreeing may interact with you. You are agreeing to a waiver and consenting to before participating. By moving forward with participating the client is stating they understand these risks, can ask questions and can refuse.

13. Mental Wellness Coaching and social and emotional health education, courses and services offered are not licensed therapy: Client understands that this  emotional wellness coaching service is not being offered as a licensed medical or mental health therapy service even though Mishara is a professionally trained therapist. The client also agrees this coaching services is not a substitute for medical treatment or advice. Mishara cannot diagnose mental health experiences or conditions of brain functioning in this coaching relationship or as a part of this coaching service, even though she is trained, qualified and licensed to diagnose.

Together, both Company and Client shall be referred to as “Parties” in this Agreement.

In consideration of the promises contained within this Agreement, and intending to be legally bound, Client agrees to retain Company to perform mental wellness coaching services, it is agreed as follows:

1. SCOPE OF SERVICES (the “Services”)

Client desires to hire Company to provide services as defined below:

(a) One on one mental wellness coaching , online or in person experiences, education speaking, individual / institutional/ group consulting,  and other services related to social, mental and emotional wellness including :

(i) services face to face, electronic, video, via phone or via time spent completing tasks relating to the client

(ii) for the purpose of social and emotional wellness

(iii) to support client goals

(b) Additional services, beyond those described above, will require additional fees to be        discussed and agreed upon by the parties.

2. CLIENT DUTIES

(a) Compensation: In consideration for the services provided by Company to Client as set forth in paragraph above. Company reserves the right to withhold delivery of Services until all outstanding fees and assessed penalties are paid in full.

(b) Tools to be Provided by Client: Client agrees to provide all tools, information and documentation that may be required by Company to effectively perform said responsibilities in connection with the performance of services.

(c) Expenses: Client agrees to reimburse Company for expenses incurred by Company solely on Client’s behalf that have not been agreed upon as the responsibility of the company, such as travel expenses, and the like; provided, however, that any single expense or related group of expenses must first be approved by Client in writing, otherwise, Client will have no obligation to pay such expense. Company agrees to provide Client with a monthly expense invoice, and Client agrees to make payment to Company within thirty (30) days from date of delivery of said expense invoice to Client.

(d) Additional Client Duties: Client is expected to be fully present during services sessions, be responsive to requested deliverables in a timely manner, work with To Indy, With Love to prioritize their stated needs, and provide feedback on the service delivery.

3. TERM The term of this Agreement shall be exactly from Jan 2020 indefinitely.

4. CANCELLATION

Client may cancel this Agreement for any reason as long as agreed upon payment has been received for services rendered and ongoing work that was requested by the client. Cancellation of this Agreement by Client will not extinguish Client’s obligation to pay the monthly [or project] fee specified in Paragraph 2(a) through the last day of performance or the 7th day after notice is provided if a bill is outstanding, whichever comes later. In the event Client cancels this Agreement, Client will also remain obligated to pay all pre-approved expenses incurred by Company on Client’s behalf through the last day of performance or the 7th day after notice is provided, whichever comes later. Company may cancel this Agreement at any time for any reason by providing written notice to Client with 7 days notice. In the event that Company cancels this Agreement, Company will provide a prorated refund of any overages of monthly fees paid minus any approved, unpaid expenses incurred on Client’s behalf.

5. NO GUARANTEES

Company cannot guarantee the outcome of mental wellness or health services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Company cannot guarantee any results for services or products as such outcomes are based on subjective factors that cannot be controlled by Company.

6. REFUND POLICY

After the Services have started, any unused or missed sessions will not be refunded. Rescheduling of missed sessions may be provided at the discretion of the Company.

7. NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into and effective as of 1st day of January, 2020 (the "Execution Date"),

BY AND BETWEEN

To Indy, With Love, a Limited Liability Company, dba Mishara D. Winston incorporated under the laws of the state of Indiana, having a zip code of 46143.

(the "Owner").

OF THE FIRST PART

-AND-

Clients are, individuals and institutions , having an address in any number of places around the world (the "Recipient").

OF THE SECOND PART

The Owner and the Recipient may be referred to individually as "Party" and collectively as the "Parties." The Parties hereto, intending to be legally bound, and in consideration of the mutual covenants hereinafter contained.

