Terms & Conditions

1. Membership. Membership in the Program requires acceptance of the Agreement by the Member, acceptance of the Member into the Program by WATT, and the Member’s adherence to the Agreement and any updated policies that may be adopted by WATT from time to time. WATT reserves the right, in its sole discretion, to refuse membership in the Program or to limit a Member’s access to certain features of the Program. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCESSING THE PROGRAM, ESPECIALLY SINCE THE AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION AND LIMITING YOUR RIGHT TO BRING A CLASS ACTION. IF YOU DO NOT AGREE TO THESE MEMBERSHIP TERMS, PLEASE

2. Fees. The Member agrees to pay the Fees as set forth in the Program Information.

3. Term. The Agreement shall remain in effect for the term set forth in the Program Information, or as long as the Member is part of the Program or any subsequent program offered by WATT (the “Term”).

4. License. The Member will gain access to certain services, events, information, applications, and materials while part of the Program (the “Program Materials”). The Program Materials form part of the Program. Subject to compliance with the Agreement, WATT grants the Member the right to use the Program Materials for the Member’s own personal, non-commercial use during the Term and the Member may continue personal use of any such materials in the Member’s possession after the Term. WATT reserves the right to require the Member to delete or destroy the Program Materials if the Agreement is terminated for cause. The Member is responsible for safeguarding any credentials that give access to the Program and shall not provide such access credentials to any third party.

5. Intellectual Property Rights. The Member acknowledges and agrees that the Program and any intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary rights, or other rights arising thereof are owned by WATT or its suppliers. The Member may not do anything inconsistent with WATT’s intellectual property rights. The Member further agrees that no right, title, or interest is granted to the Member in or to any elements of the Program or Program Materials except as stated in the Agreement.

6. Member’s Representations and Warranties. The Member represents and warrants that the Member (a) will conduct themselves in a respectful and courteous manner in a way that reflects positively on the Member and WATT while participating in the Program; (b) is over 18 (eighteen) years of age and may legally consent to and enter into the Agreement; (c) is of general good health and able to participate in activities that may be of a strenuous and rigorous nature; and (d) will adhere to the Agreement and any WATT policies as may be reasonably adopted or updated from time to time.

7. Restrictions. The Member is prohibited from (a) accessing or use the Program in an unlawful or unauthorized manner; (b) posting or disseminating offensive or obscene information or content through the Program; (c) using other member contact information for purposes other than those intended by the Program, including soliciting or pitching business opportunities to other members; (d) harassing other members or WATT personnel; (e) except for social media posts of a personal and general nature, publishing or distributing WATT content, products, services, or brands; (f) offering a service, group, or program that competes with the Program during the Term and for a period of one (1) year thereafter in any of the territories where WATT operates; (g) soliciting other members to join a competing service, group, or program during the Term and for a period of two (2) years thereafter; (h) circumventing or disabling any content protection system or digital rights management technology used within the Program; (i) decompiling, reverse engineering, disassembling or otherwise reducing any elements of the Program; (j) exploiting or creating derivative works of any elements of the Program except as expressly authorized in the Agreement or by WATT in writing; (k) removing identification, copyright, or other proprietary notices of the Program; (l) introducing a virus or other harmful component into the Program, or otherwise tampering with, impairing, or damaging any technical aspects of the Program; (m) accessing, monitoring, or copying any element of the Program using a robot, spider, scraper or other automated means; (n) or distributing, selling, reselling, or making commercial use of the Program without an executed agreement with WATT that expressly allows for such activity.

8. Release and Assumption of Risk. THE MEMBER ACKNOWLEDGES AND AGREES THAT CERTAIN WATT EVENTS OR ACTIVITIES MAY BE INHERENTLY DANGEROUS OR INVOLVE RISKS. THESE DANGERS OR RISKS MAY RESULT IN TANGIBLE, INTANGIBLE, OR PHYSICAL HARM THAT RESULT NOT ONLY FROM THE MEMBER’S OWN PARTICIPATION BUT ALSO FROM THE PARTICIPATION OF OTHERS. WITH THE KNOWLEDGE AND UNDERSTANDING OF THESE RISKS, THE MEMBER CHOOSES OF THE MEMBER’S OWN WILL AND VOLITION TO PARTCIPATE IN THE PROGRAM. THE MEMBER IS RESPONSIBLE FOR UNDERSTANDING THE MEMBER’S OWN LIMITATIONS AND MAY FORGO PARTICIPATION IN CERTAIN EVENTS OR ACTIVITIES AS THE MEMBER SEES FIT. WATT MAY, IN ITS DISCRETION, REQUIRE THE MEMBER TO SIGN ADDITIONAL WAIVERS OR RELEASES TO PARTICIPATE IN CERTAIN EVENTS OR ACTIVITIES.

