Terms
Our Terms Of Service
Terms
OPTIMABILITY PERFORMANCE SOLUTIONS INC.
Terms of Service
Effective Date: October 13, 2023 (Updated: April 21, 2026)
1. Introduction
These Terms of Service (this "Agreement") are entered into between the Client and Optimability Performance Solutions Inc., a British Columbia corporation ("Optimability Canada," "we," "our," "us"). Optimability Canada provides software, remote consulting, and health optimization intelligence services.
Optimability Canada is the parent of Optimability Inc., a Wyoming C-Corporation ("Optimability US"), which operates a separate coordination platform for in-person physical services. Optimability Canada and Optimability US are distinct legal entities with distinct service offerings, contracts, and invoices. This Agreement governs only the services provided by Optimability Canada.
Important Disclaimer: Neither Optimability Canada nor Optimability US is a licensed medical provider. All information, programs, protocols, and recommendations are provided for educational and lifestyle purposes only. We do not diagnose, treat, cure, or prevent any disease. The Client should consult a licensed healthcare provider before making any changes to diet, supplementation, or exercise. By accessing or using our services, the Client agrees to this Agreement. If the Client does not agree, the Client must not use our services.
2. Services Provided (Tier 1)
Under this Agreement, Optimability Canada provides the following remote, software-enabled services ("Tier 1 Services"):
Diagnostic intake and interpretation (blood, gut, DNA, DEXA, wearables)
Personalized protocol design (nutrition, supplementation, training, recovery, sleep, lifestyle)
Access to the Optimability software platform, dashboards, and AI-assisted tools
Remote coaching, protocol adjustments, and quarterly performance reviews
Educational resources, content libraries, and client programming
Tier 1 Services are delivered remotely. This Agreement does not cover the deployment, coordination, or delivery of any in-person service.
3. Physical Services and the US Entity (Tier 2)
Optimability Canada does not provide, coordinate, or contract for in-person physical services of any kind, including in-home chefs, personal trainers, physiotherapists, massage therapists, or mobility specialists ("Physical Services"). All Physical Services made available to Clients are coordinated exclusively by Optimability US through its separate coordination platform under a separate platform agreement between the Client and Optimability US ("Tier 2 Agreement").
By signing this Agreement, the Client acknowledges and agrees that:
If the Client elects to receive any Physical Services, the Client will contract solely with Optimability US for those services and will enter into a separate Tier 2 Agreement directly with Optimability US.
Optimability Canada is not a party to the Tier 2 Agreement, does not provide the Physical Services, does not employ or direct the service providers, and bears no liability for the performance, safety, or delivery of the Physical Services.
All invoicing, payment, and service delivery for Physical Services will be handled by Optimability US under the Tier 2 Agreement, and any dispute arising from Physical Services will be resolved under the terms of the Tier 2 Agreement and its governing law, not under this Agreement.
Service providers engaged through the Optimability US platform are independent businesses. Neither Optimability Canada nor Optimability US employs them.
Election into Tier 2 is optional. The Client's relationship with Optimability Canada under this Agreement is not conditional on electing Tier 2.
4. Term and Termination
This Agreement begins on the date of acceptance and continues until terminated. Either party may terminate on 10 days' written notice. Either party may terminate immediately for uncured material breach by the other. Upon termination, services transition to a month-to-month basis unless otherwise agreed. Fees for services already provided are non-refundable. Termination of this Agreement does not automatically terminate any Tier 2 Agreement, which is governed separately.
5. Client Responsibilities
The Client agrees to diligently follow provided protocols and instructions. Failure to comply may result in service cancellation without refund. All recommendations are educational guidance. The Client assumes full responsibility for implementing them safely and appropriately and for consulting licensed professionals where appropriate.
6. Fees and Payment
Compensation for Tier 1 Services is as agreed during the recorded discovery call. Invoices are issued by Optimability Canada, due upon receipt, and stated in USD unless otherwise specified. Fees exclude applicable taxes, which will be charged separately.
All fees are non-refundable once services commence. There are no refunds or pro-rated credits for any portion of the Minimum Term, including where the Client elects to discontinue participation early. If the Client terminates before the end of the Minimum Term for any reason other than Optimability Canada's uncured material breach, the Client remains responsible for payment of all fees owing for the full Minimum Term.
Fees paid under this Agreement cover Tier 1 Services only. Fees for Tier 2 Services, including platform access, contractor service payouts, and grocery coordination, are invoiced separately by Optimability US under the Tier 2 Agreement.
7. Confidentiality
Both parties agree to maintain strict confidentiality regarding proprietary or sensitive information. Confidentiality obligations survive termination indefinitely.
8. Intellectual Property
All intellectual property developed or provided by Optimability Canada, including protocols, frameworks, software, templates, and methodology, remains the sole property of Optimability Canada. The Client is granted a limited, personal, non-transferable license to use such materials solely for the Client's own use during the term of this Agreement. Materials may not be copied, distributed, sublicensed, or repurposed commercially.
