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Terms of Service

Fount Consulting Agreement & Terms of Service

THIS CONSULTING AGREEMENT (“Agreement”) made and entered into as of the effective date noted below by and between KITT BIO, INC dba Fount (“Consultant” or “Kitt Bio”), a Delaware corporation having an address at 10000 Washington Blvd, Sixth FL, Culver City, CA 90232, and you (hereinafter designated as “Client”). 


 

1. Services.  Client hereby retains Consultant to perform those consulting services described in Exhibit A attached hereto as requested and directed by Client during the term of this Agreement, and Consultant agrees to perform such services (“Services”).

 

2. Term.  This Agreement shall commence on the Effective Date and shall remain in effect until the later of (a) completion of the Services and payment in full for all services rendered hereunder or (b) the end of the services period indicated on Exhibit A. However, if Client fails to respond to Consultant inquiries, whether sent through e-mail or via telephone calls, for a period of 6 consecutive weeks, Consultant may terminate the contract at its sole discretion without need to notify Client immediately. If Consultant chooses to terminate the contract under this circumstance, Consultant will be due full compensation for all the services outlined in Exhibit A, regardless of the total proportion of Services rendered to that point. Either party may terminate this Agreement in the event the other party (i) is in breach or default hereunder and fails to cure the same within ten (10) days of receiving written notice thereof from the other party, or (ii) becomes subject to any proceeding under state or federal law for the relief of debtors or otherwise become insolvent, or bankrupt, or makes assignments for the benefit of creditors.  In the event of any termination, Client shall pay Consultant for all Services performed to the date of termination including, without limitation, payment for any work in process on a percentage completion basis.

 

3. Payment. Client agrees to pay Consultant for performance of the Services at the rate set forth in Exhibit A in accordance with the payment terms set forth therein or, if not specified, within thirty (30) days from Consultant’s invoice date. Invoices shall be submitted to the Client’s address stated above in accordance with the payment schedule set forth in Exhibit A or, if not specified, on a monthly basis.  If expense reimbursements are contemplated in Exhibit A, Client agrees to reimburse Consultant at cost for all out of pocket expenses actually and necessarily incurred by Consultant in the performance of the Services.  Late payments shall be subject to a late fee equal to the lower of (i) one and one-half percent (1.5%) per month on the outstanding balance, and (ii) the highest rate allowed by law.  In the event Consultant initiates any action to enforce this Agreement and/or collect outstanding fees or reimbursements, Client will reimburse Consultant for all costs of collection and enforcement including, without limitation, attorney’s fees.        

 

4. Relationship of the Parties. It is understood and agreed that Consultant is an independent contractor and not an employee of Client.  This Agreement shall not be construed to form a partnership between the parties nor to create any form of employment relationship or any legal association that would impose liability upon one party for the act or failure to act of the other party.  It is also expressly understood that neither Consultant nor Consultant's employees and agents, if any, are agents or employees of Client, and have no authority whatsoever to bind Client by contract or otherwise. Consultant acknowledges and agrees that it shall be the obligation of Consultant to report as income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to indemnify Client and hold it harmless to the extent of any obligation imposed on Client to pay any withholding taxes, social security, unemployment, or disability insurance, or similar items in connection with any payments made to Consultant by Client pursuant to this Agreement. Neither Consultant nor Consultant's employees or agents, if any, shall be entitled to participate in any plans, arrangements, or distributions by Client pertaining to any bonuses, stock options, profit sharing, insurance, or similar benefits for Client employees.

 

5. Non-Solicitation.  Client shall not solicit employees of Consultant to undertake employment with it, its parent company, or any subsidiary or any affiliated company, nor shall Client hire or otherwise engage such employees, in each case during the performance of this Agreement and for a period of one year thereafter.