BACKGROUND:

1. The Owner disclosing confidential information to the Recipient are contemplating a possible transaction for the purpose of: Social and Emotional wellness services

2. In connection with the Purpose, the Recipient has either requested certain confidential information (the "Confidential Information") or due to the relationship between the parties, the Recipient will have access to certain Confidential Information (for example: The detailed coaching, education and therapy methods and intellectual property of To Indy, With Love).

IN CONSIDERATION OF the Owner disclosing confidential information to Recipient for the permitted Purpose and desiring that Recipient maintain the confidentiality of said information, the Parties do hereby agree as follows:

7a. DEFINITION OF CONFIDENTIAL INFORMATION

Recipient acknowledges that it will have access to and become acquainted with various trade secrets, inventions, software, innovations, processes, information, records, passwords and specifications owned or licensed by the Owner and/or used by the Owner in connection with the operation of its business including, without limitation, the Owner’s contacts, business and product processes, proprietary formulas, systems, procedures, methods, customer lists, distributor lists, marketing plans, business plans, finances and agreements with third parties (hereinafter referred to as “Confidential Information”) in pursuit of the Purpose. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Recipient, (b) was in Recipient’s possession prior to receipt from the disclosure, (c) is received by Recipient independently from a third party free to disclose such information, or (d) is independently developed by Recipient without use of the Owner’s Confidential Information.

As used herein, “Confidential Information” shall mean any and all technical and non-technical information provided by either party to the other that is marked or otherwise identified at the time of disclosure as confidential or proprietary, whether in graphic, electronic, written or oral form, and including but not limited to any ideas, techniques, drawings, designs, descriptions, specification, works of authorship, patent applications or other filings, models, inventions, processes, algorithms, software source documents, and formulae related to the current, future, and proposed technologies, products and services of each of the parties, and also any information concerning research, experimental work, development, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, business plans, proprietary information, personally-identifiable information, sales and merchandising, marketing plans of or related to the disclosing Party and information the disclosing Party provides regarding or belonging to third parties.

All written and oral information and materials disclosed or provided by the Owner to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.

This business will not sell or lease your private information.

7b. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

The Recipient agrees to keep absolutely secret and not to disclose and not to convey any of the aforesaid Confidential Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as directed by the Owner. Recipient shall not disclose or permit disclosure of any Confidential Information of the Owner to third parties or to employees of the Recipient, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the Engagement. Recipient agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Confidential Information of the Owner in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include, but not be limited to, the highest degree of care that the Recipient utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable

care. Recipient agrees to notify the Owner in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the Owner which may come to the Recipient’s attention.

Each party’s obligation under this Agreement with respect to any portion of the other party’s Confidential Information shall terminate when the Recipient can document that such information:

a)     was in the public domain at the time it was communicated to the Recipient by the Owner through no breach of an obligation of confidentiality to the Owner;

b)    entered the public domain subsequent to the time it was communicated to the Recipient by the Owner through no fault of the Recipient or other breach of an obligation of confidentiality to the Owner;

c)     was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient; or

d)    was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Owner.

7c. OWNERSHIP AND TITLE

Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the confidential information.

7d. PROPRIETARY RIGHTS

The Confidential Information provided by Owner and all copies thereof, are proprietary to and the property of Owner. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information are and will remain in Owner and Recipient shall have no such intellectual property rights in the Confidential Information.

Recipient may not copy or reproduce the Confidential Information without Owner's prior written consent, except as reasonably needed to perform its obligations in connection with the Purpose and subject to the following restrictions. Each copy of software or documentation made by Recipient must contain Owner's proprietary and copyright notices in the same form as on the original. Recipient shall not remove or deface any portion of any legend provided on any part of the Confidential Information.

Recipient shall not reverse engineer, alter, modify, disassemble or decompile any Confidential Information, or any part thereof, without Owner's prior written consent.

7e. NO RIGHTS GRANTED

Recipient understands and acknowledges that the Confidential Information provided is provided for its own use in connection with the Purpose. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Confidential Information or the Owner's trade secrets to Recipient. Recipient may not sell or transfer any portion of the Confidential Information to any third party or use the Confidential Information in any manner to produce, market or support its own products.

