Terms & Conditions

The following Mentorship Program Agreement (“Agreement”) is entered into by and between You (“Member” or “You”) and Origins Incubator, LLC, a Colorado limited liability company with its principal address at 2250 Main Street, Unit 8, Superior, CO 80027 (“Company,” “we,” or “us”).

Program

The Company agrees to provide Member with access to the mentorship program entitled “Origins Incubator Program” (“Program”). Member wishes to engage the Company to participate in live mentorship, group coaching sessions, pre-recorded trainings, online resources, and associated materials, which shall be available to Member for as long as Member remains in good standing with an active payment account during this initial or successive terms. As a condition of participating in the Program, you agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

Definitions

“Program” will include mentorship, instruction, coaching, and community access with a focus on building and establishing a sustainable, membership-based, integrative and functional medicine practice.

“Program Materials” include information and content provided to Member as part of the Program, including but not limited to course videos, templates, legal resources, clinical curriculum, worksheets, and workbooks.

“Member” shall include any person, business, or entity who registers for the Program, including any employee and/or agent of such business or entity, who has timely paid all fees and costs. To be a Member, you must be 18 years or older, and by entering into this Agreement you represent that you are at least 18 years old and agree to be bound by these terms and conditions. If executing this Agreement on behalf of a business or entity, you represent that you have the actual authority to enter into this Agreement and bind your business or entity to the terms and conditions contained herein.

“Effective Date” means the date that the initial fee is paid and/or Member enrolls in the Program.

“Cohort Date” means the date on which Member is first granted access to the Program. The Cohort Date may differ from the Effective Date and will be communicated to Member at the time access is granted.

“Services” shall include the Program, mentorship calls, group coaching sessions, videos, and any Program Materials provided to Member as more specifically enumerated in Exhibit A.

“Subscription Period” shall mean the 12-month period beginning on the Cohort Date and ending 365 days thereafter.

Terms of Use, Privacy Policy & Disclaimer

The Company’s Terms of Use, Privacy Policy, and Disclaimer are hereby incorporated by reference into this Agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Program. In the event of a conflict between any of those policies and this Agreement, this Agreement shall govern.

Nature of the Relationship

Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company agrees to provide Member with access to the Program, which offers educational, mentorship, and informational resources. The information contained in the Program, including any interactions with mentors or instructors, is not intended as, and shall not be understood or construed as, legal, financial, tax, medical, health, or any other professional advice of any kind. The Program is provided for educational and mentorship purposes and is not intended as a substitute for the advice provided by licensed professionals with whom you have a professional relationship.

Some aspects of the Program include clinical education and information to assist you in the context of practicing integrative and functional medicine. As a licensed medical professional, it is your responsibility to use your professional judgment in whether to apply any Program Materials in a clinical setting. You are solely responsible for your own medical decision-making.

Professional Disclaimers

The Program, including all discussions, materials, templates, and trainings, is for educational and informational purposes only. Nothing in the Program shall be construed as medical, legal, accounting, tax, or other professional advice.

Medical Information: The Company is not providing medical advice. You are solely responsible for your clinical decisions, diagnoses, and treatments, and must use independent professional judgment consistent with your license and applicable law.

No Attorney-Client or Other Professional Relationship

Your use of this Program and its contents — including implementation of any suggestions set out in this Program and/or use of any resources available through the Program — does not create an attorney-client or other professional relationship between you and the Company or any of its professionals. The Company is not a law firm and, as such, neither the Company nor any of its professionals can accept you as a legal client. You recognize and agree that no professional-client relationship has been created by your use of this Program. You should consult your own attorney for legal advice regarding your specific practice.

Fees

In consideration of your access to the Program, you agree to pay the fees applicable to your enrollment tier as set forth below. All fees are in U.S. Dollars (USD).

Standard Enrollment — Origins Incubator Core Mentorship

You may choose between two payment options:

•     One (1) single payment of twenty-five thousand dollars ($25,000.00 USD), due at time of enrollment; or

•     A deposit of five thousand dollars ($5,000.00 USD) and eleven (11) monthly payments of one thousand nine hundred ninety-seven dollars ($1,997.00 USD).

Standard Enrollment — Origins Incubator Accelerator

You may choose between two payment options:

•     One (1) single payment of fifty thousand dollars ($50,000.00 USD), due at time of enrollment; or

•     A deposit of ten thousand dollars ($10,000.00 USD) and eleven (11) monthly payments of three thousand six hundred fifty dollars ($3,650.00 USD).

If you select a payment plan with monthly installments, you must make the initial deposit payment on the date you execute this Agreement. Subsequent installment payments will be charged on the same day of the month for eleven (11) consecutive months. If you have selected a payment plan and you miss a payment, your account status will be changed to “delinquent.” Your access to the Program and all related content will be suspended seven (7) days after your payment declines, unless the failed payment is resolved prior to that date.

If your account remains in delinquent status for longer than sixty (60) days, the Company reserves the right, at its sole discretion, to report any delinquent balance to a credit reporting bureau and/or collections agency until the account is current and in good standing.

Origins Incubator is not a subscription model that can be canceled at will. Your selected payment method will be automatically charged for each monthly installment. You agree to make all installment payments and will remain responsible for each scheduled payment. If any payment is not made after reasonable attempts to contact you to resolve the issue, the Company shall suspend your access to the Program and reserve its right to collect any amounts due. In the event of non-payment, the Company may accelerate future monthly payments and declare the entire remaining balance due and payable as of the date of default. Any unpaid amounts in default shall accrue interest at the maximum rate allowed by applicable law.