 

6. Intellectual Property. The parties agree that all ideas, know-how, methods, processes, information, documents, models, inventions, plans, copyrightable material and other tangible and intangible materials used, authored, prepared, created, delivered, conceived or reduced to practice, in whole or in part, by Consultant in the course of providing the Services, including without limitation instructional and educational materials, presentations, performance plans, data and documentation (collectively, the "Consultant Materials") shall be and remain the sole property of Consultant provided, however, that Consultant hereby grants to Client a non-exclusive, non-transferable, fully paid, license to use the Consultant Materials as reasonably necessary in order for Client to use the Services as intended by this Agreement for the duration of this agreement, with the exception of programs specifically designated as for one-time use, for which the license only grants the right to use the plan a single time and only during the duration of this agreement. In addition, the techniques, processes, forms, and general business and industry knowledge and information utilized by Consultant in performing the Services and developing the deliverables (collectively, the “Industry Background Materials”) shall remain the property of Consultant, including such techniques, methods, processes, forms, knowledge and information developed or acquired by Consultant during the course of performing this Agreement. 

 

7. Client Data Protection. Each party to this agreement has reasonably determined that the provision of Confidential Client Data by Client will be of mutual benefit to the parties in the conduct of the Services. In consideration of receipt of such Confidential Client Data and the mutual promises made herein, Consultant and Client agree as follows:

 

(a) The term "Confidential Client Data" means information and data relating to the Client’s business and personal life which is disclosed during the term of the Consulting Agreement, in whatever form such information may be disclosed, including without limitation: information about diet, exercise, nutrition, relationships, family, lifestyle choices, test results, physiological information, and business performance.

 

(b) Confidential Client Data shall not include information which Consultant can prove: (i) that as of the time of receipt by Consultant is in the public domain or subsequently enters the public domain without breach of this Agreement by Consultant; (ii) that as of the time of receipt by Consultant, Consultant is able to demonstrate that it is already known to or in the possession of Consultant; (iii) is independently developed by or for Consultant as evidenced by Consultant's own files and records; (iv) is received in good faith by Consultant from a third party that was lawfully in possession of the information; (v) is disclosed to third parties by the disclosing party on a non-confidential basis; or (vi) that the Parties mutually agree in writing to release from the terms of this Agreement. 

 

(c) Consultant agrees that any Confidential Client Data received from Client: (i) may only be disclosed within Kitt Bio on a "need-to-know" basis to persons who have been advised of the existence of this Agreement and agree to be bound by its terms and (ii) will be treated with at least the same degree of care as Consultant treats its own Confidential Information, but in no event less than a reasonable degree of care.

 

(d) Consultant agrees to use and maintain commercially available encryption and antivirus software on computers which store Confidential Client Data and to use strong passwords for those computers and any cloud storage, which Client deems a reasonable degree of care and due care against physical or electronic intrusion and theft, or ‘hacking.’ 

 

(e) Client agrees that Consultant may use email and cloud storage in the process of performing Services with Client, including to convey and store Confidential Client Data, unless Client expressly requests in writing that Consultant not use email or cloud storage. Like many businesses, Consultant currently utilizes Google’s and Microsoft’s cloud services, although this may change without notice. 

 

(f) In the event Consultant receives a subpoena or other validly issued administrative or judicial process demanding Confidential Client Data of Client, Consultant shall promptly provide Client with notice of these requests or requirements before making a disclosure so that Client may seek an appropriate protective order or other appropriate remedy; and provide reasonable assistance to Client in obtaining any protective order. If a protective order or other remedy is not obtained or Client grants a waiver under this agreement, Consultant may furnish that portion (and only that portion) of the Confidential Information that Consultant is legally compelled or otherwise required to disclose.

 

(g) Consultant shall maintain the confidentiality and security of Confidential Client Data until such time as all Confidential Client Data disclosed under this agreement becomes publicly known or is made generally available through no action or inaction of the Consultant.

 

8. Confidential Information. Each party to this agreement has reasonably determined that the provision of Consultant’s Confidential Information will be of mutual benefit to the parties in the conduct of the Services. In consideration of receipt of such Confidential Information and the mutual promises made herein, Consultant and Client agree as follows:

 

(a) The term “Confidential Information” means Consultant Materials and Industry Background Materials as defined in Section 6.

 

(b) Confidential Information shall not include information which the Client can prove (i) that as of the time of receipt by the Client is in the public domain or subsequently enters the public domain without breach of this Agreement by the Client; (ii) that as of the time of receipt by the Client, Client is able to demonstrate that it is already in the possession of the Client; (iii) is independently developed by or for the Client as evidenced by the Client's own files and records; (iv) is received in good faith by the Client from a third party that was lawfully in possession of the information; or (v) that Consultant agrees in writing to release from the terms of this Agreement. 

