Terms
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Terms
OPTIMABILITY INC.
Platform and Coordination Services Agreement (Tier 2)
Effective Date: October 25, 2025
1. Introduction
This Platform and Coordination Services Agreement ("Agreement") is entered into between the Client and Optimability Inc., a Wyoming profit corporation ("Optimability US," "we," "our," "us"). Optimability US operates a technology and coordination platform that connects Clients with independent service providers for in-person health and performance services ("Platform").
Optimability US is a wholly-owned subsidiary of Optimability Performance Solutions Inc., a British Columbia corporation ("Optimability Canada"). Optimability US and Optimability Canada are distinct legal entities with distinct service offerings, contracts, and invoices. This Agreement governs only the Platform and coordination services provided by Optimability US and does not amend, modify, or replace any agreement the Client has with Optimability Canada.
Important Disclaimer: Optimability US is not a licensed medical provider, food service operator, or staffing agency. Optimability US does not prepare food, operate commercial kitchens, employ service providers, or provide medical diagnosis, treatment, or prescription. By accessing or using the Platform, the Client agrees to this Agreement. If the Client does not agree, the Client must not use the Platform.
2. Tier 1 Prerequisite
Access to the Platform is available only to Clients who are currently enrolled in and in good standing under a Tier 1 services agreement with Optimability Canada ("Tier 1 Agreement"). Termination or suspension of the Tier 1 Agreement may result in suspension or termination of Platform access. The Tier 1 Agreement and this Agreement are separate contracts with separate counterparties, and obligations under one do not satisfy or modify obligations under the other.
3. Platform Services (Tier 2)
Under this Agreement, Optimability US provides the following services ("Platform Services"):
Access to the Client portal of the Optimability software Platform, including scheduling, messaging, shopping lists, meal plan viewing, and session management
Matching and introductions to independent service providers listed on the Platform, including in-home chefs, personal trainers, physiotherapists, massage therapists, and mobility specialists ("Service Providers")
Payment processing and Service Provider payouts through our contractor management partner (Deel)
Background check coordination for Service Providers
Grocery reimbursement coordination
Platform-level quality oversight, minimum standards enforcement, and a structured feedback mechanism
4. Platform Role and Service Provider Independence
The Client acknowledges and agrees that Optimability US operates the Platform as a technology and coordination provider and not as a service delivery company. Specifically:
Service Providers are independent businesses and not employees, agents, or representatives of Optimability US or Optimability Canada. Each Service Provider operates their own business, sets their own methods, holds their own licenses and insurance, and is responsible for the delivery, quality, and safety of the services they perform.
Optimability US does not direct Service Providers on recipes, techniques, training programs, treatment methods, or any other aspect of service delivery beyond minimum Platform listing standards (background check, applicable licenses, liability insurance, invoicing through the Platform).
Optimability US does not guarantee the performance, availability, skill, or conduct of any Service Provider.
The Client's relationship with any Service Provider for the in-person services themselves is a direct relationship between the Client and that Service Provider. Optimability US facilitates the introduction, scheduling, and payment but is not a party to that service relationship.
Optimability US does not prepare, handle, or serve food and does not operate any commercial kitchen or food service business.
5. Client Responsibilities
The Client agrees to:
Provide accurate information during onboarding, including address, access instructions, allergies, dietary restrictions, injuries, medical conditions, and any other information relevant to safe service delivery.
Maintain a reasonably safe environment for any in-home services, including functional equipment, safe premises, and clear access.
Treat Service Providers professionally and in compliance with applicable anti-harassment and anti-discrimination laws.
Communicate scheduling, rescheduling, and cancellation requests through the Platform.
Consult a licensed healthcare provider before engaging in any training, nutrition, or recovery services that may affect the Client's health.
The Client assumes full responsibility for decisions about whether and how to participate in any service arranged through the Platform.
6. Fees and Payment
6.1 Platform Access Fee. The Client agrees to pay a monthly Platform access fee as specified in the Client's order form or Platform enrollment page. Platform access fees are billed monthly in advance and are non-refundable.
6.2 Service Provider Fees. The Client agrees to pay for services delivered by Service Providers at the rates shown on the Platform at the time of booking. Service Provider fees include a coordination markup retained by Optimability US (disclosed on the Platform).
