BODYBUILDING AND BS: 365 ELITE PROTOCOL COACHING AGREEMENT 

This 365 Elite Protocol Coaching Agreement, referred to in this Agreement as the  “Agreement,” is entered into by and between Bodybuilding and BS, owned and operated by  Nick Trigili, together with its parents, subsidiaries, affiliates, predecessors, successors,  assigns, owners, members, managers, officers, directors, employees, agents, coaches,  contractors, representatives, licensors, and designees, referred to collectively in this  Agreement as the “Company,” and the undersigned purchaser, enrollee, participant, and user,  referred to in this Agreement as the “Client.”  

This Agreement becomes effective immediately upon the earliest of the following events:  Client electronically accepting this Agreement, Client checking any box indicating assent,  Client typing a name in connection with purchase, Client signing electronically, Client  submitting payment in whole or in part, Client accepting an invoice, Client using any login  credential or account access associated with the Program, or Client accessing, receiving, or  using any portion of the Services. 

1. Definitions. 

1.1 “Program” means the 365 Elite Protocol, including all included and incidental coaching,  guidance, strategic support, educational materials, digital access, messaging access,  onboarding, progress review, training related support, nutrition related support, accountability  support, check in review, protocol development, internal review, and all other services,  systems, deliverables, rights of access, and benefits offered, provided, reserved, or made  available by Company in connection with Client’s enrollment. 

1.2 “Services” means any work, action, effort, review, planning, communication, analysis,  setup, access grant, support, delivery, educational content, digital content, administrative task,  strategic task, or resource allocation undertaken by Company in connection with the Program,  whether visible to Client or not. 

1.3 “Digital Content” means all forms, files, messages, plans, videos, audio files, PDFs,  templates, protocols, guides, checklists, app content, chat content, written responses,  educational materials, and all other electronically delivered material of any kind.

1.4 “Platform” means any website, payment page, checkout page, invoice page, portal, app,  CRM, shared folder, communication system, software, messaging platform, text channel,  social platform, video platform, scheduling system, or other digital environment used by  Company in connection with the Program. 

1.5 “Payment Dispute” means any chargeback, retrieval request, dispute, reversal,  unauthorized transaction claim, fraud claim, bank claim, card issuer complaint, processor  complaint, payment recall, ACH dispute, installment cancellation attempt, financing  complaint, or any similar effort to reverse, block, claw back, avoid, contest, or delay payment. 

1.6 “Business Records” means Company’s records kept in the ordinary course of business,  including but not limited to agreements, order pages, invoices, receipts, timestamps, IP logs,  device data, browser data, checkout records, CRM entries, communication logs, notes,  screenshots, emails, texts, recordings, app records, upload histories, access logs, task histories,  support records, and internal operational records. 

1.7 “Access” means any ability to enter, view, receive, retrieve, use, download, interact with,  or benefit from any portion of the Program, Services, Digital Content, Platform,  communication channel, or Company resource. 

1.8 “Client Content” means all information, forms, messages, uploads, images, measurements,  check in submissions, health related history provided by Client, progress updates, and any  other information or material submitted by Client. 

1.9 “Term” means the full three hundred sixty-five (365) consecutive calendar day period  described in this Agreement. 

2. Program Purchase and Relationship of the Parties. 

2.1 Client is purchasing a premium digital coaching and support program from Company. 

2.2 Company provides coaching, support, accountability, educational information, and  strategic guidance. Company is not a hospital, physician practice, emergency provider,  therapist, registered dietitian unless expressly stated otherwise in a signed writing or licensed  medical clinic. 

2.3 Client understands that Company is entering into this Agreement in reliance upon Client’s  assent to the no refund policy, the service delivery provisions, the Payment Dispute  restrictions, the arbitration provisions, and the evidentiary provisions contained herein.

2.4 Client further understands that this Agreement is intended to govern not merely the  contents of a PDF, but the entire commercial relationship between the parties arising from  Client’s enrollment in the Program. 

3. Term of Agreement. 

3.1 The Program Term is three hundred sixty-five (365) consecutive calendar days. 

3.2 The Term begins on the earliest of the following: the date Client submits payment, the date  Client is granted Platform access, the date Client receives onboarding materials, the date  Company initiates any communication concerning the Program, the date Company opens or  creates Client’s file, the date Company assigns any coach or staff member to Client, the date  Company reviews Client’s information, the date Company begins internal planning or strategic  work for Client, the date Company provides any recommendation, or the eighth calendar day  after payment if Client has failed to complete onboarding sooner. 