 

(c) The Client agrees that any Confidential Information received from Consultant: (i) will be treated as confidential, held in strictest confidence, and not disclosed to any person, firm, or corporation without the prior written authorization of Consultant; (ii) shall not be used in any way, except to use the Services outlined in this agreement or to fulfill the obligations of this agreement; (iii) will be copied only to the extent necessary for the purpose of the Services; and (iv) will be treated with at least the same degree of care as Client treats its own confidential or proprietary Information, but in no event shall use less than due care and diligence to prevent the unauthorized use or disclosure of such information. 

 

(d) In the event Client receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of Consultant, the Client shall promptly provide Consultant with notice of these requests or requirements before making a disclosure so that Consultant may seek an appropriate protective order or other appropriate remedy; and provide reasonable assistance to Consultant in obtaining any protective order. If a protective order or other remedy is not obtained or Consultant grants a waiver under this agreement, Client may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to Consultant, Client is legally compelled or otherwise required to disclose. However, the Client shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any part of the Confidential Information disclosed in this way.

 

(e) The Consultant and Company shall maintain the confidentiality and security of the Confidential Information until such time as all Confidential Information disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Client. Money damages may not be a sufficient remedy for any breach of this section by the Client and, in addition to all other remedies, Consultant may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.

 

9. Professional Standards.  

 

(a) Consultant warrants that the Services will be provided in a good and workmanlike manner, will be performed by qualified personnel as determined by their knowledge of the subject matter.  In the event of a breach of this warranty, Customer’s sole remedy shall be for Consultant to re-perform the non-conforming Services or, in the event that Consultant determines that it cannot repair such Services or deliverables, a refund of all amounts paid by Client for the non-conforming Services or deliverables.  EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, ALL SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW.  CONSULTANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OR ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE.  CONSULTANT DOES NOT WARRANT THE RESULT OF ANY SERVICES.  CONSULTANT EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THIRD PARTY INFORMATION, MATERIALS OR PRODUCTS REGARDLESS OF WHETHER CONSULTANT MAY HAVE USED SUCH THIRD PARTY PRODUCTS OR PROVIDED ANY INFORMATION, RECOMMENDATION OR OPINION WITH RESPECT THERETO IN CONNECTION WITH THE SERVICES.

 

(b) It is expressly understood and agreed that the information, materials, documents, and data provided by Consultant as part of the Services are intended for educational purposes only. They are not intended and should not be construed as the delivery of specific medical care or advice. Persons requiring diagnosis or treatment for a specific illness should consult their personal physician. Individuals requiring specific nutrition advice should consult directly with a registered dietitian who can best advise them on matters of their nutritional status based on their medical history, family medical history, medication history and information about their specific nutrition needs.

(c) Client agrees, and agrees to advise each person within its organization that may receive the Services, of the following: (i) that it and they must seek the advice of its or their physician or other qualified health provider prior to starting any new diet or treatment and with any questions it or they may have regarding nutrition, health, a medical condition, food, beverage, product, supplement, nutrient or drug-nutrient interaction; (ii) the information materials, documents, and data provided by Consultant as part of the Services is based on current published research and is general nutrition information and does not necessarily take into account any person’s particular health status, nor is it a substitute for personal medical care; and (iii) advice and/or recommendations about a specific product are not an endorsement of that particular product. Nutritional supplements with a scientific basis in published research may be recommended, however food is the preferable carrier of nutrients in most instances. Information about health matters changes constantly as new studies are done and new treatments are discovered. The date new information is posted will reflect the currency of the information. 

(d) IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT, ANY OF CLIENT’S EMPLOYEES, OR ANY PERSON TO WHOM THE SERVICES ARE PROVIDED HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CONSULTANT’S AGGREGATE LIABILITY FOR ANY ACTIONS OR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID TO CONSULTANT BY CLIENT HEREUNDER.  Client acknowledges that the limitation of liabilities and disclaimers of warranty contained herein constitute an agreed upon allocation of risk between the parties, have been factored into Consultant’s pricing of the Services, and are an essential element of the bargain between the parties.

 

(e) Client agrees to indemnify, defend and save Consultant harmless from any and all cost, loss, liability or expense arising from claims or actions that may be made against Consultant by Client or personnel or individuals within Client’s organization.       