9. Non-Solicitation
During the term of this Agreement and for a period of two (2) years following termination, the Client shall not, directly or indirectly, solicit, hire, or contract with any Optimability Canada or Optimability US employee, contractor, consultant, or platform-listed service provider introduced through the services, without Optimability Canada's prior written consent. Any breach will result in liquidated damages equal to two (2) years of the staff member's or contractor's projected compensation.
10. Independent Contractor Status
Optimability Canada provides services as an independent contractor and not as an employee, partner, or joint venturer of the Client.
11. Indemnification
The Client assumes full responsibility for use of the Tier 1 Services. The Client agrees to indemnify and hold harmless Optimability Canada and its affiliates, officers, employees, and contractors from any claims, damages, or liabilities arising from: (a) the Client's misuse of Tier 1 Services, (b) the Client's failure to consult licensed medical professionals, (c) reliance on educational guidance for medical conditions, or (d) any claim related to Physical Services, which is governed exclusively by the Tier 2 Agreement with Optimability US.
This indemnification survives termination.
12. Limitation of Liability
To the maximum extent permitted by law, Optimability Canada shall not be liable for indirect, incidental, or consequential damages. Optimability Canada's total liability for any claim shall not exceed the amount paid by the Client to Optimability Canada for Tier 1 Services in the three (3) months preceding the claim. Optimability Canada has no liability for any claim arising out of Physical Services, which is the sole responsibility of Optimability US under the Tier 2 Agreement.
13. Force Majeure
Neither party will be liable for delays or failure to perform obligations due to causes beyond their reasonable control, including natural disasters, pandemics, government restrictions, labor disputes, or supply chain disruptions.
14. Notices
All notices must be in writing and delivered to the official email or address provided by the parties.
15. Governing Law
This Agreement is governed by the laws of the Province of British Columbia, Canada, without regard to conflict of law principles. Any Tier 2 Agreement between the Client and Optimability US is governed by its own stated governing law (Wyoming) and is not affected by this clause.
16. Severability
If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in effect.
17. Entire Agreement
This Agreement, together with any order form or proposal signed by the parties, constitutes the entire understanding between the Client and Optimability Canada and supersedes any prior agreements between them. The Tier 2 Agreement, if any, is a separate contract with a separate party (Optimability US) and is not part of this Agreement.
18. No Guarantees
Optimability Canada provides guidance and services intended to improve performance, health, and longevity, but makes no guarantees of specific results.
Terms
OPTIMABILITY PERFORMANCE SOLUTIONS INC.
Terms of Service
Effective Date: October 13, 2023 (Updated: April 21, 2026)
1. Introduction
These Terms of Service (this "Agreement") are entered into between the Client and Optimability Performance Solutions Inc., a British Columbia corporation ("Optimability Canada," "we," "our," "us"). Optimability Canada provides software, remote consulting, and health optimization intelligence services.
Optimability Canada is the parent of Optimability Inc., a Wyoming C-Corporation ("Optimability US"), which operates a separate coordination platform for in-person physical services. Optimability Canada and Optimability US are distinct legal entities with distinct service offerings, contracts, and invoices. This Agreement governs only the services provided by Optimability Canada.
Important Disclaimer: Neither Optimability Canada nor Optimability US is a licensed medical provider. All information, programs, protocols, and recommendations are provided for educational and lifestyle purposes only. We do not diagnose, treat, cure, or prevent any disease. The Client should consult a licensed healthcare provider before making any changes to diet, supplementation, or exercise. By accessing or using our services, the Client agrees to this Agreement. If the Client does not agree, the Client must not use our services.
2. Services Provided (Tier 1)
Under this Agreement, Optimability Canada provides the following remote, software-enabled services ("Tier 1 Services"):
Diagnostic intake and interpretation (blood, gut, DNA, DEXA, wearables)
Personalized protocol design (nutrition, supplementation, training, recovery, sleep, lifestyle)
Access to the Optimability software platform, dashboards, and AI-assisted tools
Remote coaching, protocol adjustments, and quarterly performance reviews
Educational resources, content libraries, and client programming
Tier 1 Services are delivered remotely. This Agreement does not cover the deployment, coordination, or delivery of any in-person service.
3. Physical Services and the US Entity (Tier 2)
Optimability Canada does not provide, coordinate, or contract for in-person physical services of any kind, including in-home chefs, personal trainers, physiotherapists, massage therapists, or mobility specialists ("Physical Services"). All Physical Services made available to Clients are coordinated exclusively by Optimability US through its separate coordination platform under a separate platform agreement between the Client and Optimability US ("Tier 2 Agreement").
By signing this Agreement, the Client acknowledges and agrees that:
If the Client elects to receive any Physical Services, the Client will contract solely with Optimability US for those services and will enter into a separate Tier 2 Agreement directly with Optimability US.