3.3 The Term runs continuously once started and shall not be paused, suspended, tolled,  extended, restarted, or otherwise altered because of Client’s delay, inaction, travel, illness,  dissatisfaction, scheduling issue, financial issue, non-participation, non-responsiveness,  failure to submit forms, failure to book calls, failure to complete bloodwork, failure to follow  instructions, family issues, employment issues, relocation, incarceration, internet problems on  Client’s side, or any other circumstance not expressly approved by Company in a signed  writing. 

3.4 Company’s goodwill, courtesy, or voluntary accommodation at any time shall not create  any waiver, modification, or continuing obligation to pause or extend the Program. 

4. Scope of Services. 

4.1 Services may include, without limitation, digital coaching, training guidance, nutritional  guidance, accountability review, messaging support, check in review, progress assessment,  educational support, habit guidance, biohacking education, performance optimization  guidance, bloodwork coordination support, provider coordination support, strategic analysis,  planning, and related Program administration. 

4.2 Company retains sole discretion over the manner, method, timing, format, sequencing,  personnel, communication channel, and operational delivery of the Services. 

4.3 Client acknowledges that the Program is not sold as unlimited on demand access to any  single individual unless expressly stated in a separate signed writing.

4.4 Client agrees that Company may deliver Services in whole or in part through human effort,  automated systems, asynchronous review, delegated staff, or internal analysis that is not  directly visible to Client. 

4.5 Company may modify program structure, delivery sequence, staffing, and operational  workflow so long as the commercially reasonable substance of the Program remains  substantially consistent. 

5. Nature of Services and Medical Disclaimer. 

5.1 Company provides educational, informational, strategic, and coaching services only. 5.2 Company does not diagnose, treat, cure, prescribe for, or prevent disease. 

5.3 Any medication, hormone, peptide, laboratory, supplement, or other medical related  decision must be independently evaluated and managed by a duly licensed medical provider  acting within that provider’s own professional judgment. 

5.4 Client understands that any discussion of peptides, hormones, performance optimization,  biomarkers, recovery, supplementation, training intensity, or body composition is educational  and strategic in nature unless independently handled by a licensed provider. 

5.5 Company shall not be responsible for acts or omissions of any physician, clinic, pharmacy,  laboratory, telehealth platform, or other third-party provider. 

6. Client Eligibility and Representations. 

6.1 Client represents that Client is at least eighteen years of age and legally capable of entering  into a binding contract. 

6.2 Client represents that all information submitted in connection with purchase and  participation is true, accurate, current, and complete. 

6.3 Client represents that Client has had the opportunity to review this Agreement before  purchasing. 

6.4 Client represents that Client understands the Program is not a guaranteed result product  and is not a medical service.

6.5 Client represents that Client is purchasing the Program for lawful personal use and not for  any improper, competitive, or unlawful purpose. 

7. Onboarding Obligations. 

7.1 Client shall timely complete all forms, waivers, questionnaires, app setup steps, intake  materials, uploads, photographs, videos, measurements, scheduling steps, consent forms, and  other onboarding tasks required by Company. 

7.2 Client shall timely provide all requested information and documents necessary for  Company to structure, sequence, and administer the Program. 

7.3 Where bloodwork or provider coordination is contemplated, Client shall timely complete  the applicable steps within Company’s stated deadline or, if no deadline is stated, within seven  calendar days after purchase. 

7.4 Failure to timely complete onboarding shall not delay the start of the Program, shall not  excuse payment obligations, and shall not convert delivered Services into undelivered  Services. 

7.5 Company may continue to perform available portions of the Services despite Client’s  incomplete onboarding. 

8. Service Delivery Begins Immediately. 

8.1 Client expressly acknowledges that Company begins performance immediately or near  immediately upon purchase. 

8.2 Company’s performance may begin through any one or more of the following actions:  reserving Client’s slot, preventing another customer from taking that slot, opening a file,  creating records, collecting payment data, sending onboarding materials, configuring app  access, assigning staff, reviewing submitted information, planning strategy, sequencing  Program delivery, initiating communication, reviewing bloodwork, preparing protocols, or  taking internal administrative action. 

8.3 Client expressly agrees that each such action constitutes valuable consideration, material  performance, and delivered Services under this Agreement.

8.4 Client expressly waives any argument that Services were not rendered solely because  Client did not yet receive a live call, did not yet receive a final protocol, did not respond, did  not log in, did not read messages, or chose not to continue engaging. 

9. Delivery, Access, and Performance Standards. 

9.1 Client agrees that Access itself is a valuable contractual benefit and part of what is being  purchased. 

9.2 Client agrees that Access to Digital Content, Access to messaging channels, Access to  staff, Access to onboarding workflows, coach assignment, internal review, and strategic  planning each independently constitute delivery and performance. 