 

10. Text Messaging.   Client agrees to receive text messages until 36 hours after such time as Client opts out of text messaging by communicating this choice to Consultant by email.

 

11. Minor Children.   Should Client choose to include minor children in their program or to provide programs for minor children, Client hereby approves and provides consent for the participation of the minor children and further agrees to consult a qualified pediatrician before engaging Consultant to provide Services for minor children.

 

12. Notices.   Any notice required to be given hereunder shall be deemed to have been sufficiently given either when served personally, when sent by first class mail addressed to the parties at the addresses set forth above, or upon electronic confirmation of receipt when sent via electronic mail.

 

13. Choice of Law; Venue. Irrespective of the place of performance, this Agreement will be construed and interpreted according to the laws of the State of California.  The exclusive jurisdiction for the resolution or prosecution of any claim, controversy, or dispute arising hereunder is and shall be in the federal or state courts in and for Los Angeles County, CA.    

 

14. Mergers and Acquisitions. In the event that Kitt Bio merges with another legal entity or is acquired by another legal entity, Client agrees that Consultant can transfer the rights and responsibilities of this Agreement to the surviving legal entity, including the ability to use data as set out in this Agreement, and Client agrees to treat this Agreement as between Client and the surviving legal entity.

 

15. Complete Agreement.  This Agreement, together with all attachments hereto, is the complete understanding between Consultant and Client, and it supersedes all prior written and oral agreements and understandings concerning the subject matter set forth herein. Any additions, deletions or differences in the terms proposed by the Client are objected to and hereby rejected unless Consultant agrees in writing.  This Agreement sets forth the entire understanding of the parties with respect to the subject matter, and is intended as a complete and exclusive statement of the agreement between the parties. No waiver or modification of any provision of the Agreement shall arise or be valid unless made in writing and duly executed by each party’s properly designated representative.




 

 

EXHIBIT A

DESCRIPTION OF SERVICES AND FEES

FOUNT PROGRAM DETAILS

Your Foundational Fount Program is customized to meet your goals through the four phases of our inside-out approach:

  1. Deep Goals Assessment – We work with you to deeply understand your goals and what is driving them, so we can discover the optimal path to get there. We delve into the 18 bases of performance: energy, focus, sustained attention, learning, memory, willpower, decision making, patience, mood, relationships, teamwork, leadership, resilience in the face of stress, strength, endurance, recovery, agility, and resistance to injuries and illnesses.

  2. Deep Physiology Assessment – We gather data through our intensive blood testing, connected technology, and our unique interview process. Our panel of blood tests explores how your body integrates nutrients, manages inflammation, controls your metabolism, and regenerates itself. 

  3. Program Launch – Using the initial assessments, our team develops a v1.0 Program that gives you a personally tailored mix from our extensive toolkit: nutrition, supplementation, cognitive tools, light exposure, temperature, and sleep programs. Everything we do is tailored to benefit you in the short and long term.

  4. Refine & Tailor – We iterate with you to keep you moving towards your goals. We are your performance support team - there for you to answer questions, to help integrate the program into your lifestyle, and to help you interpret how you're changing. We run mini experiments with you, and run additional lab tests to track progress and tailor your program further.

 

To make the program seamless, we take all possible obstacles out of your way:

  • We order your blood tests, so you don’t have to schedule a doctor’s visit and use up valuable time. There is no insurance to deal with, and in select areas, we have a phlebotomist come to your home or office to draw the labs.

  • We deliver all the connected technology you need to gather a clear baseline and track your performance.

  • We provide custom packaged supplements in the right doses from the best producers, so they’re easy to use, home and away.

Privacy & Security

We treat our clients’ privacy and security with the utmost of care. We offer three levels of protection. For all clients (Level 1), we use encrypted digital storage, two-factor identification, and secure destruction of physical documents. For clients requiring additional protection (Level 2), we offer military-grade encrypted email and messaging communication and anonymous packaging for program supplies. For information on Level 3 privacy and security, please contact us.

Cost

Fount Program Monthly Fee (per person): $3,750

Length of Initial Program Phase: 4 Months

Payment Schedule: The first month’s payment is due on signing of this agreement. Subsequent payments are due monthly thereafter.