6.3 Grocery Reimbursement. Where a Service Provider procures groceries or other consumables on behalf of the Client, the Client agrees to reimburse the documented cost plus a coordination fee (disclosed on the Platform). Receipts are available in the Client portal.
6.4 Background Checks and Pass-Through Costs. Background check fees and other third-party costs are passed through to the Client at cost, disclosed before the Client incurs them.
6.5 Billing. All fees are invoiced in USD by Optimability US, charged to the Client's payment method on file, and due upon invoice. Applicable sales tax is added where required. Fees paid under the Tier 1 Agreement are separate and are not applied against fees under this Agreement.
6.6 Late Payment and Suspension. Optimability US may suspend Platform access if fees are more than 10 days past due. The Client remains responsible for accrued fees during suspension.
7. Term and Termination
This Agreement begins on the Effective Date and continues month to month until terminated by either party on 10 days' written notice. Either party may terminate immediately for uncured material breach. Termination of the Tier 1 Agreement may result in automatic termination of this Agreement. Fees for services already delivered, scheduled and non-cancellable, or Platform access fees for the current billing period are non-refundable.
8. Cancellations and Rescheduling
Cancellation and rescheduling windows for individual sessions are set by each Service Provider and disclosed at the time of booking. Late cancellations may result in full or partial charges payable to the Service Provider. The Client agrees to the cancellation terms shown on the Platform at the time of booking.
9. No Medical or Clinical Services
Services arranged through the Platform are for lifestyle, performance, and educational purposes. No Service Provider on the Platform is offering, and Optimability US is not offering, medical diagnosis, treatment, cure, or prescription. The Client is solely responsible for consulting qualified licensed healthcare professionals about any medical condition or concern.
10. Platform Listing Standards
To remain listed, Service Providers are required to maintain the standards published from time to time on the Platform, which may include background checks, applicable state or local licenses (including food handler cards and food business licenses where required), and minimum liability insurance. These are Platform listing standards, not instructions on service delivery methods. Optimability US reserves the right to remove any Service Provider who fails to maintain these standards or whose conduct is inconsistent with Platform policies.
11. 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, engage, hire, contract with, or solicit any Service Provider introduced through the Platform for services outside the Platform, without Optimability US's prior written consent. Breach will result in liquidated damages equal to two (2) years of that Service Provider's projected Platform earnings from the Client, which the parties agree is a reasonable estimate of the harm caused by circumvention of the Platform.
12. Data Privacy
12.1 Controller Status. Optimability Canada is the primary data controller of Client health data. Optimability US acts as joint controller for information processed through the Platform for purposes of Tier 2 service delivery, and as processor for health data accessed through the Platform on behalf of Optimability Canada.
12.2 Applicable Laws. The Client's data is handled in accordance with applicable US state privacy laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (CPRA), the Washington My Health My Data Act (MHMDA), Nevada SB 370, and other applicable state consumer protection laws.
12.3 Consumer Health Data. Where the Client shares consumer health data (as defined under MHMDA or similar laws) through the Platform, the Client provides informed consent for Optimability US to process that data solely for the purpose of delivering Platform Services, coordinating with Service Providers, and operating the Platform. The Client may withdraw consent at any time, subject to the operational effect that withdrawal has on Platform Services.
12.4 Service Provider Access. Service Providers receive only the minimum Client information needed to deliver the booked service. Service Providers are contractually obligated to maintain confidentiality and are prohibited from using Client data outside the Platform relationship.
12.5 Privacy Notice. The full Optimability US privacy notice is published on the Platform and is incorporated by reference into this Agreement.
13. Intellectual Property
The Optimability brand, software Platform, protocol frameworks, and related intellectual property are owned by Optimability Canada and licensed to Optimability US. The Client is granted a limited, personal, non-transferable, non-sublicensable license to access and use the Platform solely for the Client's own use during the term of this Agreement. Platform content may not be copied, distributed, reverse-engineered, or repurposed commercially.
14. Indemnification
The Client agrees to indemnify and hold harmless Optimability US, its affiliates, officers, employees, and contractors from any claims, damages, or liabilities arising from:
the Client's breach of this Agreement,
the Client's misuse of the Platform or of services arranged through it,
the Client's failure to disclose medical conditions, allergies, injuries, or other information relevant to safe service delivery,
the Client's failure to consult licensed medical professionals,
reliance on any educational or lifestyle guidance for medical conditions, or
the Client's conduct toward any Service Provider, including any claim for harassment, discrimination, or unsafe conditions.