9.3 Client agrees that Company is not required to prove that Client used every feature of the  Program in order to establish delivery. 

9.4 Client understands that Services may be delivered asynchronously and need not occur in  real time. 

9.5 Client acknowledges that failure to take advantage of available Services shall not negate  Company’s performance. 

10. Client Responsibilities During the Program. 

10.1 Client shall respond honestly and timely to reasonable Program related requests. 

10.2 Client shall follow onboarding directions, scheduling directions, and submission  requirements. 

10.3 Client shall remain respectful and professional in all communications. 

10.4 Client shall not abuse staff, threaten staff, harass staff, spam Company, or make  manipulative demands. 

10.5 Client shall not submit false information to Company, to a payment processor, to a bank,  or to any third party in relation to the Program.

11. Fees and Payment Terms. 

11.1 The Program Cost is $7999.00, or such other specific dollar amount as is  expressly set forth on the applicable checkout page, order page, invoice, payment link,  financing page, or other Company generated purchase record accepted by Client at the time of  purchase. If this Agreement is executed in connection with an installment plan or split payment  arrangement, the total Program Cost remains the full contract price stated in the accepted  purchase record regardless of the timing of installment payments. 

11.2 Client shall pay the full Program fee disclosed at checkout, invoice, payment link,  installment page, financing page, or other order page. 

11.3 Company may offer full payment, installment payment, split payment, financing, or other  payment arrangements in its discretion. 

11.4 Client authorizes Company and its payment processors to charge the selected payment  method for all authorized amounts. 

11.5 If Client selects an installment or payment plan option, Client remains legally obligated  for the full contract price unless Company expressly releases Client in a signed writing. 

11.6 Any failed payment, declined payment, reversed payment, disputed payment, or  interrupted financing payment shall constitute default. 

12. All Sales Final and No Refund Policy. 

12.1 All sales are final. 

12.2 All payments made by Client are non-cancellable and nonrefundable except only where  a written guarantee expressly signed or issued by Company provides otherwise and all  conditions of that guarantee are strictly satisfied. 

12.3 Client acknowledges that the no refund policy is a material inducement to Company’s  agreement to provide the Program. 

12.4 Client acknowledges that the Program is a premium digital service involving immediate  allocation of time, labor, staffing, reserved capacity, digital resources, internal analysis,  opportunity costs, and proprietary resources that cannot be unwound after purchase.

12.5 Client expressly agrees that dissatisfaction, change of mind, changed finances, personal  emergency, non-use, partial use, relocation, travel, illness, delay in starting, failure to complete  tasks, or subjective disappointment do not create any right to a refund. 

13. No Cancellation and No Early Termination. 

13.1 Client may not cancel, revoke, rescind, or terminate this Agreement early. 

13.2 Client’s attempt to stop communicating, stop using the Program, block Company, or  notify a bank instead of Company shall not terminate the Agreement. 

13.3 Company may, in its discretion, suspend or terminate Client’s access for cause without  relieving Client of payment obligations. 

13.4 Any purported cancellation by Client shall be ineffective unless Company expressly  accepts it in a signed writing. 

14. Payment Dispute Prohibition and Pre Dispute Resolution Requirement. 

14.1 Client shall not initiate any Payment Dispute without first sending written notice to  Company that clearly identifies the complaint and provides Company at least fourteen business  days to investigate and attempt resolution. 

14.2 Client acknowledges that a Payment Dispute is improper where Client authorized the  transaction, accepted the terms, received Access, received onboarding, received  communications, received planning, or otherwise received any Services. 

14.3 Client acknowledges that forgetfulness, buyer’s remorse, dissatisfaction, non use, or  misrepresentation to a bank does not create a valid basis for a Payment Dispute. 

14.4 Client expressly agrees that initiating a Payment Dispute without first complying with  this section constitutes a material breach of this Agreement. 

15. Chargeback Deterrence and Recovery. 

15.1 Client acknowledges that filing a Payment Dispute after Company has begun performance  may constitute breach of contract, fraud, or both depending on the facts and applicable law. 

15.2 In the event Client initiates or causes a Payment Dispute after Company has begun  performance, Company may recover the disputed amount, the unpaid contract balance, any 

reversed funds, chargeback fees, processor penalties, administrative costs, internal  investigation costs, collection costs, arbitration costs, court costs where applicable, and  reasonable attorneys’ fees to the fullest extent permitted by law. 

