XO Kelley Raye LLC Wellness Facilitation Services Agreement Terms & Conditions

This agreement between XO Kelley Raye LLC (hereafter referred to as the “COMPANY”) and the undersigned individual, organization, or entity (hereafter referred to as the “CLIENT”) governs the wellness facilitation services (hereafter referred to as the “SERVICES” or “EVENT”) described in the accompanying booking agreement, invoice, proposal, or service contract.

Services may include, but are not limited to, yoga instruction, restorative movement, guided meditation, breathwork, sound healing, nervous system regulation practices, somatic movement, wellness workshops, retreats, speaking engagements, and other customized wellness experiences.

Together, these Terms & Conditions and the accompanying booking documents constitute the agreement between the parties.

1. ENTIRE AGREEMENT

This agreement contains the entire understanding between the COMPANY and the CLIENT and supersedes all prior discussions, proposals, correspondence, or agreements concerning the SERVICES. Any modifications must be mutually agreed upon in writing by both parties. If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in effect. All official correspondence regarding this agreement, including scheduling, cancellations, contractual changes, and payment matters, shall be conducted through email. Text messages and social media messages shall not constitute official contractual notices unless expressly acknowledged in writing by the COMPANY.

2. SCOPE OF SERVICES

The COMPANY agrees to provide the specific wellness services outlined in the accompanying booking agreement. The scope of services may include facilitation, instruction, guided experiences, preparation, planning, or other mutually agreed-upon activities. The CLIENT acknowledges that the SERVICES are customized according to the agreed-upon format, duration, location, and number of participants. Any additional requests, extensions, changes in participant count, or modifications to the originally contracted services may result in additional fees and must be approved by the COMPANY. The COMPANY retains professional discretion regarding the sequencing, facilitation style, pacing, exercises, instruments, and methods used during the SERVICES, provided they remain reasonably consistent with the agreed-upon scope.

3. NATURE OF WELLNESS SERVICES

The CLIENT understands that the COMPANY provides wellness education, instruction, and facilitation intended to support relaxation, mindfulness, movement, body awareness, and general well-being. Services offered by the COMPANY are not intended to diagnose, treat, cure, or prevent medical or psychological conditions. Unless separately licensed and expressly contracted to provide such services, the COMPANY does not provide psychotherapy, medical treatment, physical therapy, or other regulated healthcare services. Participation in wellness experiences does not establish a medical, therapeutic, or mental health provider-patient relationship. The COMPANY makes no guarantees regarding specific physical, emotional, psychological, spiritual, or therapeutic outcomes.

4. CLIENT AND PARTICIPANT RESPONSIBILITIES

The CLIENT agrees to provide accurate information regarding the nature of the EVENT, expected participant count, location, accessibility requirements, and relevant logistical considerations. The CLIENT is responsible for communicating appropriate participation guidelines to all attendees. All participants are responsible for determining whether participation is appropriate for their individual health, physical abilities, and personal circumstances. Participants should consult a qualified healthcare professional when appropriate, particularly if they are pregnant, recovering from surgery or injury, experiencing a medical condition, or have been advised to limit physical activity. Participants are encouraged to communicate relevant limitations, injuries, sensitivities, or accessibility needs to the COMPANY before participating, to the extent they are comfortable doing so. The COMPANY reserves the right to modify, limit, or discontinue participation in any activity when reasonably necessary for safety.

5. INFORMED CONSENT AND ASSUMPTION OF RISK

The CLIENT acknowledges that wellness activities, including yoga, stretching, breathwork, meditation, somatic practices, and sound healing, may involve physical exertion, emotional responses, and other inherent risks. Potential experiences may include, but are not limited to, muscular discomfort, fatigue, dizziness, lightheadedness, changes in breathing patterns, emotional responses, or sensitivity to sound. Participation is voluntary. Participants are encouraged to work within their individual capacity, modify activities as necessary, and discontinue participation whenever they experience discomfort or feel unsafe. No participant is required to complete any posture, breathing exercise, meditation, or other activity. To the extent permitted by applicable law, the CLIENT knowingly accepts the ordinary and inherent risks associated with participating in the contracted SERVICES. Nothing in this agreement shall waive rights or liabilities that cannot legally be waived. For group experiences, the CLIENT agrees to support the COMPANY in communicating participation guidelines and obtaining any required individual participant acknowledgments or consent forms.