Payment Plan Authorization

If you elect a payment plan, you hereby authorize the Company to charge your credit card or debit card automatically according to the terms set forth in the Fees section above. You agree to maintain a valid form of payment on file at all times until all fees are paid in full. You agree to reimburse the Company for any fees or costs incurred in the event of any chargeback, insufficient funds, or other refusal to honor a payment request related to your payment method.

No Refunds

All sales are final. The Company does not offer any money-back guarantees. You recognize and agree that you shall not be entitled to a refund for any purchase under any circumstances. By enrolling in the Program, you are committing to the full investment and the full Program experience.

The Program

As part of the Program, the Company shall provide Member with access to the services and resources described below and in Exhibit A. The Program is dynamic and the exact nature, form, and substance of Program Materials and delivery methods may evolve throughout the Program’s life cycle at the Company’s discretion. The descriptions below and in Exhibit A are general and exemplary; nothing in this Agreement shall grant Member a right to any specific embodiment or form of Program Materials.

Program Portal Access. The Company shall maintain an online Program portal that may include lessons, forms, worksheets, checklists, templates, and other resources. Member shall have access to this portal for as long as Member remains in good standing with an active payment account during this initial or successive terms.

Private Community Access. The Company shall maintain a private members’ community to which Member will have access. That community provides a forum for Member to connect with other Program participants and to seek guidance and support. Members of the Company team will engage with Program participants in the community, but the Company does not guarantee participation by any specific team member, founder, or instructor in any given period. Member is required to abide by all rules posted in that community. Failure to abide by community rules may result in forfeiture of community access, without entitlement to a refund.

Weekly Group Mentorship Sessions. As a Member of the Program, you will have access to six (6) weekly live group mentorship and coaching sessions covering Practice Creation, Legal Education, Clinical Education, Origins OS Foundations, Origins OS Implementation, and either Clinical Foundation or Company’s Expert Series. For clarity, the Expert Series and Clinical Foundations rotate approximately every-other-week. The Company shall provide you with scheduling details and instructions for participating in these sessions and will advise of any rescheduled or canceled sessions on Company’s calendar and in weekly emails.

Onboarding Calls. Your program begins with two onboarding calls. The first call will walk you through the Origins Incubator Client Success Playbook, which is your roadmap for navigating the program, understanding available resources, and setting yourself up for a strong start. The second call will assess where you are in your practice-building journey, identify your current stage, and establish your priorities for the program.

Individual Mentorship Calls. As part of the Program, and in addition to the two Onboarding Calls, Member is entitled to up to four (4) scheduled one-on-one mentorship calls with Program mentors per Subscription Period. Member may begin scheduling these calls at any time after enrollment. Additional individual calls beyond the four (4) included may be available for purchase at the Company’s then-current rates.

Bonuses. From time to time, the Company will offer bonuses to individuals who enroll in the Program. Member shall be entitled to any bonuses offered at the time of registration.

Discounts and Offers. As a Program Member, you may be entitled to discounts or special pricing on the Company’s other products and services at the Company’s discretion.

Ownership of Intellectual Property & Limited License

Subject to the terms and conditions set forth in this Agreement, Company grants Member a non-exclusive, non-transferable, limited license to access and view the Program as made available to Member for the duration of the Subscription Period. The right to access the Program and Program Materials is limited to Member only. The Program and Program Materials shall not be reproduced, copied, recorded, or replayed without the express written authorization of the Company. Accordingly, Member is prohibited from recording, storing, reproducing, transmitting, displaying, printing, copying, selling, or distributing the Program or Program Materials except as otherwise provided herein or with the Company’s prior written consent.

Notwithstanding the foregoing, Member may utilize templates and other Program Materials, as indicated in the Program, exclusively within their own practice or organization, but shall not share them with third parties. This limited right shall include the right to download, store, and reproduce Program Materials in electronic or physical form solely for Member’s participation in the Program or use in accordance with this section.

All right, title, and interest (including all copyrights and other intellectual property rights) in the Program and Program Materials belong to the Company. Member shall not acquire any ownership interest, copyright, or other intellectual property or proprietary interest in the Program or Program Materials or copies thereof.

Member shall not record or reproduce for sale, post to the internet, share login details or Program Materials with any third parties, or otherwise misappropriate the Program or Program Materials, or do anything that infringes on the Company’s proprietary ownership or copyright interest. Notwithstanding the foregoing, Member may purchase additional licenses for staff or providers as enumerated in Exhibit A. Member shall ensure that additional licensees are bound by this Agreement.

Member may not remove or obscure any Company badge, icon, label, trademark, watermark, or other notice contained in the Program or Program Materials without prior written authorization from the Company.

Confidentiality

The Company respects the privacy of its Members and will not disclose any information you provide except as set forth in this Agreement or under our Privacy Policy. As a condition of participating in the Program, you hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information.

Specifically, you shall not share any information provided by other Program participants outside the bounds of the Program unless you receive express written permission from such other participants to share the information. Similarly, the Program and Program Materials contain the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to you in the Program with anyone other than the Company, its owners and employees, and other Program participants.

The confidentiality obligations of this Agreement shall survive beyond the term of the Program and the end of Member’s participation therein for any reason.

Materials Provided by You During the Program

The Company does not claim ownership of the information or materials you may provide during the Program (including feedback and suggestions) or post, upload, input, or submit to any Program portal or associated services (collectively, “Submissions”).