9. No Warranties; Limitation on Liability. THE PROGRAM IS OFFERED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON WATT Membership Terms v. 04232024 2 INFRINGEMENT. WATT MAKES NO GUARANTEES REGARDING THE RESULTS OR OUTCOMES OF THE PROGRAM. THE MEMBER ACKNOWLEDGES THAT THE RESULTS OR OUTCOMES OF THE PROGRAM MAY VARY BASED ON INDIVIDUAL CIRCUMSTANCES AND ACTIONS. WATT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE MEMBER’S PARTICIPATION IN THE PROGRAM OR RELIANCE ON ANY INFORMATION PROVIDED THEREIN. WATT WILL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE OTHER MEMBERS. THE CUMULATIVE LIABILITY OF WATT FOR DIRECT DAMAGES UNDER THE AGREEMENT IS LIMITED TO THE FEES PAID BY THE MEMBER OVER THE PREVIOUS TWELVE (12)-MONTH PERIOD.

10. Third Party Services. Certain elements of the Program may be provided in conjunction with third parties, or integrate, be integrated into, or be provided in connection with third-party services, technology, payment processing, content, and/or materials ("Third-Party Services"). WATT does not control the Third-Party Services or their information practices. WATT MAKES NO CLAIM OR REPRESENTATION REGARDING THE THIRD-PARTY SERVICES AND ACCEPTS NO RESPONSIBILITY FOR THE QUALITY, CONTENT, NATURE, OR RELIABILITY OF THIRD-PARTY SERVICES. There is no implied affiliation or endorsement by WATT of these Third-Party Services. The Member should read the terms of use and/or legal agreements that apply to any Third-Party Services and contact the Third-Party Services provider directly with questions or issues.

11. Member Information. In order to participate in the Program, WATT requires certain personal information from the Member, such as the Member’s contact information (the “Member Information”). The Member agrees to keep the Member Information accurate, up to date, and without omission. Member Information may be used by WATT to provide the Program, to improve the Program or other WATT offerings, to provide information about opportunities both within the Program and outside of the Program, to provide promotional information from WATT or Third-Party Services providers, or as set forth in a WATT privacy policy located on the WATT website. The Member may opt out of WATT promotional emails by contacting team@wattmovement.com. THE MEMBER ALSO ACKNOWLEDGES AND AGREES THAT THE MEMBER’S CONTACT INFORMATION MAY BE MADE AVAILABLE TO OTHER MEMBERS OF WATT AND CONSENTS TO BEING CONTACTED BY OTHER MEMBERS IN FURTHERANCE OF THE PROGRAM.

12. Confidentiality. The Member acknowledge that, in the course of the Program, the Member may have access to confidential, sensitive, proprietary, or personal information of WATT, WATT personnel, or of the other members. Such information may only be used in furtherance of the Program. The Member shall maintain the confidentiality of such information and shall not disclose it to any third party without the prior written consent of the disclosing party. This obligation of confidentiality shall survive the termination of the Agreement. However, this Section shall not apply to information that is or becomes publicly known through no fault of the Member, is independently developed by the Member, or is rightfully obtained by the Member from a third party without restriction.

13. Indemnification. THE MEMBER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS WATT AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, OR EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) ARISING OUT OF OR IN CONNECTION WITH THE MEMBER’S PARTICIPATION IN THE PROGRAM. THIS INDEMNIFICATION INCLUDES, BUT IS NOT LIMITED TO, ANY INJURY, DAMAGE, OR LOSS SUSTAINED BY THE MEMBER OR ANY THIRD PARTY, WHETHER CAUSED BY NEGLIGENCE, BREACH OF THE AGREEMENT, OR THE CONDUCT OR ACTIONS OF THE MEMBER AS A PARTICIPANT IN THE PROGRAM. WATT MAY SELECT ITS OWN LEGAL COUNSEL AND MAY PARTICIPATE IN ITS OWN DEFENSE, IF SO DESIRED.