6. PHYSICAL TOUCH AND HANDS-ON ASSISTANCE

Certain wellness experiences may include optional physical assistance, positioning guidance, or hands-on adjustments. The COMPANY will obtain appropriate consent before providing hands-on assistance. Participants retain the right to decline physical contact at any time without explanation or consequence. The COMPANY may choose to provide verbal instruction or demonstrations instead of physical adjustments. Consent to participate in an EVENT shall not automatically constitute consent to physical touch.

7. BREATHWORK AND SOMATIC PRACTICES

The CLIENT understands that breathwork and somatic practices can produce different physical and emotional responses depending on the participant and the specific techniques used. The COMPANY may offer gentle breathing exercises, guided awareness, grounding practices, intentional movement, or other techniques within its professional training and scope of practice. The COMPANY reserves the right to modify or omit techniques based on the needs of the group, disclosed health considerations, and safety conditions. Participants should not force, strain, or continue any breathing exercise that causes significant discomfort, distress, or dizziness. Participation in somatic or nervous system-focused practices is not a substitute for individualized mental health care or treatment.

8. SOUND HEALING AND SENSORY CONSIDERATIONS

Sound healing experiences may include crystal singing bowls, chimes, percussion instruments, and other sound-producing tools. The CLIENT acknowledges that sound experiences may involve sustained tones, vibrations, changing volumes, and sensory stimulation. Participants with sound sensitivities, hearing conditions, migraines, or other relevant health concerns are encouraged to consult their healthcare provider when appropriate and notify the COMPANY of requested accommodations. The COMPANY retains discretion regarding instrument selection, sound intensity, placement, duration, and modifications necessary to support a safe and appropriate experience. No specific medical or therapeutic outcomes are guaranteed through sound healing.

9. EMOTIONAL WELL-BEING AND PERSONAL BOUNDARIES

The CLIENT understands that meditation, guided reflection, breathwork, and somatic practices may encourage emotional awareness or bring attention to personal experiences. The COMPANY provides a supportive wellness environment but does not guarantee that any experience will be emotionally comfortable or produce a particular result. Participants are free to decline personal sharing, journaling, movement, breathwork, or any other voluntary component of an experience. The COMPANY does not provide crisis intervention, psychological diagnosis, or psychotherapy. If a participant experiences significant distress or a medical emergency, the COMPANY may discontinue the activity and recommend appropriate professional assistance or emergency services.

10. RETAINER FEES AND BOOKING CONFIRMATION

A non-refundable retainer fee in the amount stated in the accompanying booking agreement or invoice is required to reserve the COMPANY's services. A booking is not considered confirmed until the required retainer and signed agreement have been received. The retainer compensates the COMPANY for reserving the scheduled date, declining conflicting opportunities, and initiating planning or preparation. All retainer payments shall be applied toward the total contracted service fee unless otherwise specified. The COMPANY is not obligated to hold any date or provide SERVICES before the booking requirements are satisfied. Any non-refundable terms remain subject to applicable law.

11. PAYMENTS AND LATE FEES

The CLIENT agrees to pay the full amount specified in the accompanying invoice or booking agreement. The remaining balance, if applicable, shall be due according to the payment schedule outlined in that agreement. The COMPANY reserves the right to withhold or suspend SERVICES when required payments have not been received by the agreed-upon deadline. Any applicable late fees must be disclosed in the accompanying booking agreement and shall not exceed the amount permitted by law. Fees for additional SERVICES, approved expenses, extended facilitation, or modifications shall be invoiced separately when applicable.

12. PAYMENT PLANS

When a payment plan is approved, the CLIENT agrees to make all payments according to the established schedule. If a scheduled payment is unsuccessful, the CLIENT shall have 72 hours after written notification to settle the outstanding amount unless otherwise agreed in writing. Failure to resolve overdue payments may result in suspension or cancellation of the booking, subject to the agreement's cancellation provisions. The CLIENT remains responsible for approved expenses already incurred by the COMPANY and any outstanding amounts legally due under the agreement.

13. CLIENT CANCELLATIONS

All cancellation requests must be submitted in writing by email. Retainer payments are non-refundable except where otherwise required by law or expressly stated in the agreement. Any additional cancellation fees, refund eligibility, or payment obligations shall follow the cancellation schedule stated in the accompanying booking agreement. The CLIENT acknowledges that reserving the COMPANY's availability may prevent the COMPANY from accepting other bookings. Cancellation of the EVENT by the CLIENT does not automatically entitle the CLIENT to a refund of payments made for completed SERVICES, authorized expenses, or other non-refundable amounts identified in the booking agreement.