However, by posting, uploading, inputting, providing, or submitting your Submission, you are granting the Company, our affiliated companies, and necessary sub-licensees permission to use your Submission in connection with the operation of their businesses, including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

The Company has the right to include your Submissions — including any audio or video recordings of you participating in any Program sessions — in the Program and other marketing materials. No compensation will be paid with respect to the use of your Submission. The Company is under no obligation to post or use any Submission and may remove any Submission at any time in the Company’s sole discretion.

By providing a Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section. You agree that you will not share, provide, or disclose information as part of a Submission or in connection with the Program in any way that would violate the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated thereunder.

Limitation of Liability

You agree to absolve and do hereby absolve the Company of any and all liability or loss that you or any person or entity associated with you may suffer or incur as a result of the use of the Program or any information and resources contained in the Program. You agree that the Company shall not be liable to you for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Program.

The information, software, products, and services included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the Program. The Company and/or its suppliers may make improvements or changes in the Program at any time.

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, completeness, or accuracy of the information, software, products, services, and related materials contained in the Program or Program Materials for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related materials are provided “as is” without warranty or condition of any kind. The Company and its suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use or performance of the Program. If you are dissatisfied with the Program or any portion of it, your sole and exclusive remedy is to discontinue using the Program. In no event shall the aggregate liability of the Company exceed the total amount paid by Member to the Company under this Agreement.

Testimonials

The Company may solicit testimonials from Members to provide comments, feedback, and information about their experience with the Program. By executing this Agreement, Member agrees to permit the Company to use, publish, post, or communicate any testimonial and otherwise grants the Company a royalty-free, perpetual, non-exclusive, worldwide license to use, distribute, post, advertise, transmit, copy, edit, or otherwise publicly disseminate any communication or testimonial submitted by Member, in whole or in part, with or without identifying Member as the author. If the Company chooses to identify Member as the author, Member grants the Company the right to identify Member by name, initials, email address, screen name, or any other reasonable manner of identification.

Any and all testimonials used to describe the Program are anecdotal accounts from real Members and do not guarantee that you will experience similar results.

Personal Responsibility

By participating in the Program, you accept personal responsibility for the results of your actions. You agree that the Company has not made any guarantees about the results of taking any action, whether recommended in the Program or not. The Company provides educational, mentorship, and informational resources that are intended to help Members succeed. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control or knowledge of the Company.

You also recognize that prior results do not guarantee a similar outcome. Results obtained by other Members or clients of the Company are no guarantee that you will be able to obtain similar results.

You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available in the Program. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans, policies, or strategies suggested or recommended in the Program.

You understand that your participation in the Program carries inherent risks associated with implementing business, legal, or clinical strategies. You knowingly and voluntarily assume full responsibility for any such risks and agree to release and hold harmless the Company from any claims arising out of your participation, implementation, or use of any information obtained through the Program.

No Warranties

The Company makes no warranties regarding the performance or operation of the Program, including any technological aspects. The Company further makes no representations or warranties of any kind, express or implied, as to the information, contents, materials, documents, programs, products, or services included in or through the Program. To the fullest extent permissible under applicable law, the Company disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

No Guarantee of Results

You acknowledge that individual results depend on many factors beyond the Company’s control, including your level of effort, your specific market, your prior experience, and other personal and professional variables. The Company does not guarantee income, client acquisition, or practice success.

Reproduction and Competition Restriction

The Program and Program Materials are for the use of Member or other authorized users only and may not be replicated, copied, or transmitted to any third party for sale or any other commercial use without the prior written consent of the Company. Member shall not copy, reproduce, create derivative works of, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content contained in the Program or Program Materials for commercial or non-commercial purposes other than as permitted by this Agreement.

In addition, Member is prohibited for a period of two (2) years after the Cohort Date from offering for sale or profit any online business mentorship programs, courses, trainings, or resources that are substantially similar to and/or directly competitive with those offered by the Company, targeting the same audience of licensed healthcare practitioners.

Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Program, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved informally, the parties agree to submit the matter to binding arbitration in accordance with the rules of the American Arbitration Association, before resorting to litigation, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights.

To the extent any matter proceeds in court, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in or nearest to Sarasota, Florida, and each party waives any objection to the convenience of that forum.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Program and related services, any content posted or submitted by you, your violation of any terms of this Agreement, or your violation of any rights of a third party or any applicable laws, rules, or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.

Termination and Access Restriction

The Company reserves the right, in its sole discretion, to terminate Member’s access to the Program and related services or any portion thereof at any time if: (a) Member becomes disruptive to the Company or other Program participants; (b) Member fails to follow Program guidelines or community rules; (c) Member engages in any intentional or illegal act intended to harm or damage the Company; or (d) Member otherwise violates this Agreement. Member shall not be entitled to a refund of any portion of fees paid and shall not be excused from any remaining payments under a payment plan in the event of such termination.

Miscellaneous

Entire Agreement

This Agreement, together with Exhibit A (Services) and Exhibit B (Business Associate Agreement), along with the Company’s Terms of Use, Privacy Policy, and Disclaimer, constitutes the entire agreement between Member and the Company with respect to the Program and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Member and the Company with respect to the Program.

Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Waiver

No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

Force Majeure

The Company shall not be liable or responsible to Member, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, hostilities, terrorist threats or acts, riot, national emergency, revolution, insurrection, epidemic, labor disputes, telecommunication breakdown, or power outage.