14. Expiration; Termination. The Agreement will expire at the end of the Term. The Agreement may be terminated by WATT through written notice to the Member if the Member is in breach of the Agreement. WATT may also terminate the Agreement if it deems, in its reasonable discretion, that the Member poses a threat, liability, or distraction to the Program or to the other members or if the Member fails to pay the Fees. Termination of the Agreement for cause will not relieve the Member from paying the entirety of the Fees owed during the Term, nor will it entitle the Member to a refund of any kind. In addition, the Agreement will be immediately terminated upon the death of the Member; the liquidation, dissolution, or discontinuance of the Program by WATT; or the filing of any petition by or against WATT under federal or state bankruptcy or insolvency laws. Upon the expiration or termination of the Agreement, the Program will no longer be accessible or available to the Member.

15. Dispute Resolution. In case of a dispute arising out of the Agreement, WATT and the Member shall first attempt to resolve the dispute personally and in good faith. IF THE PERSONAL RESOLUTION ATTEMPTS FAIL, A PARTY MAY THEN SUBMIT THE DISPUTE TO BINDING ARBITRATION TO TAKE PLACE IN SALT LAKE COUNTY, UTAH. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR ON AN INDIVIDUAL CASE BASIS. SUCH ARBITRATOR SHALL HAVE NO AUTHORITY TO ADD PARTIES, VARY THE PROVISIONS OF THE AGREEMENT, AWARD PUNITIVE DAMAGES, OR CERTIFY A CLASS. THE ARBITRATION SHALL BE CONDUCTED UNDER THE APPLICABLE AND GOVERNING LAWS THE STATE OF UTAH WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS OR RULES. EACH PARTY SHALL PAY THEIR OWN COSTS AND FEES ASSOCIATED WITH THE ARBITRATION. THE PARTIES EXPRESSLY WAIVE ANY RIGHTS THEY MAY HAVE TO A JURY TRIAL IN REGARD TO ARBITRAL CLAIMS.

16. Equitable Remedies. The Member acknowledges and agrees that a breach or threatened breach by the Member any obligations under Section 7 or Section 12 would give rise to irreparable harm to WATT for which monetary damages would not be an adequate remedy. In addition to any and all other rights and remedies that may be available to it in respect of such breach, WATT shall be entitled to seek equitable relief, including a temporary restraining order, injunction, specific performance, or any other equitable relief that may be available from a court of competent jurisdiction (without any requirement to first resolve the dispute personally, to pursue arbitration, or to post bond).

17. Force Majeure. Neither WATT nor the Member shall be liable or responsible to the other for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) action by any governmental authority; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances (h) telecommunication breakdowns, power outages, or shortages; (i) epidemic or pandemic; or (j) other similar events beyond the reasonable control of the affected party.

18. Notices. All notices shall be delivered by email at the address which the parties may designate to each other.

19. Media Release. The Member acknowledges and agrees that WATT may document, record, and/or photograph Member’s participation in the Program. Member grants WATT the irrevocable right to use such materials both during and after the Term in its marketing, promotional activities, and information services, including, but not limited to social media, live events, recorded events, marketing materials, publications, print, and all other forms of media now known or developed in the future for the purpose of marketing, promotion, seminars, educational materials, collateral, or other materials without the need for any additional permission, waiver, or signature by Member. WATT shall use reasonable efforts to avoid the publication of sensitive Member Information in such materials without the consent of the Member.

20. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Except as provided herein, nothing express or implied is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

21. Assignment. The Agreement is particular to the Member and may not be assigned by the Member to any third party. WATT may assign the Agreement in the event of a corporate reorganization or sale of its business without obtaining the consent of the Member. This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns.

22. Survival. Any provision of the Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of the Agreement.

23. Severability. If any part or subpart of the Agreement is held invalid or unenforceable by a competent arbitrator or court of law, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such case, the remainder of the Agreement shall continue in full force.

24. Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof.

25. Headings. The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.

26. Additional Terms; Conflict. Additional terms may apply to use of WATT websites, apps, events, or facilities. In the event of conflict, the terms of the Agreement shall control unless otherwise stated.

27. Entire Agreement. The Agreement constitutes the entire understanding between the Member and WATT with respect to the Program. The Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, whether written or oral, regarding the Program.