14. POSTPONEMENT AND RESCHEDULING

All requests to reschedule an EVENT or SERVICE must be submitted in writing. Rescheduling is subject to the COMPANY's availability and is not guaranteed. Any rescheduling fees or deadlines shall be outlined in the booking agreement. Payments already received may be applied toward an approved rescheduled booking as specified in writing by the COMPANY. The CLIENT is responsible for any non-refundable travel, accommodation, venue, equipment, or third-party expenses incurred in connection with the original booking. A change in location, service scope, participant count, or duration may require a revised proposal and additional fees. A booking is not considered rescheduled until both parties have approved the new date and any applicable fees have been paid.

15. FORCE MAJEURE

Neither party shall be held responsible for failure or delay in performing obligations caused by circumstances beyond their reasonable control, including but not limited to natural disasters, severe weather, government restrictions, acts of terrorism, significant transportation disruptions, venue closures, widespread emergencies, or other extraordinary events. The affected party shall notify the other party as soon as reasonably possible. Both parties agree to make reasonable efforts to determine whether the SERVICES can be rescheduled, modified, or otherwise accommodated. Refunds, credits, non-refundable expenses, and any outstanding obligations shall be determined according to the applicable booking terms and law.

16. CANCELLATION OR INABILITY TO PERFORM BY COMPANY

In the unlikely event that the COMPANY is unable to provide the contracted SERVICES due to illness, injury, emergency, or other circumstances preventing performance, the COMPANY will notify the CLIENT as soon as reasonably possible. When appropriate and with the CLIENT's approval, the COMPANY may attempt to secure a qualified substitute facilitator. The CLIENT is not required to accept a substitute facilitator. If the COMPANY cannot perform the SERVICES and the parties cannot agree upon a substitute or rescheduled date, the COMPANY shall refund amounts paid for the SERVICES that were not provided, subject to applicable law and any separately agreed treatment of completed preparatory services or expenses. Neither party shall be obligated to accept an alternative date.

17. INDEPENDENT CONTRACTOR

The COMPANY shall perform all SERVICES as an independent contractor and not as an employee, partner, or agent of the CLIENT. The COMPANY retains control over the professional methods and manner in which the contracted SERVICES are provided, subject to mutually agreed requirements and reasonable location restrictions. The COMPANY is responsible for its own applicable business taxes, licenses, and professional obligations. Nothing in this agreement creates an employer-employee relationship between the parties.

18. CONFIDENTIAL INFORMATION

The COMPANY agrees to treat personal, financial, and other confidential information shared by the CLIENT in connection with the contracted SERVICES with reasonable care and discretion. Information shared by participants during private sessions or guided experiences shall be treated respectfully and discreetly. The COMPANY will not intentionally disclose confidential personal information to unrelated third parties except with consent, as required by law, or when reasonably necessary to address an imminent safety concern. For group experiences, the COMPANY cannot guarantee the confidentiality of information shared voluntarily with other participants. The CLIENT agrees to respect the privacy of the COMPANY and other participants.

19. SAFETY AND PROFESSIONAL BOUNDARIES

The COMPANY reserves the right to suspend, modify, or terminate SERVICES if conditions are unsafe, inappropriate, threatening, discriminatory, or otherwise interfere with the ability to facilitate the experience. This includes, but is not limited to, harassment, aggressive behavior, unsafe environments, intoxication that creates a safety concern, or refusal to follow reasonable safety instructions. The COMPANY may decline to facilitate activities outside its professional scope, training, or ethical boundaries. If SERVICES are discontinued because of the CLIENT's material misconduct or failure to provide reasonably safe conditions, payment obligations shall be determined under the termination and cancellation provisions of this agreement, subject to applicable law.

20. VENUE AND LOCATION REQUIREMENTS

For SERVICES conducted at a location not operated by the COMPANY, the CLIENT is responsible for securing an appropriate venue and ensuring permission for the contracted activities. The location must provide adequate space, reasonably safe flooring, appropriate ventilation, accessibility arrangements agreed upon in advance, and suitable conditions for the planned experience. The CLIENT is responsible for communicating applicable venue restrictions, policies, and logistical requirements before the EVENT. The COMPANY reserves the right to modify or decline activities when the location cannot safely accommodate the planned SERVICES.