Assignment

This Agreement may not be assigned by Member without prior written consent of the Company. The Company may assign all rights and obligations under this Agreement without prior consent from Member.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida, United States of America, without regard to its conflict of law rules. Any dispute arising under or out of this Agreement that proceeds to litigation shall be heard by either the state court located in Sarasota, Florida, or the United States District Court for the Middle District of Florida, Tampa Division. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such courts. Should Member file a suit or claim in a venue other than as provided herein, Member shall pay to the Company all costs, including attorneys’ fees, travel costs, and local counsel fees, associated with dismissing or transferring the improperly filed matter. Should the Company prevail in any dispute under this Agreement, the Company shall be entitled to recover its reasonable fees and costs, including attorneys’ fees.

Amendments and Modifications

The Company reserves the right to modify the terms and conditions of this Agreement upon thirty (30) days’ written notice to Member. Notice may be provided by email to the address on file for Member’s account. If Member does not agree to the amended terms, Member shall notify the Company in writing within the notice period. Member’s continued participation in the Program following the notice period constitutes acceptance of the modified terms.

Effective Date

This Agreement shall commence and be enforceable with respect to each Program participant upon the date that the participant initially registers for the Program and submits the required initial payment.

MEMBER ACKNOWLEDGMENT

By enrolling in the Origins Incubator Program and submitting payment, Member acknowledges that they have read, understood, and agreed to the terms of this Agreement in its entirety.

EXHIBIT A

Services

THIS LIST IS EXEMPLARY AND GENERAL IN NATURE. THE PRECISE FORM, SUBSTANCE, AND SCHEDULE OF SERVICES AND RELATED PROGRAM MATERIALS MAY BE CHANGED BY THE COMPANY AT ANY TIME, CONSISTENT WITH THE AMENDMENT PROCEDURES IN THIS AGREEMENT.

Program Dates

Start Date: Your Program commences on the Cohort Date.

End Date: One year (365 days) after your Cohort Date.

Program Mentors

Linda Matteoli, DO — Practice Creation, Practice Management, Marketing, Mindset

Cheryl Burdette, ND — Clinical Curriculum

Scott Rattigan, JD — Legal Education, Finance Education, Marketing, Mindset

Erin McKenney, JD — Operations, Systems, Business Infrastructure

What’s Included in the Program

•     Practice Creation Course — includes course book, videos, templates/downloads, and workbook/action items

•     Clinical Curriculum Course — includes course book, protocol manual, videos, downloadable slides, and case study notes

•     Clinical Foundations Course — includes course book, videos, and notes.

•     Legal Education Course — includes legal templates and training videos

•     Origins OS Course — includes tutorial videos, workbook/action items, and templates/ downloads.

•     Members’ Community — ability to ask questions and interact with fellow Members and Program mentors asynchronously

•     Live group Office Hours mentorship calls: Practice Creation, Clinical, Legal, and Origins OS

•     Up to four (4) scheduled individual mentorship calls per Subscription Period

•     Origins OS CRM Platform — 12-month complimentary access including platform activation, one (1) Origins OS tech stack and onboarding call, two (2) weekly live office hours sessions (CRM Foundations and Implementation), one (1) final walk-through call, and full access to the training library, knowledge base, and support resources (see Origins OS Access, below)

Who Is Eligible for the Program

•     Licensed medical physicians (MDs, DOs)

•     Licensed naturopathic physicians (NDs) — must be licensed to practice in a state that authorizes ND practice

•     Nurse Practitioners in states with full practice authority, or those with an existing collaborating physician (by application to Origins Incubator only)

License Verification

The Company may request, and you agree to submit upon request, a copy of your current medical license to confirm eligibility for the Program.

Program Access Upon Enrollment

Access to the following begins on the date of your Cohort:

•     All Practice Creation Course materials (Stages 1–4)

•     Clinical Curriculum Course

•     Legal Education Course and templates

•     Origins OS Website Course and website templates

•     Origins OS platform access and onboarding resources

•     Expert Speaker Series Recordings

•     Individual mentorship call scheduling (up to 4 per year)

•     Weekly group mentorship sessions (3 per week: Legal, Clinical, Practice Creation)

•     Members’ Community

Communication with the Mentorship Team

Member communication with Linda Matteoli, Cheryl Burdette, Scott Rattigan, and Erin McKenney occurs through the following channels:

•     Discussion during weekly live group mentorship calls

•     Scheduled individual mentorship calls (up to 4 per Subscription Period; see above)

•     Community forum

•     Email support for technical issues: [email protected] | 720-706-9041 (text only)

Additional Course Access for Providers Within the Practice

Providers are defined as MDs, DOs, NPs, PAs, NDs, and DCs.

•     The primary member (practice owner) must disclose all additional healthcare providers at time of enrollment and if hired during the Program year.

•     Medical licenses for each additional provider and a copy of the relevant employment, contractor, or ownership agreement must be provided.

•     Additional healthcare providers in the practice are not eligible for the following courses: Practice Creation, Legal Education, or Origins OS Website Course.

Options for additional licensed providers:

Active Learning Option:

•     Access to: Clinical Curriculum Course and related resources, weekly clinical live group calls, community forum

•     No individual one-on-one mentorship calls included

•     Investment: $5,000 per provider per year | Personal login provided

Passive Learning Option:

•     Access to: Clinical Curriculum Course and related resources, recordings of weekly clinical group calls

•     No access to community, live group calls, or individual calls

•     Investment: $1,200 per provider per year (non-CME) | $1,600 per provider per year (with CME credit)

•     Personal login provided

Additional Course Access for Support Staff

Support staff includes non-healthcare personnel or those not involved in direct patient care.