15.3 Client agrees that Company may submit this Agreement, the checkout acknowledgment,  Business Records, communication logs, screenshots, order details, IP data, timestamps, access  logs, messages, questionnaires, internal notes, and all other relevant records to the processor,  bank, financing company, collection agency, arbitrator, or court. 

15.4 Client further agrees that a false claim that a charge was unauthorized, fraudulent, not as  described, or not delivered when Company’s records show otherwise shall be deemed a  material breach. 

15.5 Client acknowledges that Company specifically relies on this section in deciding to  transact with Client. 

16. Electronic Consent and Authorization of Transaction. 

16.1 Client agrees that any one of the following independently constitutes proof of  authorization, assent, and intent to purchase: electronic signature, typed signature, checkbox  assent, completed checkout, clicking a purchase button, invoice acceptance, order  confirmation, receipt of a confirmation email, payment submission, use of a payment plan,  access to a Platform, reply to onboarding communications, or any use of the Program. 

16.2 Client agrees that the absence of a handwritten signature does not affect enforceability. 

16.3 Client agrees not to challenge the validity of the transaction or this Agreement solely  because the transaction was completed electronically. 

17. Admissibility of Electronic Records and Business Records. 

17.1 Client expressly agrees that all Electronic Records and Business Records shall be  admissible to the fullest extent permitted by law to prove authorization, assent, delivery,  access, compliance, breach, damages, and default. 

17.2 Client agrees not to object to the authenticity, admissibility, or evidentiary value of such  records solely because they are electronic, digital, automated, or maintained by software.

17.3 Client agrees that Company’s records kept in the ordinary course of business may serve  as prima facie evidence of the matters reflected therein to the fullest extent allowed by  applicable law. 

17.4 Client acknowledges that metadata, timestamps, IP address logs, device records, browser  records, and acceptance records are specifically relevant and probative evidence in any  Payment Dispute. 

18. Communications and Logging of Communications. 

18.1 Company may designate approved channels for Program related communications. 

18.2 Company may preserve, store, review, screenshot, record where permitted by law, and  use communications for quality control, training, internal administration, dispute resolution,  enforcement, collections, litigation, arbitration, processor responses, and chargeback defense. 

18.3 Client agrees that communications sent to sales staff, assistants, social media accounts,  or other informal channels may not constitute official notice unless Company expressly  acknowledges them as such. 

18.4 Client understands that Company may rely upon communication patterns, message  histories, and response histories as evidence of service delivery and participation. 

19. Results Disclaimer. 

19.1 Company does not guarantee any specific physique result, weight loss result, muscle gain  result, medical result, performance result, hormone result, subjective satisfaction level, or  timeline. 

19.2 Testimonials, social media statements, examples, screenshots, and marketing materials  are illustrative only and do not create warranties. 

19.3 Outcomes depend on many factors outside Company’s control, including compliance,  biology, genetics, effort, stress, sleep, consistency, prior history, medical status, third party  provider decisions, and truthfulness of information supplied by Client. 

20. Conditional Guarantee, If Any. 

20.1 Any advertised or offered guarantee shall apply only if expressly stated in a written  Company document applicable to the specific Program purchased by Client.

20.2 Any guarantee is strictly conditioned on complete and documented compliance with all  stated requirements. 

20.3 Company shall have sole authority to evaluate compliance based on Business Records  and objective evidence. 

20.4 Failure to meet any requirement voids the guarantee. 

20.5 No sales statement, message, or advertisement not incorporated into the final written  Program documents shall create a guarantee. 

21. Assumption of Risk. 

21.1 Client understands that exercise, dieting, training changes, supplementation, body  composition efforts, performance related protocols, and related activities carry inherent risks. 

21.2 Such risks may include injury, illness, aggravation of existing conditions, dizziness,  fatigue, hormonal issues, adverse reactions, emotional stress, or serious bodily harm. 

21.3 Client voluntarily assumes all known and unknown risks associated with participation in  the Program and use of the Services. 

21.4 Client is solely responsible for obtaining medical clearance when appropriate.

22. Release and Waiver of Claims. 

22.1 To the fullest extent permitted by law, Client releases and discharges Company from  claims arising out of ordinary negligence relating to Client’s participation in the Program. 

22.2 This release shall not apply to claims that cannot legally be waived or to claims based on  Company’s gross negligence or willful misconduct where such distinction is required by law. 

22.3 Client understands that this release is intended to be construed broadly.

23. Limitation of Liability. 

23.1 To the fullest extent permitted by law, Company shall not be liable for indirect, incidental,  consequential, special, punitive, or exemplary damages.

23.2 Company shall not be liable for lost profits, lost business opportunities, emotional  distress, reputational damages, data loss, or speculative losses. 