21. EQUIPMENT AND SUPPLIES

The booking agreement shall specify which equipment and supplies will be provided by the COMPANY and which are the responsibility of the CLIENT. Equipment may include yoga mats, blocks, bolsters, blankets, sound instruments, cushions, aromatherapy supplies, and other facilitation materials. Unless expressly included in the contracted SERVICES, the COMPANY is not obligated to provide equipment for every participant. The CLIENT agrees to provide accurate participant counts in advance to support equipment planning. Any additional equipment, specialty supplies, rentals, shipping, or transport requirements may result in additional fees. The CLIENT shall be responsible for damage to COMPANY-owned equipment caused by the CLIENT or EVENT attendees through misuse, negligence, or intentional conduct, to the extent permitted by law.

22. AROMATHERAPY AND OPTIONAL WELLNESS ELEMENTS

Some wellness experiences may include optional aromatherapy, herbal tea, eye pillows, or other sensory elements. The CLIENT is responsible for communicating known venue restrictions or relevant participant accommodation needs before the EVENT. Participants may decline any optional sensory element, product, or activity. The COMPANY may modify or omit these elements when allergies, sensitivities, environmental restrictions, or other concerns are identified. No participant is required to consume, apply, or use any product as a condition of participation.

23. TRAVEL AND RELATED EXPENSES

When SERVICES require travel, the CLIENT shall be responsible for approved travel-related expenses as outlined in the booking agreement. These expenses may include airfare, lodging, ground transportation, baggage fees, meals, parking, and other reasonable travel costs. All travel expenses must be approved and paid according to the agreed travel schedule. The COMPANY reserves the right to make its own travel and accommodation arrangements unless an alternative arrangement is approved in writing. The CLIENT shall not book transportation or lodging on behalf of the COMPANY without prior written approval. Non-refundable travel expenses already incurred shall remain the CLIENT's responsibility to the extent stated in the booking agreement and permitted by law.

24. TRAVEL DISRUPTIONS

The COMPANY shall make reasonable efforts to arrive and perform the contracted SERVICES according to the agreed schedule. The COMPANY shall not be held responsible for delays or cancellations caused by airlines, transportation providers, severe weather, government restrictions, or other circumstances outside its reasonable control. When travel disruptions affect the ability to perform, both parties agree to communicate promptly and explore reasonable alternatives. Any refund, rescheduling, or expense obligations shall be handled according to the applicable provisions of this agreement.

25. PERMITS AND PERMISSIONS

The CLIENT is responsible for obtaining any venue permissions, permits, approvals, and authorizations required for the EVENT unless otherwise agreed in writing. This includes permissions for outdoor activities, private properties, corporate facilities, parks, and other public or private spaces. The CLIENT shall also be responsible for applicable venue or parking fees unless otherwise specified. The COMPANY shall not be required to perform SERVICES in violation of applicable laws, venue regulations, or safety requirements.

26. ADDITIONAL FACILITATORS AND THIRD-PARTY SERVICES

If the CLIENT requests additional facilitators, assistants, equipment providers, or other third-party professionals, such arrangements must be approved in advance. The COMPANY may coordinate additional services when expressly included in the booking agreement. Any applicable third-party costs shall be communicated to the CLIENT before the COMPANY incurs those expenses. The COMPANY is not responsible for services independently arranged and contracted by the CLIENT unless otherwise required by law.

27. SCHEDULE, DURATION, AND BREAKS

The contracted service duration shall be stated in the booking agreement. The CLIENT agrees to provide reasonable access to the venue for any separately agreed setup, preparation, and breakdown requirements. Delays caused by the CLIENT, attendees, venue restrictions, or other EVENT circumstances shall not automatically extend the contracted service time. Additional facilitation time must be approved by the COMPANY and may result in additional fees. For extended bookings, the COMPANY requires reasonable breaks, including a minimum 30-minute break for every four hours of contracted work, unless otherwise mutually agreed.

28. PHOTOGRAPHY, VIDEO, AND RECORDING

The CLIENT must obtain prior written permission from the COMPANY before professionally photographing, filming, livestreaming, or recording the SERVICES for public distribution, commercial use, or promotional purposes. Incidental personal photographs may be permitted at the COMPANY's discretion, provided they do not interfere with the experience or violate participant privacy. The CLIENT is responsible for securing all necessary permissions and releases from attendees before recording or distributing their likenesses, voices, or personal information. The COMPANY retains the right to prohibit recording during meditation, private discussions, emotional processing, or other portions of an experience where privacy is especially important. Recording the SERVICES does not grant ownership of the COMPANY's intellectual property or permission to redistribute its proprietary content. The COMPANY will obtain any required participant and CLIENT permissions before using identifiable photographs, video, testimonials, or recordings for its own promotional purposes.