Access includes:

•     Practice Creation Course

•     Origins OS Website Course

•     Open office hours with the Program support team

•     Individual calls with designated Program mentors (counts toward the four included individual calls per Subscription Period; additional calls available at then-current rates)

No access to: Legal Education, Clinical Curriculum, or Members’ Community.

•     Personal login provided

Health Coaches and Nutritionists

Health Coaches, Nutritionists, and RDs who are not licensed as MDs, DOs, NPs, PAs, NDs, or DCs do not currently have access to the Incubator Program at this time.

Completion of Program and Alumni Access

Members retain full access to Program digital content and Program mentors for as long as they maintain an active subscription as a cohort member or alumni subscriber. Only active subscribers have access to live mentors, group sessions, and digital content.

Alumni Access includes:

•     Weekly live group calls alternating between Clinical and Practice Creation topics

•     Weekly Legal Education group calls

•     À la carte individual mentorship calls at the Alumni rate (then-current pricing)

•     Continued access to the Members’ Community

Alumni Investment:

•     The then-current alumni price

•     May cancel at any time without penalty

Associated Companies

The founders of Origins Incubator have also created two related companies: Functional Lawyer (healthcare legal resources, led by Scott Rattigan, JD) and ReveliaDx (an electronic health records platform designed for integrative and functional medicine practices). Use of these brand offerings is not included in the price of the Incubator Program.

These companies were created in response to needs identified within the physician community Origins serves. As a Program Member, you are in no way obligated to use these companies. The curriculum discusses alternative options for each, and you will decide what is best for your practice. As a Program Member, you may have access to discounted pricing or special offers for these brands.

Origins OS Platform Access (Included Benefit)

Your OIC membership includes complimentary access to Origins OS, a Customer Relationship Management (CRM) platform built on GoHighLevel, for your first twelve (12) months after your Cohort Date, so long as you remain an active and paying Origins Incubator member. Origins OS is a guided self-implementation platform. Origins OS LLC provides the tools, training, and structured support described below. You are responsible for implementing, customizing, and managing your platform.

Activation Process

To activate your Origins OS access, you will complete a separate activation process with Origins OS LLC, during which you will:

•     Create your Origins OS account

•     Provide a payment method for usage fees (SMS, calls, emails)

•     Accept the Origins OS Master Terms of Service

•     Configure your account settings

Platform Access Fee

•     During your first 12 months after your Cohort Date, your platform access fee is complimentary as part of your OIC membership.

•     You are responsible for usage fees (SMS, calls, emails), which are billed separately by Origins OS based on your actual usage via a wallet system. See Fees and Payment section below.

•     After 12 months, you may continue Origins OS services at the then-current standard platform rate, or discontinue platform access while continuing as an OIC alumni member.

Services Included During Your 12-Month Complimentary Period:

•     One-time setup of Coming Soon or A2P Compliant microsite (content provided by you)

•     One (1) Origins OS Tech Stack Onboarding Call

•     Guided Implementation workbooks to help you map out and build your Origins OS CRM system

•     Access to the Origins OS course, 24/7 tech support, and the Origins OS Knowledge Base

•     Two (2) weekly live Office Hours sessions with an Origins OS team member

•     One (1) final walk-through call with an Origins OS team member (upon completion of your guided implementation)

•     Training, support, and resources as described below

Platform Access and Features:

You receive access to the Origins OS platform built on GoHighLevel, including:

•     Pre-built snapshot with template workflows and automations

•     Email and SMS communication tools

•     Calendar and appointment scheduling

•     Forms and funnel builders

•     Website builder

•     CRM and pipeline management

•     Dashboard for CRM reporting

•     Ability to opt in to upgraded platform features offered by GoHighLevel (paid separately)

What YOU Are Responsible for Implementing

You are responsible for the following technical integrations and internal business decisions (with our guidance):

•     Two-factor authentication setup

•     Payment processor integration (Stripe, etc.)

•     Google Business Profile connection

•     Google Calendar integration

•     Delegated domain authorization (or domain transfers if transferring your domain into Origins OS)

•     Website builder setup (determining whether to build your website in Origins OS or an external website builder)

•     Phone number purchase (if applicable)

CRITICAL UNDERSTANDING: Origins OS provides the tools, training, and guidance. YOU are responsible for implementation.

●      This is a "GUIDED DIY" model:

                         i.         We provide: Platform, templates, training, guidance, support

                       ii.         You do: Customization, content creation, configuration, launching. Think of it like a personal trainer who shows you how to exercise (we guide) vs. someone who exercises for you (not our model).

                      iii.         EXCEPTION: We build ONE thing for you - your initial Coming Soon or A2P Compliant microsite (described below). Everything else, you implement using our course and support tools.