This indemnification survives termination.
15. Limitation of Liability
To the maximum extent permitted by law, Optimability US shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for the acts, omissions, or services of any Service Provider. Optimability US's total aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total Platform access fees paid by the Client to Optimability US in the three (3) months preceding the claim. This limitation applies regardless of the form of action and survives termination.
16. Assumption of Risk
The Client acknowledges that in-person physical services, including training, massage, mobility work, and food preparation, carry inherent risks, including but not limited to physical injury, allergic reaction, or property damage. The Client assumes full responsibility for these risks and agrees that Optimability US, as a coordination platform and not a service provider, is not the party responsible for those risks.
17. 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.
18. Dispute Resolution and Arbitration
Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the parties. If unresolved within thirty (30) days, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Sheridan, Wyoming, before a single arbitrator. Each party waives any right to a jury trial and to participate in any class or collective action. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
19. Governing Law
This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of law principles, and without reference to the United Nations Convention on Contracts for the International Sale of Goods. The Tier 1 Agreement between the Client and Optimability Canada is governed separately under its own terms and governing law.
20. Notices
All notices must be in writing and delivered to the official email or address on file for each party. Notices to Optimability US shall be sent to 30 N Gould St Ste R, Sheridan, WY 82801, with a copy to the email address published on the Platform.
21. Severability
If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with an enforceable provision that most closely reflects the original intent.
22. Entire Agreement
This Agreement, together with any order form, Platform enrollment page, and the published privacy notice, constitutes the entire understanding between the Client and Optimability US with respect to the Platform Services. The Tier 1 Agreement is a separate contract with a separate counterparty and is not part of this Agreement. Any conflict between this Agreement and the Tier 1 Agreement shall be resolved by applying each agreement to its own subject matter and counterparty.
23. No Guarantees
Optimability US provides the Platform and coordination services to facilitate access to independent Service Providers. Optimability US makes no guarantees as to specific results, health outcomes, performance improvements, or Service Provider availability.
Terms
OPTIMABILITY INC.
Platform and Coordination Services Agreement (Tier 2)
Effective Date: October 25, 2025
1. Introduction
This Platform and Coordination Services Agreement ("Agreement") is entered into between the Client and Optimability Inc., a Wyoming profit corporation ("Optimability US," "we," "our," "us"). Optimability US operates a technology and coordination platform that connects Clients with independent service providers for in-person health and performance services ("Platform").
Optimability US is a wholly-owned subsidiary of Optimability Performance Solutions Inc., a British Columbia corporation ("Optimability Canada"). Optimability US and Optimability Canada are distinct legal entities with distinct service offerings, contracts, and invoices. This Agreement governs only the Platform and coordination services provided by Optimability US and does not amend, modify, or replace any agreement the Client has with Optimability Canada.
Important Disclaimer: Optimability US is not a licensed medical provider, food service operator, or staffing agency. Optimability US does not prepare food, operate commercial kitchens, employ service providers, or provide medical diagnosis, treatment, or prescription. By accessing or using the Platform, the Client agrees to this Agreement. If the Client does not agree, the Client must not use the Platform.
2. Tier 1 Prerequisite
Access to the Platform is available only to Clients who are currently enrolled in and in good standing under a Tier 1 services agreement with Optimability Canada ("Tier 1 Agreement"). Termination or suspension of the Tier 1 Agreement may result in suspension or termination of Platform access. The Tier 1 Agreement and this Agreement are separate contracts with separate counterparties, and obligations under one do not satisfy or modify obligations under the other.
3. Platform Services (Tier 2)
Under this Agreement, Optimability US provides the following services ("Platform Services"):
Access to the Client portal of the Optimability software Platform, including scheduling, messaging, shopping lists, meal plan viewing, and session management
Matching and introductions to independent service providers listed on the Platform, including in-home chefs, personal trainers, physiotherapists, massage therapists, and mobility specialists ("Service Providers")
Payment processing and Service Provider payouts through our contractor management partner (Deel)
Background check coordination for Service Providers
Grocery reimbursement coordination
Platform-level quality oversight, minimum standards enforcement, and a structured feedback mechanism
4. Platform Role and Service Provider Independence
The Client acknowledges and agrees that Optimability US operates the Platform as a technology and coordination provider and not as a service delivery company. Specifically:
Service Providers are independent businesses and not employees, agents, or representatives of Optimability US or Optimability Canada. Each Service Provider operates their own business, sets their own methods, holds their own licenses and insurance, and is responsible for the delivery, quality, and safety of the services they perform.