29. INTELLECTUAL PROPERTY AND COPYRIGHT

All original wellness materials developed or provided by the COMPANY, including but not limited to guided meditations, scripts, class sequences expressed in written or recorded form, educational presentations, worksheets, manuals, recordings, course materials, and proprietary program content, remain the intellectual property of the COMPANY to the extent protected by applicable law. Unless otherwise agreed in writing, the CLIENT receives a limited, non-exclusive, non-transferable license to use any specifically delivered materials for the purposes identified in the booking agreement. The CLIENT may not reproduce, distribute, sell, sublicense, publish, or commercially exploit protected materials without prior written authorization. Payment for SERVICES does not transfer ownership of the COMPANY's intellectual property.

30. DIGITAL MATERIALS AND RESOURCES

When applicable, the COMPANY may provide digital recordings, guides, worksheets, meditation audios, or other supplemental wellness materials. These materials are intended for the authorized recipient's personal use or other use expressly identified in the booking agreement. Access to digital materials may be subject to expiration dates, platform restrictions, or licensing limitations communicated at the time of purchase. Digital products delivered electronically are non-refundable once delivered or accessed, except as required by applicable law or expressly provided in the purchase terms.

31. NO GUARANTEE OF RESULTS

The COMPANY makes no representation or guarantee that participation in any wellness experience will result in a specific physical, emotional, psychological, professional, or personal outcome. Individual experiences vary based on numerous factors beyond the COMPANY's control. The CLIENT acknowledges that general wellness practices are not substitutes for appropriate medical or mental health treatment when such treatment is needed. Dissatisfaction with a subjective experience or the absence of a desired personal outcome does not, by itself, establish a failure to provide the contracted SERVICES.

32. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the COMPANY's aggregate liability for claims arising from the contracted SERVICES shall not exceed the total fees paid to the COMPANY for the specific SERVICES giving rise to the claim. The COMPANY shall not be liable for indirect, incidental, special, or consequential losses to the extent such limitations are legally permitted. These limitations do not exclude or restrict liability that cannot lawfully be limited, including any liability arising from conduct for which applicable law prohibits such limitation. Nothing in this section eliminates a participant's right to bring a claim that cannot legally be waived. Any separately required participant liability waiver or informed consent form shall be executed in addition to this agreement.

33. ASSIGNMENT

Neither party may assign or transfer this agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment without the required consent shall be ineffective to the extent permitted by law.

34. ATTORNEY'S FEES AND LEGAL EXPENSES

In the event of a legal dispute arising from this agreement, reasonable attorney's fees and legal costs may be recovered by a party only when authorized by applicable law or awarded by a court of competent jurisdiction under an enforceable agreement.

35. TERMINATION

Either party may request termination of this agreement by providing written notice. Any amounts due, refunds, or cancellation fees shall be determined by the applicable payment, cancellation, and termination provisions. The COMPANY may terminate this agreement for material nonpayment, unsafe conditions, harassment, or other substantial breach, subject to any applicable notice or opportunity-to-cure requirements. Unless terminated earlier, this agreement shall conclude upon completion of the contracted SERVICES and satisfaction of the parties' remaining obligations.

36. TERMINATION FOR DEFAULT

If either party materially fails to perform an obligation under this agreement, the non-defaulting party may provide written notice identifying the breach. When the breach is reasonably capable of correction, the defaulting party shall have 14 days from receipt of notice to cure the breach unless the booking agreement specifies another period. Where a breach involves immediate safety concerns, serious misconduct, or other circumstances making continued performance unreasonable, the COMPANY may suspend or terminate SERVICES without waiting for the cure period, to the extent permitted by law.

37. TAXES

The CLIENT shall be responsible for applicable sales, use, or similar transaction taxes imposed on the contracted SERVICES, if any. The COMPANY is responsible for its own income taxes and other taxes arising from operating its business.

38. SEVERABILITY

If any provision of this agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law.

39. GOVERNING LAW

This agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, without regard to its conflict-of-law provisions, except where applicable law requires otherwise.

40. ACKNOWLEDGMENT AND ACCEPTANCE

By signing the accompanying booking agreement or otherwise providing legally valid acceptance of these Terms & Conditions, the CLIENT acknowledges that they have read, understood, and agreed to the terms.

The CLIENT confirms that they have authority to enter into this agreement on behalf of themselves or the organization identified in the booking agreement.

The CLIENT understands that this booking agreement governs the contractual relationship between the CLIENT and the COMPANY and does not replace any individual participant consent or liability waiver required for attendees.