One-time Setup of Your Coming Soon or A2P Compliant Microsite includes:

●      You Choose One:

                         i.         Coming Soon Microsite - Launch page while you build your practice, or

                       ii.         A2P Compliant Microsite - Compliant page for SMS regulations

●      What's Included:

                         i.         Professional microsite built in Origins OS website builder

                       ii.         Waitlist funnel with lead capture

                      iii.         Waitlist form to collect interested prospects 

                      iv.         Waitlist automation to nurture subscribers

                        v.         Published live and ready to share

●      What YOU Provide (via shared Website Google workbook):

                         i.         Headline for your microsite

                       ii.         Subheadline and description text

                      iii.         Call-to-action text

                      iv.         Your logo (PNG or JPG) (if known)

                        v.         Brand colors and hex code (if known)

                      vi.         Your contact email and phone number

                     vii.         Social media links (if desired)

●      What WE Do:

                         i.         Design the microsite using your content

                       ii.         Build the waitlist funnel structure

                      iii.         Configure the waitlist form with appropriate fields

                      iv.         Set up the waitlist automation sequence using your content

                        v.         Publish your microsite live

                      vi.         Provide you with the URL to share

●      Timeline: Completed within 10 business days of receiving your content

●      Purpose: This gives you an immediate online presence and starts building your waitlist while you learn the platform and build out your full system.

●      What This Is NOT:

                         i.         Not a full website (just a single-page microsite)

                       ii.         Not custom design (uses Origins OS template with your content/colors)

                      iii.         Not ongoing maintenance (we build and publish once; you manage after)

●      After we build and launch this microsite, you can:

                         i.         Keep it as-is while you build your full website

                       ii.         Edit and customize it further yourself

                      iii.         Replace it with your full website when ready

                      iv.         Use it as a template to learn the website builder

Onboarding and Guided Implementation

Platform Setup

What Origins OS Does:

•     Deploy the Origins OS snapshot to your subaccount

•     Implement your custom values throughout the snapshot

•     Provide an initial platform walkthrough during your Tech Stack Onboarding Call

What You Provide:

•     Completion of the onboarding form with your custom values, including practice name and contact information, and brand colors and style preferences (if known)

•     Content for your Coming Soon or A2P microsite

Timeline: Snapshot deployed within five (5) business days of form submission.

Origins OS Tech Stack Onboarding Call

Purpose: To guide you through self-implementation of the platform for your specific practice. During this call, Origins OS will review your current technology stack, provide an overview of the platform, and confirm that you have access to the training and support resources needed to proceed with implementation.

We will:

•     Introduce you to the Origins OS platform and all training and support resources available to you during your implementation of the platform.

•     Show you where to customize features in the platform

•     Answer your questions about features and functionality

•     Provide best practices and strategic recommendations

•     Help you understand platform capabilities

We will not:

•     Log into your account and build for you

•     Write your email copy or marketing content

•     Design your forms, funnels, or website (beyond the initial microsite)

•     Configure your specific automations

•     Enter your data or migrate contact or other records

•     Manage your campaigns

Weekly Origins OS Office Hours (Two Sessions Per Week)

Throughout your 12-month complimentary period, you will have access to two (2) weekly live Office Hours sessions:

•     Origins OS Design Workshop — Covers platform design elements, focusing specifically on website design, email and form design elements, and template designs.

•     Origins OS Implementation and Customization — Focused on applying and customizing the Origins OS snapshot for your specific practice, including contact management, pipeline setup, foundational workflows, automation review, and implementation troubleshooting

Office Hours are group sessions. Individual build support is not provided during Office Hours. Recordings are available for sessions you are unable to attend.

Origins OS Final Walk-Through Call

Once you have completed the implementation of the workflows, forms, website, and other applicable elements needed for your practice and are ready to go live with your Origins OS account, you may schedule one (1) final walk-through call with an Origins OS team member. During this call, Origins OS will review your account setup, confirm that key workflows are functioning as intended, and help prepare you for live use of the platform. This call is available once per Member per 12-month complimentary period.

Training, Support, and Resources

The following are included throughout your 12-month complimentary period:

•     Video Training Library

•     Origins OS Knowledge Base (how-to guides and troubleshooting tips)

•     24/7 Live Support and Tech Support Ticket System (technical troubleshooting assistance and “How do I…?” questions answered)

•     Weekly Origins OS Office Hours (ask questions in real-time, see others’ implementations; recordings available if you cannot attend)

Support does not include:

•     Building workflows for you

•     Building your website (beyond the initial microsite)

•     Writing your content (emails, forms, copy)

•     Designing your materials

•     Configuring your specific automations

•     Entering your data

•     Managing your campaigns

•     Logging into your account to perform work on your behalf

CRITICAL UNDERSTANDING:

Origins OS provides the tools, training, and guidance. YOU are responsible for implementation. This is a “Guided DIY” model: we provide the platform, templates, training, guidance, and support. You do the customization, content creation, configuration, and launching.Think of it like a personal trainer: we show you how to work out (we guide); we do not work out for you (not our model). EXCEPTION: We build one (1) thing for you, your initial Coming Soon or A2P Compliant microsite.. Everything else, you implement using our course and support tools.

For hands-on, done-for-you services, see Done-For-You Implementation below.