23.3 Company shall not be liable for acts or omissions of third parties, including processors,  banks, financing companies, software vendors, platforms, internet providers, laboratories,  pharmacies, telehealth providers, physicians, or clinics. 

23.4 Company’s aggregate liability arising out of or relating to this Agreement shall not exceed  the amount actually paid by Client to Company for the Program at issue. 

24. Indemnification. 

24.1 Client shall indemnify, defend, and hold harmless Company from and against claims,  liabilities, losses, damages, costs, and expenses arising out of or relating to Client’s conduct,  Client’s breach of this Agreement, Client’s false statements, Client’s Payment Dispute  conduct, Client’s misuse of the Program, Client’s sharing of proprietary materials, or Client’s  violation of law. 

24.2 This indemnification obligation includes, to the fullest extent permitted by law,  reasonable attorneys’ fees and enforcement costs. 

25. Intellectual Property and Confidentiality. 

25.1 All Program content, systems, protocols, forms, frameworks, messaging structures,  methods, and materials are proprietary to Company and remain Company’s exclusive  property. 

25.2 Client receives only a limited, revocable, non-exclusive, non-transferable license for  personal internal use during the Program. 

25.3 Client shall not copy, share, reproduce, distribute, publish, post, sell, teach, sublicense,  exploit, or create derivative works from any Program material without Company’s prior  written consent. 

25.4 Client shall keep confidential Company’s non-public business methods, pricing, internal  systems, protocols, and materials. 

25.5 Unauthorized use or disclosure shall constitute material breach and may cause irreparable  harm entitling Company to injunctive relief.

26. Media, Testimonial, and Likeness Use. 

26.1 Unless prohibited by law or timely opted out in writing before Program access begins,  Client grants Company a perpetual, worldwide, irrevocable, royalty free license to use Client’s  name, image, likeness, voice, testimonial, before and after images, progress materials, and  statements for lawful marketing, educational, and promotional purposes. 

26.2 No compensation shall be owed for such use unless required by law or expressly agreed  in a signed writing. 

27. Non-Disparagement and False Statements. 

27.1 Client shall not knowingly publish or communicate false, defamatory, misleading,  malicious, or materially inaccurate statements about Company, its owners, staff, or services. 

27.2 Nothing in this section prohibits truthful statements required by law or made in good faith  in a lawful proceeding. 

27.3 Client acknowledges that false accusations of scam, fraud, non-delivery, or theft may  cause substantial harm and may give rise to separate legal claims. 

28. Default and Remedies. 

28.1 Each of the following constitutes default by Client: non-payment, failed payment,  unauthorized sharing of materials, abusive conduct, false statements, improper Payment  Dispute conduct, breach of confidentiality, or any material breach of this Agreement. 

28.2 Upon default, Company may suspend Services, revoke Access, accelerate unpaid  balances, refer the matter to collections, submit evidence to processors or banks, seek  injunctive relief, initiate arbitration, pursue damages, and exercise any other remedy permitted  by law. 

28.3 No waiver of any breach shall operate as a waiver of any later breach.

29. Dispute Resolution and Arbitration. 

29.1 Before initiating arbitration or other proceedings, the parties shall first participate in an  informal written resolution process lasting at least fourteen business days after Company  receives written notice of the dispute.

29.2 Except for claims properly brought in small claims court and claims for temporary  injunctive relief to protect payment rights, intellectual property, confidentiality, or proprietary  materials, all disputes arising out of or relating to this Agreement, the Program, the Services,  payment issues, or the relationship of the parties shall be resolved exclusively through binding  individual arbitration. 

29.3 The arbitration shall be administered by a reputable arbitration provider selected by  Company, or if unavailable, a substantially similar provider. 

29.4 The arbitration may be conducted remotely by video, in the county and state designated  by Company’s records, or as otherwise required by the provider’s rules. 

29.5 The arbitrator shall have exclusive authority to resolve issues of arbitrability, formation,  enforceability, interpretation, performance, breach, and remedy. 

29.6 Client waives any right to participate in a class action, collective action, coordinated  action, representative action, or mass arbitration to the fullest extent permitted by law. 

29.7 To the fullest extent permitted by law, any claim by Client must be brought solely on an  individual basis. 

30. Governing Law, Venue Backup, and Construction. 

30.1 This Agreement shall be governed by the law of the State of Georgia. 

30.2 If any dispute is permitted to proceed in court rather than arbitration, Client agrees to the  exclusive jurisdiction and venue of the courts located in the county and state designated by  Company’s records, subject to applicable law. 