7f. RETURN OF CONFIDENTIAL MATERIALS

All software, files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Owner, whether prepared by the Recipient or otherwise coming into its possession, shall remain the exclusive property of the Owner (the “Confidential Materials”). The Recipient shall not retain any copies of the Confidential Materials without the Owner’s prior written permission, including deleting all such copies from the Recipient’s electronic files, electronic storage and/or emails. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Owner, the Recipient shall immediately deliver to the Owner all such files, records, documents, specifications, information, and other Confidential Materials in its possession or under its control.

7g. COMPELLED DISCLOSURE

In the event any Confidential Information is required to be disclosed by law or order of any government authority having jurisdiction over the Recipient (including as necessary for Recipient to assert a claim in a court of competent jurisdiction), before any such disclosure the Recipient will provide notice to the Owner reasonably sufficient to allow the Owner the opportunity to apply for a protective order or other restriction regarding such disclosure. In the event such Confidential Information is disclosed in such circumstances, such Confidential Information shall continue to constitute Confidential Information in all other circumstances pursuant to this Agreement.

7h. CONFIDENTIALITY OF THIS AGREEMENT

The Recipient shall not, without the prior written consent of the Owner, use the Owner's name in any advertising, promotional literature, on any websites or publish any articles relating to the Owner or this Agreement.

7i. TERM

This Agreement shall be effective as of the date set forth at the bottom of the document and remain in full force and effect for the following time period: December 31, 2020 . The nondisclosure provisions of this Agreement, as applicable to the Recipient's duties with regard to the Confidential Information, shall survive the termination of this Agreement for a period of two (2) years. Notwithstanding the foregoing, the obligations to maintain the confidentiality of Trade Secret information shall last forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first.

7j. TERMINATION

Upon termination or expiration of the Agreement, or upon written request of the Owner, the Recipient shall promptly return to the Owner all documents and other tangible materials representing the Owner's Confidential Information and copies thereof.

Any breach of this Agreement may result in the termination of the professional relationship between the Owner and the Recipient. In addition, the Recipient may be held monetarily liable for any damages for the breach of this agreement.

7k. NON-COMPETE

During the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, the Recipient shall not, directly or indirectly, whether as a student, employee, co-venturer, owner, sole proprietor, partner, director, member, consultant, agent, founder, or otherwise, will (a) not engage, participate or invest in any business activity anywhere in the United States and Canada that is directly competitive with the principal products or services of Owner and its subsidiaries (the “Businesses”) (except that it will not be a violation of this paragraph 11 for Recipient to own as a passive investment not more than one percent of any class of publicly traded securities of any entity); nor (b) solicit business from any of the Businesses’ customers and users on behalf of any business that directly competes with the Businesses.

7l. REPRESENTATIONS

In providing the Confidential Information, the Owner makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.

7m. REMEDIES

The Recipient agrees that its obligations set forth in this Agreement are necessary and reasonable in order to protect the Owner and its business. The Recipient agrees that due to the unique nature of the Owner’s Confidential Information, monetary damages would be inadequate to compensate the Owner for any breach of this Agreement by the Recipient. Accordingly, the Recipient agrees and acknowledges that any such violation or threatened violation shall cause irreparable injury to the Owner and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Owner shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without the necessity of proving actual damages, and (b) to be indemnified by the receiving party from any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with any breach or enforcement of the Recipient’s obligations under this Agreement or the unauthorized use or disclosure of the Owner’s Confidential Information.

8. INDEPENDENT CONTRACTOR

(a) Independent Contractor Relationship: The Parties agree that Company is independent contractor under this Agreement and Company shall not be rendered an employee, partner, agent of or joint venturer with the Client for any purpose. Company shall continue to provide similar Services for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction or demand. Client retains the right to inspect, stop or alter the work of Company to assure its conformity with this Agreement and Client needs. Company and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.

(b) Taxes & Benefits: Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any

kind.

9. WARRANTIES

(a) Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.

(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

10. LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THIS

AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.