Fees and Payment

•     Setup Fee (Snapshot and Custom Values): Included in your OIC membership

•     Platform Access Fee: Included in your OIC membership for your first 12 months; billed at the then-current Origins OS monthly platform rate thereafter for continued use

•     A2P 10DLC Registration: Included in your OIC membership

Usage Fees (Billed Directly by Origins OS): You are responsible for usage fees based on your actual platform use. These are pass-through fees from GoHighLevel.

 ge Type

Rate

SMS/Text Messages

$0.0087 per segment (1 segment = 160 characters)

Outbound Calls

$0.0147 per minute

Inbound Calls

$0.0089 per minute

Email Delivery

$0.001 per email

How the Usage Wallet Works:

•     Initial credit: $20 (complimentary at account setup)

•     Auto-reload: $10 charged to your payment method on file when balance reaches $0

•     View your balance at any time within your Origins OS account

•     Download detailed usage reports in the billing section of your Origins OS account

Typical Monthly Usage Costs (for reference):

•     Small practice (approx. 100 contacts, light use): ~$10–$15/month

•     Medium practice (approx. 500 contacts, moderate use): ~$25–$40/month

•     Large practice (2,000+ contacts, heavy use): ~$75–$100/month

Cost Management Tips:

•     Use email when possible — lowest cost at $0.001 vs. $0.0087+ for SMS

•     Keep SMS messages under 160 characters to avoid multi-segment charges

•     Set usage alerts at a $10 threshold

•     Monitor usage weekly during your first month to understand your patterns

What Happens After Your First 12 Months:

•     You may choose to continue or discontinue Origins OS at any time

•     If you continue: you will pay the then-current Origins OS monthly platform access fee

•     Usage fees continue on the same basis as during your first 12 months

•     Additional or upgraded services are available if you elect a separate service agreement

Separate Legal Entity:

Origins OS LLC is a separate company from Origins Incubator LLC. You will have a separate agreement directly with Origins OS LLC governing your use of the Origins OS platform. The terms set forth in this Exhibit describe the services included as part of your Origins Incubator membership. Your ongoing use of Origins OS after your complimentary period, and your obligations regarding usage fees, are governed by your separate agreement with Origins OS LLC.

Done-For-You Implementation

Origins OS offers separate Done-For-You Implementation Services, where the Origins OS team builds everything in your account for you. This service is NOT included in your OIC membership and requires a separate purchase directly from Origins OS LLC. If you are interested in Done-For-You implementation, email [email protected] or inform any Origins Incubator team member during your onboarding and they will assist you with the process.

 Exhibit B

Business Associate Agreement

This Business Associate Agreement (this “Agreement”) is incorporated by reference into and made a part of Origins Incubator’s Program Agreement, and is entered into by and between Origins Incubator, LLC, a Colorado limited liability company, (“Company”) and the applicable healthcare provider (“Customer”) that has agreed to the Program Agreement; provided, however, that the terms of this Agreement apply only if and solely to the extent that Company receives, creates, maintains, or transmits Protected Health Information relating to patients of Customer in connection with the Services Agreement (defined below) that Company, as a Business Associate, performs for or on behalf of Customer, as a Covered Entity. Company, in its capacity as a Business Associate, is referred to herein as “Business Associate,” and Customer, in his/her/its capacity as a Covered Entity, is referred to herein as “Covered Entity,” Business Associate and Covered Entity are each individually a “Party” and collectively the “Parties.”

Recitals

WHEREAS, Covered Entity has accepted Business Associate’s Program Agreement (the “Program Agreement”) and Business Associate may create, receive, maintain, or transmit Protected Health Information (defined below) in conjunction with the services being provided under the Program Agreement, thus necessitating a written agreement that meets applicable requirements of HIPAA (defined below);

WHEREAS, pursuant to the Health Insurance Portability and Accountability Act of 1996, including its implementing regulations (45 C.F.R. Parts 160-64), as amended from time to time (collectively, “HIPAA”); and

WHEREAS, Business Associate and Covered Entity desire to satisfy HIPAA’s requirements through this Agreement and otherwise to address related matters regarding HIPAA.

Agreement

NOW THEREFORE, to the extent HIPAA applies to each Party, and in consideration of the mutual agreements and undertakings of the Parties, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Definitions.

The following terms shall have the following meaning when used in this Agreement:

“Electronic Protected Health Information” or “ePHI” shall have the same meaning given to such term as 45 C.F.R. § 160.103, limited to the information created, received, or maintained or transmitted from or on behalf of Covered Entity.

“Individual” shall have the same meaning as the term “individual” in 45 C.F.R. §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. §164.502(g).

“Protected Health Information” or “PHI” shall have the same meaning as the term “protected health information” in 45 C.F.R. § 160.103, except limited to the information received from Covered Entity, or created, maintained or received on behalf of Covered Entity. For avoidance of doubt, PHI shall include ePHI.

“Subcontractor” shall have the same meaning as the term “subcontractor” in 45 C.F.R. §160.103, except limited to any such individual or entity who creates, receives, maintains, or transmits PHI on behalf of Business Associate.

Any capitalized term not specifically defined herein shall have the same meaning as is set forth in 45 C.F.R. Parts 160 and 164, where applicable. The terms “use,” “disclose” and “discovery,” or derivations thereof, although not capitalized, shall also have the same meanings set forth in HIPAA.

Obligations and Activities of Business Associate.

Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement, the Services Agreement, or as Required By Law.

Business Associate agrees to use appropriate safeguards and comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect to Electronic PHI, to prevent use or disclosure of the PHI other than as provided for by this Agreement.

Business Associate agrees to report to the Covered Entity any use or disclosure of PHI not provided for by this Agreement, including, without limitation, Breaches of Unsecured PHI as required at 45 C.F.R. 164.410, and any Security Incident of which it becomes aware. The Parties acknowledge and agree that this Section 2(c) constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. Unsuccessful Security Incidents shall include, but not be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as such incidents do not result, to the extent Business Associate is aware, in unauthorized access, use or disclosure of Electronic PHI. For all reporting obligations under this Agreement, the Parties acknowledge that, due to the nature of the services provided in the Services Agreement, Business Associate may not know the nature of the PHI or the identities of the Individuals to whom the PHI relates. Accordingly, Business Associate may be limited in its ability to provide information regarding the identities of the Individuals who may have been affected by a Security Incident or Breach affecting Covered Entity’s PHI, or in its ability to provide detailed information regarding what Provider PHI was affected by a Security Incident or Breach.