30.3 The parties agree that this Agreement shall be interpreted fairly according to its plain  meaning and not strictly against either party by reason of authorship. 

30.4 If any provision is held invalid or unenforceable, the remaining provisions shall remain  in full force and effect, and the invalid provision shall be modified to the minimum extent  necessary to preserve its intended effect.

31. Entire Agreement, Reliance Disclaimer, and Amendments. 

31.1 This Agreement, together with any incorporated checkout acknowledgment, order page,  invoice, refund policy, accepted terms, guarantee terms, and signed addenda, constitutes the  entire agreement between the parties. 

31.2 Client acknowledges that Client is not relying on any oral promise, social media  statement, direct message, sales statement, screenshot, or informal communication not  expressly incorporated into the final written agreement documents. 

31.3 No amendment, waiver, or modification shall be effective unless in writing and  authorized by Company. 

31.4 Company’s failure to enforce any provision at one time shall not waive its right to enforce  that provision later. 

32. Client Acknowledgments and Signature Block. 

32.1 Client acknowledges that Client read, understood, and voluntarily agreed to this  Agreement before purchasing or using the Program. 

32.2 Client acknowledges that all sales are final and that the Program is subject to a strict no  refund policy. 

32.3 Client acknowledges that Services begin immediately upon purchase and that Access,  onboarding, communication, planning, and internal work all constitute delivered Services. 

32.4 Client acknowledges that the Program Term runs for three hundred sixty-five (365)  consecutive calendar days and does not pause due to Client’s inactivity or personal  circumstances. 

32.5 Client acknowledges that Company may rely on electronic evidence, metadata,  timestamps, IP logs, access logs, communications, and Business Records in any processor  response, dispute, arbitration, collection effort, or legal proceeding. 

32.6 Client acknowledges that initiating a Payment Dispute without first providing Company  the required written notice and opportunity to resolve is a material breach of this Agreement. 

32.7 Client acknowledges that failure to use the Program does not negate authorization,  performance, or payment obligations.

32.8 Client agrees that assent may be shown by electronic signature, typed name, checkbox  acceptance, completed checkout, payment submission, or use of the Program.

CLIENT SIGNATURE AND ACCEPTANCE 

If accepted electronically, Client agrees that any electronic signature, typed name, checked  assent box, payment submission, invoice acceptance, or use of the Program shall be deemed  the legal equivalent of an original handwritten signature and shall fully bind Client to this  Agreement. 

By checking this box and completing my purchase, I confirm that I have read and agree to the  365 Elite Protocol Coaching Agreement and Refund Policy. I understand and expressly agree  that this is a three hundred sixty-five (365) day coaching program, that all sales are final, that  all payments are nonrefundable and non-cancellable, that services begin immediately upon  purchase through reserved capacity, onboarding, access, planning, and internal work, that  access to the program and related communications constitutes delivered services, and that I  will not initiate a chargeback or payment dispute without first giving Bodybuilding and BS  written notice and a reasonable opportunity to resolve the issue.

PAYMENT AUTHORIZATION AND CHARGEBACK PREVENTION ADDENDUM This Addendum is intended to be incorporated into and made part of the 365 Elite Protocol  Coaching Agreement. 

This Payment Authorization and Chargeback Prevention Addendum, referred to in this  Addendum as the “Addendum,” is entered into by and between Bodybuilding and BS, together  with its owners, operators, coaches, employees, contractors, agents, affiliates, successors,  assigns, and representatives, referred to collectively as the “Company,” and the purchaser,  enrollee, participant, and payor, referred to as the “Client.” This Addendum is incorporated  into the Coaching Agreement and shall supplement and strengthen all provisions concerning  payment authorization, electronic acceptance, service delivery, refunds, billing, payment  disputes, chargebacks, collections, arbitration, and evidentiary use of business records. In the  event of any conflict between this Addendum and any less protective language elsewhere, the  language most protective of Company shall control to the fullest extent permitted by law. 