Optimability US does not direct Service Providers on recipes, techniques, training programs, treatment methods, or any other aspect of service delivery beyond minimum Platform listing standards (background check, applicable licenses, liability insurance, invoicing through the Platform).
Optimability US does not guarantee the performance, availability, skill, or conduct of any Service Provider.
The Client's relationship with any Service Provider for the in-person services themselves is a direct relationship between the Client and that Service Provider. Optimability US facilitates the introduction, scheduling, and payment but is not a party to that service relationship.
Optimability US does not prepare, handle, or serve food and does not operate any commercial kitchen or food service business.
5. Client Responsibilities
The Client agrees to:
Provide accurate information during onboarding, including address, access instructions, allergies, dietary restrictions, injuries, medical conditions, and any other information relevant to safe service delivery.
Maintain a reasonably safe environment for any in-home services, including functional equipment, safe premises, and clear access.
Treat Service Providers professionally and in compliance with applicable anti-harassment and anti-discrimination laws.
Communicate scheduling, rescheduling, and cancellation requests through the Platform.
Consult a licensed healthcare provider before engaging in any training, nutrition, or recovery services that may affect the Client's health.
The Client assumes full responsibility for decisions about whether and how to participate in any service arranged through the Platform.
6. Fees and Payment
6.1 Platform Access Fee. The Client agrees to pay a monthly Platform access fee as specified in the Client's order form or Platform enrollment page. Platform access fees are billed monthly in advance and are non-refundable.
6.2 Service Provider Fees. The Client agrees to pay for services delivered by Service Providers at the rates shown on the Platform at the time of booking. Service Provider fees include a coordination markup retained by Optimability US (disclosed on the Platform).
6.3 Grocery Reimbursement. Where a Service Provider procures groceries or other consumables on behalf of the Client, the Client agrees to reimburse the documented cost plus a coordination fee (disclosed on the Platform). Receipts are available in the Client portal.
6.4 Background Checks and Pass-Through Costs. Background check fees and other third-party costs are passed through to the Client at cost, disclosed before the Client incurs them.
6.5 Billing. All fees are invoiced in USD by Optimability US, charged to the Client's payment method on file, and due upon invoice. Applicable sales tax is added where required. Fees paid under the Tier 1 Agreement are separate and are not applied against fees under this Agreement.
6.6 Late Payment and Suspension. Optimability US may suspend Platform access if fees are more than 10 days past due. The Client remains responsible for accrued fees during suspension.
7. Term and Termination
This Agreement begins on the Effective Date and continues month to month until terminated by either party on 10 days' written notice. Either party may terminate immediately for uncured material breach. Termination of the Tier 1 Agreement may result in automatic termination of this Agreement. Fees for services already delivered, scheduled and non-cancellable, or Platform access fees for the current billing period are non-refundable.
8. Cancellations and Rescheduling
Cancellation and rescheduling windows for individual sessions are set by each Service Provider and disclosed at the time of booking. Late cancellations may result in full or partial charges payable to the Service Provider. The Client agrees to the cancellation terms shown on the Platform at the time of booking.
9. No Medical or Clinical Services
Services arranged through the Platform are for lifestyle, performance, and educational purposes. No Service Provider on the Platform is offering, and Optimability US is not offering, medical diagnosis, treatment, cure, or prescription. The Client is solely responsible for consulting qualified licensed healthcare professionals about any medical condition or concern.
10. Platform Listing Standards
To remain listed, Service Providers are required to maintain the standards published from time to time on the Platform, which may include background checks, applicable state or local licenses (including food handler cards and food business licenses where required), and minimum liability insurance. These are Platform listing standards, not instructions on service delivery methods. Optimability US reserves the right to remove any Service Provider who fails to maintain these standards or whose conduct is inconsistent with Platform policies.
