Agreement for Coaching Services

Proper Labs, Inc. (“Proper”) is offering you, the Client, coaching services to help support your sleep goals. Coaching is a partnership between you and your coach whereby you will collaborate to develop goals for you and a plan to help you achieve those goals. As of the date of this agreement, Proper’s business includes selling sleep supplements, providing customer support for sleep supplements and providing clients with access to sleep coaching services. Proper coaches are not licensed professionals. Coaching is not a regulated profession. Although our coaches will do their best to support your goals, our coaches are not subject to professional training, competency requirements, state licensure oversight, or specific ethical standards. Our coaches do not and cannot engage in the practice of medicine, psychology, dietetics, or nutrition, for example.

1. Coaching Relationship and Coaching Services

You acknowledge and agree that coaching does not involve the diagnosis or treatment of mental disorders as defined by the American Psychiatric Association, and that coaching may not be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified healthcare professionals. The coaching you receive does not constitute medical advice, and does not purport to prevent, cure, or treat any mental disorder or medical disease or condition. In the event of an emergency, you should always call 911.

You are solely responsible for your own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from your interactions with your Proper coach. It is your exclusive responsibility to seek such independent professional guidance as needed. If you are currently under the care of a healthcare professional, we ask that you inform your healthcare professional of the nature and extent of your relationship with your Proper coach.

You acknowledge and agree that you are voluntarily participating in the coaching process with the good faith intent to take action on lifestyle and/or environmental changes to improve your sleep hygiene and sleep routines. Your coach will partner with you in building your self awareness and encouraging you to take action steps towards achieving your sleep goals.

2. Confidentiality.

Your relationship with your Proper coach, and your relationship with Proper, is not considered a legally-protected confidential relationship like your relationship with a legal or medical professional. That means that your communications with your Proper coach are not subject to the protection of any legally recognized privilege. It also means that any information you disclose to Proper is not covered by Health Information Portability and Accountability Act of 1996, as amended (“HIPAA”). Proper does not represent that it complies with HIPAA. Your relationship with Proper and your Proper coach and all information that you share as part of these relationships is bound by the principles of confidentiality found in the Proper Labs, Inc. Sleep Coaching Client Privacy Policy. In accordance with that policy, except as described in that policy, neither Proper nor your Proper coach will disclose any information that you share with Proper or your Proper coach in connection with the coaching services you receive without your written consent.For more information, consult the Proper Labs, Inc. Sleep Coaching Client Privacy Policy.

3. Liability.

Proper makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the coaching services rendered. You agree that Proper and Proper’s sleep coaches will not be liable or responsible for any actions or inaction, or for any direct or indirect result, of any coaching services provided by your Proper coach. In no event shall Proper or its sleep coaches be liable to you for any injury or damage to yourself, including without limitation those caused by the negligent act of Proper or its sleep coaches or others acting on their behalf arising out of or connected with your participation in Proper’s sleep coaching program. In no event shall Proper or its sleep coaches be liable to you for any indirect, consequential or special damages. Notwithstanding any damages that you may incur, Proper’s entire liability under this Agreement and your exclusive remedy shall be limited to the amount actually paid by you to Proper under this Agreement for all coaching services rendered.

3. Termination.

You may terminate your relationship with your coach at any time and for any reason by providing Proper with notice thereof. Proper may also terminate its relationship with you at any time and for any reason by providing you with notice thereof.

4. Self-Pay.

Proper does not participate in any insurance plans, including Medicare or Medicaid, and does not accept any health insurance whatsoever. Proper coaching services are 100% self-pay by our clients. By signing this form, you acknowledge that: 1) you do not have any health insurance through a PPO, HMO, Medicaid or Medicare or any other insurance plan; or 2) you have health insurance but you do not want to use any insurance benefit for these services, acknowledging that Proper does not accept any health insurance.

Your insurance policyis a contract between you and your insurance company. It is your responsibility to know your benefits, and how they will apply to your benefit payments, and Proper takes no responsibility to understand or be bound by the terms and conditions of such insurance. By signing this form, you are electing to purchase coaching services that may or may not be covered by your insurance if you obtained those services elsewhere. You have selected coaching services for purchase from us on a self-pay basis.In other words, you have directed us to treat your purchase of these coaching services as if you are uninsured and you agree to be 100% responsible for full payment of the listed price of the coaching services. There is no guarantee your insurance company will make any payment on the cost of the coaching services you have purchased.

Proper has provided you with the charges, in advance, for the services you have requested. By signing below, you agree to pay these charges in full as a self-pay client, electing not to use an insurance policy benefit. You have been given a choice of different services, along with their costs. You have selected the coaching services and are willing to accept full financial responsibility for payment.