1. Defined Terms 
2. For purposes of this Addendum, “Payment Dispute” means any chargeback, card  dispute, unauthorized transaction claim, fraud claim, retrieval request, issuer complaint,  processor complaint, ACH reversal, installment dispute, financing dispute, bank  complaint, or any other attempt to reverse, claw back, avoid, invalidate, delay, or  challenge payment. 
3. “Electronic Records” means all electronic signatures, checkbox acceptances, checkout  pages, order pages, invoices, receipts, timestamps, metadata, IP address logs, device  information, browser information, user agent strings, geolocation records if available,  payment processor records, access logs, CRM records, account notes, messages, emails,  text messages, call logs, screenshots, uploads, and all other digital records reflecting  purchase, access, participation, or service delivery. 
4. “Business Records” means Company’s records created, stored, or maintained in the  ordinary course of business, including internal notes, workflow records, assignment  records, support records, review records, communication histories, access histories, and  processor records. 
5. Independent Authorization of Transaction 
6. Client expressly acknowledges and agrees that each of the following, standing alone,  constitutes valid and sufficient evidence that the transaction was knowingly authorized  by Client: completion of checkout, submission of payment information, clicking a  purchase button, acceptance of an invoice, checking an assent box, typed name,  electronic signature, receipt of a confirmation email, use of a payment plan, subsequent  communication with Company concerning the Program, access to any Program portal,  or use of any portion of the Program or Services.
7. Client further agrees that a handwritten signature is not required to establish  authorization, assent, or contractual intent, and Client shall not contest the validity of  the purchase solely because the transaction was completed through electronic means. 
8. Client acknowledges that the Company specifically relies on electronic commerce  systems and electronic acceptance records in deciding whether to extend access to  premium coaching services and reserved capacity. 
9. Express Incorporation of Checkout Records 
10. Client agrees that the checkout page, order page, invoice page, payment link, receipt  page, order confirmation, and all processor or platform generated records are  incorporated into the parties’ agreement and may be used to interpret the commercial  terms of the transaction. 
11. Client further agrees that the recorded purchase amount, order number, timestamp, IP  address, accepted text, terms acceptance flag, and customer identity information shown  in those records are material contract evidence and may be used to establish  authorization, acceptance of terms, and the exact transaction at issue. 
12. Where the processor platform captures assent language, Client agrees that the captured  assent language is deemed part of the contract and is enforceable as though reproduced  verbatim in the signature block of the Coaching Agreement. 
13. Immediate Commencement of Services 
14. Client expressly acknowledges that Company begins performing immediately or near  immediately upon purchase, and that the Program is not a product that begins only when  Client subjectively decides to engage. 
15. Company performance may begin through any one or more of the following acts:  reserving Client’s position in the Program, preventing another customer from occupying  that reserved capacity, opening a client file, creating order records, sending onboarding  materials, configuring app access, assigning a coach or support staff, reviewing  submitted information, sequencing service delivery, initiating communications, internal  planning, strategic analysis, bloodwork coordination support, provider coordination  support, or preparation of any recommendation, resource, or workflow. 
16. Client agrees that each such act constitutes valuable consideration, material  performance, and delivered services for purposes of any processor response, dispute,  arbitration, or court proceeding. 
17. Digital Service Delivery Definitions 
18. Client agrees that delivery of services includes, without limitation, access to Digital  Content, access to communication channels, onboarding materials, app access, coach  assignment, review of intake materials, progress analysis, messaging support, strategic planning, educational support, internal review, scheduling support, and all other tangible  or intangible work performed by Company in connection with the Program. B. Client acknowledges that services may be delivered asynchronously and may be  delivered in forms not continuously visible to Client, including internal review,  planning, sequencing, and account management. 
19. Client expressly waives any argument that services were not rendered merely because  Client did not schedule a call, did not log in, did not read messages, did not complete  onboarding, or later elected not to continue participating. 
20. Strict No Refund and No Cancellation Reinforcement 
21. Client reaffirms that all sales are final and that all payments are non-refundable and  non-cancellable except only where a written guarantee expressly applicable to the  purchased Program provides otherwise and all conditions of that guarantee are strictly  satisfied. 
22. Client acknowledges that buyer’s remorse, change of mind, disappointment, changed  finances, non-use, relocation, travel, illness, failure to start, partial use, or failure to  follow instructions do not create any right to cancellation, rescission, chargeback, or  refund. 
23. Client further acknowledges that because the Program is a premium digital service  involving immediate resource allocation, reserved capacity, and proprietary materials,  reversal of payment after purchase would cause substantial harm to Company. 
24. Mandatory Pre Dispute Notice 
25. Before initiating any Payment Dispute, Client shall send written notice directly to  Company identifying the complaint in reasonable detail and shall allow Company at  least fourteen business days to investigate and attempt to resolve the issue. 