In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), if applicable, Business Associate agrees to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to substantially the same restrictions, conditions, and requirements that apply to Business Associate under this Agreement with respect to such PHI.

Business Associate agrees to make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.524.

Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.526.

Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528.

To the extent that Business Associate is to carry out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations.

Business Associate agrees to make its internal practices, books, and records available to the Secretary for purposes of determining compliance with HIPAA.

Permitted Uses and Disclosures by Business Associate.

Business Associate may only use or disclose PHI as necessary to perform its obligations under the Services Agreement. In addition, Business Associate is authorized to use PHI to de-identify the PHI in accordance with 45 C.F.R. 164.502(d) and 164.514(a)-(c). For the avoidance of doubt, such de-identified data will no longer be considered PHI.

Business Associate may use or disclose PHI as permitted or Required By Law.

Business Associate agrees to make uses and disclosures and requests for PHI consistent with Covered Entity’s minimum necessary policies and procedures.

Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except for the specific uses and disclosures set forth in subsections (e), (f) and (g), below.

Business Associate may use PHI for its proper management and administration or to carry out its legal responsibilities.

Business Associate may disclose PHI for its proper management and administration or to carry out its legal responsibilities, provided the disclosures are Required By Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the information’s confidentiality has been breached.

Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity.

Obligations of Covered Entity.

Covered Entity shall promptly notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 C.F.R. 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI, prior to the effective date of such revocation.

Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI, prior to the effective date of such restriction.

Covered Entity shall obtain any authorization or consents as may be Required by Law for any of the uses or disclosures of PHI pursuant to this Agreement or the Services Agreement.

Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Covered Entity.

Term and Termination.

Term. The Term of this Agreement shall commence as of the date that Covered Entity creates an Company account (the “Effective Date”) and shall terminate upon the date which Covered Entity terminates the Services Agreement by deactivating its Company account or on the date either Party terminates this Agreement for cause as authorized in subsection (b) of this Section 5, whichever is sooner.

Termination for Cause. Each Party authorizes termination of this Agreement by the other Party if a Party determines the other Party has breached a material term of this Agreement and the breach is not cured within thirty (30) days after the breaching Party’s receipt of written notice of the alleged breach.

Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, Business Associate shall:

Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities;

Return to Covered Entity or Covered Entity’s designee (to the extent permitted by HIPAA) if feasible, or, if feasible and agreed to by Covered Entity, destroy the remaining PHI that the Business Associate still maintains in any form;

Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to Electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains PHI;

Not use or disclose PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at Section 3 (e) and (f), above, which applied prior to termination; and

Return to Covered Entity, or, if agreed to by Covered Entity, destroy PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities

Survival. The obligations of Business Associate under this Section 5 shall survive the termination of this Agreement.

Notices. Any notice, consent, request or other communication required or permitted under this Agreement shall be in writing and delivered and delivered in the manner as set forth in the Services Agreement.

Miscellaneous.

Regulatory References. A reference in this Agreement to HIPAA means the provision as in effect or as amended.

Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Covered Entity to comply with the requirements of HIPAA and any other applicable law.

Interpretation. Any ambiguity in this Agreement shall be resolved to permit compliance with HIPAA.

Governing Law and Disputes. The construction, interpretation and performance of this Agreement and all transactions under this Agreement shall be governed and enforced pursuant to the laws of State of Delaware, without giving effect to its conflicts of laws provisions, except to the extent Delaware law is preempted by any provision of federal law, including HIPAA. The Parties agree that all disputes arising out of or relating to this Agreement will be subject to mandatory binding arbitration under the rules of Judicial Administration and Arbitration Services (“JAMS”) in effect at the time of submission, as modified by this Section 6(d). The arbitration will be heard and determined by a single arbitrator selected by the Parties’ mutual agreement, or, failing agreement within thirty (30) days following the date of the respondent’s receipt of the claim, by JAMS. Such arbitration will take place at a location mutually agreed to by the parties. The arbitration award so given will be a final and binding determination of the dispute, and will be fully enforceable in any court of competent jurisdiction. Except in a proceeding to enforce the arbitration’s results or as otherwise required by law, neither Party nor any arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written agreement of both Parties.

No Third Party Beneficiary. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the Parties’ respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

Controlling Provisions. In the event that it is impossible to comply with both the Services Agreement and this Agreement, the provisions of this Agreement shall control with respect to those provisions of each agreement that expressly conflict with regard to the subject matter herein. This Agreement shall supersede and replace any prior business associate agreements between the Parties, with respect to any actions of Business Associate after the Effective Date.

Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors, assigns, heirs, executors, administrators and other legal representatives.

Severability. In the event any provision of this Agreement is rendered invalid or unenforceable under any new or existing law or regulation, or declared null and void by any court of competent jurisdiction, the remainder of this Agreements’ provisions shall remain in full force and effect if it reasonably can be given effect.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

BUSINESS ASSOCIATE AGREEMENT ACKNOWLEDGMENT

By executing the Origins Incubator Program Agreement, Member acknowledges receipt of and agreement to this Business Associate Agreement as Exhibit B thereto.