11. 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, engage, hire, contract with, or solicit any Service Provider introduced through the Platform for services outside the Platform, without Optimability US's prior written consent. Breach will result in liquidated damages equal to two (2) years of that Service Provider's projected Platform earnings from the Client, which the parties agree is a reasonable estimate of the harm caused by circumvention of the Platform.
12. Data Privacy
12.1 Controller Status. Optimability Canada is the primary data controller of Client health data. Optimability US acts as joint controller for information processed through the Platform for purposes of Tier 2 service delivery, and as processor for health data accessed through the Platform on behalf of Optimability Canada.
12.2 Applicable Laws. The Client's data is handled in accordance with applicable US state privacy laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (CPRA), the Washington My Health My Data Act (MHMDA), Nevada SB 370, and other applicable state consumer protection laws.
12.3 Consumer Health Data. Where the Client shares consumer health data (as defined under MHMDA or similar laws) through the Platform, the Client provides informed consent for Optimability US to process that data solely for the purpose of delivering Platform Services, coordinating with Service Providers, and operating the Platform. The Client may withdraw consent at any time, subject to the operational effect that withdrawal has on Platform Services.
12.4 Service Provider Access. Service Providers receive only the minimum Client information needed to deliver the booked service. Service Providers are contractually obligated to maintain confidentiality and are prohibited from using Client data outside the Platform relationship.
12.5 Privacy Notice. The full Optimability US privacy notice is published on the Platform and is incorporated by reference into this Agreement.
13. Intellectual Property
The Optimability brand, software Platform, protocol frameworks, and related intellectual property are owned by Optimability Canada and licensed to Optimability US. The Client is granted a limited, personal, non-transferable, non-sublicensable license to access and use the Platform solely for the Client's own use during the term of this Agreement. Platform content may not be copied, distributed, reverse-engineered, or repurposed commercially.
14. Indemnification
The Client agrees to indemnify and hold harmless Optimability US, its affiliates, officers, employees, and contractors from any claims, damages, or liabilities arising from:
the Client's breach of this Agreement,
the Client's misuse of the Platform or of services arranged through it,
the Client's failure to disclose medical conditions, allergies, injuries, or other information relevant to safe service delivery,
the Client's failure to consult licensed medical professionals,
reliance on any educational or lifestyle guidance for medical conditions, or
the Client's conduct toward any Service Provider, including any claim for harassment, discrimination, or unsafe conditions.
This indemnification survives termination.
15. Limitation of Liability
To the maximum extent permitted by law, Optimability US shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for the acts, omissions, or services of any Service Provider. Optimability US's total aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total Platform access fees paid by the Client to Optimability US in the three (3) months preceding the claim. This limitation applies regardless of the form of action and survives termination.
16. Assumption of Risk
The Client acknowledges that in-person physical services, including training, massage, mobility work, and food preparation, carry inherent risks, including but not limited to physical injury, allergic reaction, or property damage. The Client assumes full responsibility for these risks and agrees that Optimability US, as a coordination platform and not a service provider, is not the party responsible for those risks.
17. 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.
18. Dispute Resolution and Arbitration
Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the parties. If unresolved within thirty (30) days, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Sheridan, Wyoming, before a single arbitrator. Each party waives any right to a jury trial and to participate in any class or collective action. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.
19. Governing Law
This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of law principles, and without reference to the United Nations Convention on Contracts for the International Sale of Goods. The Tier 1 Agreement between the Client and Optimability Canada is governed separately under its own terms and governing law.
20. Notices
All notices must be in writing and delivered to the official email or address on file for each party. Notices to Optimability US shall be sent to 30 N Gould St Ste R, Sheridan, WY 82801, with a copy to the email address published on the Platform.
21. Severability
If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with an enforceable provision that most closely reflects the original intent.
22. Entire Agreement
This Agreement, together with any order form, Platform enrollment page, and the published privacy notice, constitutes the entire understanding between the Client and Optimability US with respect to the Platform Services. The Tier 1 Agreement is a separate contract with a separate counterparty and is not part of this Agreement. Any conflict between this Agreement and the Tier 1 Agreement shall be resolved by applying each agreement to its own subject matter and counterparty.
23. No Guarantees
Optimability US provides the Platform and coordination services to facilitate access to independent Service Providers. Optimability US makes no guarantees as to specific results, health outcomes, performance improvements, or Service Provider availability.