Optimability Canada is not a party to the Tier 2 Agreement, does not provide the Physical Services, does not employ or direct the service providers, and bears no liability for the performance, safety, or delivery of the Physical Services.
All invoicing, payment, and service delivery for Physical Services will be handled by Optimability US under the Tier 2 Agreement, and any dispute arising from Physical Services will be resolved under the terms of the Tier 2 Agreement and its governing law, not under this Agreement.
Service providers engaged through the Optimability US platform are independent businesses. Neither Optimability Canada nor Optimability US employs them.
Election into Tier 2 is optional. The Client's relationship with Optimability Canada under this Agreement is not conditional on electing Tier 2.
4. Term and Termination
This Agreement begins on the date of acceptance and continues until terminated. Either party may terminate on 10 days' written notice. Either party may terminate immediately for uncured material breach by the other. Upon termination, services transition to a month-to-month basis unless otherwise agreed. Fees for services already provided are non-refundable. Termination of this Agreement does not automatically terminate any Tier 2 Agreement, which is governed separately.
5. Client Responsibilities
The Client agrees to diligently follow provided protocols and instructions. Failure to comply may result in service cancellation without refund. All recommendations are educational guidance. The Client assumes full responsibility for implementing them safely and appropriately and for consulting licensed professionals where appropriate.
6. Fees and Payment
Compensation for Tier 1 Services is as agreed during the recorded discovery call. Invoices are issued by Optimability Canada, due upon receipt, and stated in USD unless otherwise specified. Fees exclude applicable taxes, which will be charged separately.
All fees are non-refundable once services commence. There are no refunds or pro-rated credits for any portion of the Minimum Term, including where the Client elects to discontinue participation early. If the Client terminates before the end of the Minimum Term for any reason other than Optimability Canada's uncured material breach, the Client remains responsible for payment of all fees owing for the full Minimum Term.
Fees paid under this Agreement cover Tier 1 Services only. Fees for Tier 2 Services, including platform access, contractor service payouts, and grocery coordination, are invoiced separately by Optimability US under the Tier 2 Agreement.
7. Confidentiality
Both parties agree to maintain strict confidentiality regarding proprietary or sensitive information. Confidentiality obligations survive termination indefinitely.
8. Intellectual Property
All intellectual property developed or provided by Optimability Canada, including protocols, frameworks, software, templates, and methodology, remains the sole property of Optimability Canada. The Client is granted a limited, personal, non-transferable license to use such materials solely for the Client's own use during the term of this Agreement. Materials may not be copied, distributed, sublicensed, or repurposed commercially.
9. Non-Solicitation
During the term of this Agreement and for a period of two (2) years following termination, the Client shall not, directly or indirectly, solicit, hire, or contract with any Optimability Canada or Optimability US employee, contractor, consultant, or platform-listed service provider introduced through the services, without Optimability Canada's prior written consent. Any breach will result in liquidated damages equal to two (2) years of the staff member's or contractor's projected compensation.
10. Independent Contractor Status
Optimability Canada provides services as an independent contractor and not as an employee, partner, or joint venturer of the Client.
11. Indemnification
The Client assumes full responsibility for use of the Tier 1 Services. The Client agrees to indemnify and hold harmless Optimability Canada and its affiliates, officers, employees, and contractors from any claims, damages, or liabilities arising from: (a) the Client's misuse of Tier 1 Services, (b) the Client's failure to consult licensed medical professionals, (c) reliance on educational guidance for medical conditions, or (d) any claim related to Physical Services, which is governed exclusively by the Tier 2 Agreement with Optimability US.
This indemnification survives termination.
12. Limitation of Liability
To the maximum extent permitted by law, Optimability Canada shall not be liable for indirect, incidental, or consequential damages. Optimability Canada's total liability for any claim shall not exceed the amount paid by the Client to Optimability Canada for Tier 1 Services in the three (3) months preceding the claim. Optimability Canada has no liability for any claim arising out of Physical Services, which is the sole responsibility of Optimability US under the Tier 2 Agreement.
13. Force Majeure
Neither party will be liable for delays or failure to perform obligations due to causes beyond their reasonable control, including natural disasters, pandemics, government restrictions, labor disputes, or supply chain disruptions.
14. Notices
All notices must be in writing and delivered to the official email or address provided by the parties.
15. Governing Law
This Agreement is governed by the laws of the Province of British Columbia, Canada, without regard to conflict of law principles. Any Tier 2 Agreement between the Client and Optimability US is governed by its own stated governing law (Wyoming) and is not affected by this clause.
16. Severability
If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in effect.
17. Entire Agreement
This Agreement, together with any order form or proposal signed by the parties, constitutes the entire understanding between the Client and Optimability Canada and supersedes any prior agreements between them. The Tier 2 Agreement, if any, is a separate contract with a separate party (Optimability US) and is not part of this Agreement.
18. No Guarantees
Optimability Canada provides guidance and services intended to improve performance, health, and longevity, but makes no guarantees of specific results.