26. Client agrees that failure to provide this required pre dispute notice constitutes a  material breach of the parties’ agreement. 
27. Client further agrees that a Payment Dispute initiated before expiration of the notice  period is contractually improper and may be used as evidence of bad faith. 
28. Chargeback and Fraud Deterrence 
29. Client understands and agrees that initiating a Payment Dispute after receiving access,  onboarding, communications, planning, or any other Services may constitute breach of  contract, unjust enrichment, and fraudulent misrepresentation depending on the facts  and applicable law. 
30. Client further acknowledges that a knowingly false report to a bank or processor that a  charge was unauthorized, fraudulent, not as described, or for services not rendered,  when Company’s records show otherwise, is a serious matter and may expose Client to legal liability.
31. Company’s election not to pursue every available remedy in every case shall not limit  Company’s rights in any particular matter. 
32. Recovery of Damages and Costs 
33. If Client initiates or causes a Payment Dispute after Company has begun performance,  Company may seek recovery of the disputed amount, any unpaid contract balance, any  reversed funds, chargeback fees, processor penalties, administrative costs, internal  investigation time, staff time reasonably spent responding to the dispute, collection  costs, arbitration costs, court costs where applicable, and reasonable attorneys’ fees to  the fullest extent permitted by law. 
34. Client agrees that Company may accelerate any remaining balance due under the  Coaching Agreement upon default or improper Payment Dispute conduct. C. Client further agrees that Company may report the debt to a collection agency,  financing company, processor, or other lawful recipient as necessary to protect or  enforce its rights. 
35. Admissibility of Metadata and Electronic Evidence 
36. Client expressly agrees that metadata, timestamps, IP logs, acceptance records, order  records, browser data, device records, communication logs, screenshots, CRM records,  app records, and other Electronic Records are relevant and probative evidence of  purchase authorization, contractual assent, access, and delivery. 
37. Client agrees not to object to the authenticity, admissibility, or evidentiary value of such  records solely because they are electronic, digital, software generated or maintained in  the ordinary course of business. 
38. Client further agrees that Company’s Business Records may serve as prima facie  evidence of the matters reflected therein to the fullest extent permitted by law. 
39. Company Evidence Package Rights 
40. Client authorizes Company to compile and submit an evidence package in response to  any Payment Dispute, including this Addendum, the Coaching Agreement, checkout  acknowledgments, screenshots, receipts, metadata, IP address logs, accepted text,  message histories, emails, app access records, internal notes, progress records, and any  other evidence demonstrating authorization, access, or service delivery. 
41. Client acknowledges that such evidence may be submitted to banks, card issuers,  payment processors, financing companies, collection agencies, arbitrators, courts, and  their representatives. 
42. Client agrees that Company may preserve and use communications and records for  quality control, internal administration, enforcement, and dispute defense purposes.
43. Non-Use Does Not Negate Performance 
44. Client agrees that the value of the Program includes not only completed interactions but  also reserved access, reserved capacity, internal planning, and the right to receive  Services during the Program term. 
45. Client therefore agrees that Client’s failure or refusal to use available Services does not  negate authorization, delivery, or Company’s right to retain payment. 
46. Client expressly waives any claim that non-use alone transforms a valid purchase into  an unauthorized or refundable transaction. 
47. Additional Client Warranties 
48. Client warrants that any payment method used for the transaction is lawfully controlled  by Client or lawfully authorized for Client’s use. 
49. Client warrants that Client will not knowingly provide false, incomplete, or misleading  information to Company, to any bank, or to any payment processor concerning the  transaction. 
50. Client further warrants that Client will maintain accurate contact information sufficient  for Company to communicate regarding billing and dispute issues. 
51. Relationship to Main Agreement 
52. This Addendum supplements and strengthens the Coaching Agreement. All provisions  of the Coaching Agreement remain in full force except as expressly supplemented  herein. 
53. If any court, arbitrator, or processor interprets the documents together, the parties agree  that this Addendum should be construed as a specific clarification intended to maximize  the enforceability of payment authorization, no refund provisions, service delivery  definitions, and dispute response rights. 
54. Any invalid or unenforceable provision of this Addendum shall be modified only to the  minimum extent necessary to preserve its protective intent and the remainder shall  remain enforceable. 
55. Client Reaffirmation and Acceptance 
56. Client acknowledges that Client has read this Addendum, understands it, and  voluntarily agrees to it as a material condition of purchase and continued participation  in the Program. 
57. Client acknowledges that Company would not have entered into the transaction on the  same terms without the protections contained in this Addendum. 
58. Client agrees that assent may be shown by separate signature below, by electronic  signature, by checkbox acceptance, by completed checkout, by payment submission, or  by continued use of the Program after this Addendum is presented.

ACKNOWLEDGMENT AND ACCEPTANCE 

Electronic Acceptance. If accepted electronically, Client agrees that any typed name,  checked assent box, completed checkout, payment submission, invoice acceptance, or  continued use of the Program constitutes the legal equivalent of an original handwritten  signature and fully binds Client to this Addendum. 

Processor Optimized Checkout Acknowledgment.