** 11. EFFECT OF HEADINGS**

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

** 12. ENTIRE AGREEMENT; MODIFICATION; WAIVER**

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

** 13. NEUTRAL CONSTRUCTION**

This Agreement was prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

14. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

** 15. ASSIGNMENT**

This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under this Agreement, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under this Agreement.

** 16. NOTICES**

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Company at: 1450 Green Spring Way, Greenwood, IN 46143  To The client at: The email address they provide to begin the service.

** 17. GOVERNING LAW; VENUE; MEDIATION**

This Agreement shall be governed by the laws of the State of Indiana,  without regard to conflicts of law principles. If a dispute arises out of this Agreement that cannot be resolved by mutual consent, the Client and Company agree to attempt to mediate in good faith for up to thirty (30) days after notice is given. If the dispute is not resolved between the Client and COMPANY, the two parties agree to resolve this dispute in the district courts of the relevant courts located in any state or federal court located in Marion County, Indiana**.**

** 18. SEVERABILITY**

If any term, provision, covenant or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

19. NOTICE OF IMMUNITY FROM LIABILITY:

An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

20. IMPOSSIBILITY OF PERFORMANCE

Neither party to this Agreement shall be deemed to be in violation of this Agreement if it is prevented from performing any of its obligations hereunder for any reason beyond its control and without fault, including without limitation, acts of God or of the public enemy, man-made disaster, flood or storm, pandemic, strikes or statutory regulation or rule of any federal, state, or local government, or any agency thereof, however, the Party so delayed shall exercise its best efforts to remedy any such cause of delay or cause preventing performance.

21. Indoor / Outdoor Movement Coaching Waiver and Release of Liability

I HEREBY ASSUME ALL OF THE RISKS OF PARTICIPATING IN THIS ACTIVITY, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the persons or entities being released, from dangerous or defective equipment or property owned, maintained, or controlled by them or because of their possible liability without fault.

I certify that I am physically fit, have sufficiently prepared or trained for participation in the activity, and have not been advised to not participate by a qualified medical professional. I certify that there are no health-related reasons or problems which preclude my participation in this activity.

I acknowledge that this Waiver and Release of Liability Form will be used by the organizers of the activity in which I may participate and that it will govern my actions and responsibilities at said activity.

In consideration of my application and permitting me to participate in this activity, I hereby take the actions noted below for myself, my executors, administrators, heirs, next of kin, successors, and assigns vis-à-vis the following ENTITIES OR PERSONS: To Indy, With Love, Mishara D. Winston, and/or her employees, contractors, volunteers, representatives, and agents, the activity holders, activity sponsors, activity property owners and activity volunteers.

(A) I WAIVE, RELEASE, AND DISCHARGE the entities or persons mentioned in this paragraph from any and all liability, including but not limited to, liability arising from the negligence or fault of the entities or persons released, for my death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to me including my traveling to and from this activity;

(B) I INDEMNIFY, HOLD HARMLESS, AND PROMISE NOT TO SUE the entities or persons mentioned in this paragraph from any and all liabilities or claims made as a result of participation in this activity, whether caused by their negligence or otherwise.

I acknowledge that To Indy, With Love, Mishara Winston, and/or her employees, volunteers, representatives, contractors and agents are NOT responsible for the errors, omissions, acts, or failures to act of any party or entity conducting a specific activity on their behalf.

I acknowledge that this activity may involve a test of a person's physical and mental limits and carries with it the potential for death, serious injury, and property loss. The risks include, but are not limited to, those caused by terrain, facilities, temperature, weather, wildlife, condition of participants, equipment, vehicular traffic, actions of other people including, but not limited to, participants, volunteers, spectators, and activity monitors, and/or producers of the activity, and lack of hydration. These risks are not only inherent to participants, but are also present for volunteers.

I hereby consent to receive medical treatment which may be deemed advisable in the event of injury, accident, and/or illness during this activity.

The Accident Waiver and Release of Liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.

I certify that I have read this document and I fully understand it’s content. By signing the larger mental wellness coaching agreement, I am stating I am aware that this attachment is a release of liability and a contract I have agreed to of my own free will.

** 22. ENTIRE AGREEMENT**

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party, except as expressly set forth herein. The parties hereto are independent contractors.