TERMS & CONDITIONS OF PURCHASE


You are purchasing access or one (1) person to The Foundations Course 2021 Introductory Offer (referred to below as the “Foundations Course”) from Metamorphosis Medicine 01 LLC (MM01, “we,” or “us”). You must be enrolled in medical school or have earned a medical degree to participate in this course although it can be purchased for a qualified participant by anyone at least 13 years of age or older. Children younger than the age of legal majority should review this Agreement with their parent or legal guardian. Course participants must present proof of their eligibility (a copy of a medical school transcript or proof of matriculation, a medical school graduation diploma, or an active medical license).


The Foundations Course Product includes live course access, course content and materials, other information and materials furnished by MM01 (collective, “Content”), access to a website for members of the Program (the “Site”), and an online member community (the “Community”). By purchasing access to the Foundations Course Product, you and MM01 hereby agree to these Terms and Conditions of Purchase and MM01’s Terms of Use and Privacy Policy, Data Protection, and Disclaimer (collectively, this “Agreement”) following legal terms and conditions that govern your use of the Foundations Course Product and that form a legal agreement between you and MM01. In the event of any conflict between these terms and Conditions of Purchase and Terms of Use, Privacy Policy, Data Protection, or Disclaimer, these Terms and Conditions of Purchase shall control.


THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.


PAYMENT POLICY

You are responsible to pay for the MM01 Foundations Course Product in full (including all applicable sales and other taxes or fees and for providing us a valid credit card or other payment method.


REFUND POLICY

Our interest and commitment at MM01 and in the Foundations Course is to help doctors and medical students change their lives by authoring a personal practice prescription that they implement. If you participate fully in the first two weeks of the course and do not get value from it or feel that we’ve delivered on our promise, you may submit your assignments and exercises to [email protected] before the deadline, and we will promptly refund the money you paid under this Agreement less any external fees plus $200 for each one-to-one session used or forfeited in the trial period subject to the following conditions:


Deadline to apply for a refund. To be eligible for a refund, you must be a Foundations Course participant who purchased the Product in 2021, and you must submit your request by noon 21 days after the course launch date. This deadline exists because if you sign up for the Foundations Course, we want you to get started. If you are not planning to engage in the one-to-one sessions, you should wait for a later course version that will not include this offer. If you do not want to begin the Foundations Course on schedule, we would love to have you consider taking it later in the year when it becomes self-paced. Being out of sync with the other participants in this small group will be awkward for you and the other participants. The refund does have a firm deadline. Really, we would like you to stay the course and initiate this transformation by organizing your life to make this work for you.


Completed Course Work. We’ll ask for your completed course work and to see that you actually watched all the videos (to make sure you gave it a go), and we’ll ask what didn’t work for you (so we can make things work better for future participants). 


MM01 Discretion. After you submit your materials, all refunds are within MM01’s discretion with regard to whether to grant or deny the refund request.


We encourage you NOT to enroll in the Foundations Course just to “check it out.” A terrific amount of time has gone into creating this program, and we ask you to do the same, especially in this small group size when you may have taken a spot another person really wants and needs who is committed to going through the whole program.  


INTELLECTUAL PROPERTY

You agree that the Foundations Course Product contains proprietary Content that is owned by MM01 and/or its licensors and is protected by copyright, trademark and other applicable intellectual property laws. Duplicating, sharing or uploading any Product Content, including to any sharing or social media sites is considered stealing, and MM01 will prosecute such misconduct to the fullest extent permitted by law.


MM01 provides you with the Foundations Course Product solely for your personal, noncommercial use, and you agree that you will not use such proprietary Content in any way whatsoever except for use in compliance with this Agreement. You will not use the Foundations Course Product or Content available in the Produce in a manner that constitutes an infringement on MM01’s rights or that has not been authorized in writing by MM01. More specifically, unless explicitly authorized in this Agreement, you may not modify, copy, reproduce, republish, upload, post, transmit, rent, lease, loan, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Foundations Course Product. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, noncommercial use, provided that you keep intact all copyright, trademark, and other proprietary notices.


To be clear: please be aware that you may not create derivative works, resource guides, marketing or business materials, source material, intellectual property, websites, blogs, web content, or any other works that reference MM01, the Foundations Course, or the Foundations Course Content, or infring on any of MM01’s intellectual property in any way. Any material that you create should be focused on your practice or teaching, not ours. All copyrights, trademarks, and other intellectual property rights in and to the Foundations Course Product (including the compilation of Content, postings, links to other internet resources, and descriptions of those resources) are owned by MM01 and/or its licensors, which reserved all their respective rights in law or in equity. THE USE OF MM01’S FOUNDATION COURSE PRODUCT, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF THE COMPANY AND OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INFRINGEMENT.


Company trademarks, service marks, graphics, and logos used in connection with the Foundations Course Product are common law trademarks or registered trademarks of the Company. You are granted no right or license with respect to any of the aforesaid trademarks.


The Foundations Course Product includes access for one (1) person. Upon registration, you will receive one username, password, and member profile for use on the Site and in the Community.


If you would like to take the Foundations Course along with a physician partner, team member, student, resident, or friend, you will need to each purchase the course individually. 


PRIVACY AND CONFIDENTIALITY

The Foundations Course Produce is subject to MM01’s Privacy Policy. MM01 does not knowingly collect personal information from children under the age of 13 and does not wish to do so. MM01 reserves the right to request proof of age so that it can verify that purchases are not made by anyone under the age of 16. Content can only be accessed by registered participants who provide the necessary proof of medical school matriculation or medical credentials, regardless of the purchaser.


We respect your privacy and must insist that you respect the privacy of each participant (“Program Participant”) be held to the same extent we honor the privacy of our patients. By purchasing and/or registering for the Foundations Course.


By purchasing and/or registering to access the Foundations Course Program, you agree:


Not to infringe a copyright, patent, trademark, trade secret, or other intellectual property rights of MM01 or the other Participants;

That any information shared by Foundation Course Participants or any of MM01’s  representatives is confidential, proprietary, and belongs solely and exclusively to the Participant who discloses it or to MM01;

Not to disclose such confidential information to any other person or use it in any manner other than in discussion with other Foundations Course Participants in the Community or in group discussions or training sessions;

That all Content provided to you by MM01 is MM01’s confidential and proprietary information and intellectual property, belong solely and exclusively to MM01, and may be used by you only as authorized in writing by MM01;

The reproduction, distribution, and sale of the Content by anyone other than MM01 is strictly prohibited; and

That if you violate, or threaten to violate, any of your agreements contained in this paragraph, we will be entitled to, among other things, injunctive relief to prohibit such violations.


While you are free to discuss your personal experience and results from the Foundations Course Program, you must keep all statements made by other Participants whether oral or written in the strictest of confidence.


THE FOUNDATIONS COURSE COMMUNITY RULES

The Foundations Course Community is a place for Participants to share experiences and support and to ask for help solving Personal Practice Prescription problems or challenges implementing your Personal Practice Prescription. This is not a job board or a place to advertise side gigs or solicit Partipants to purchase your services. If you have or are aware of an employment or practice opportunity that might be of interest to Participants, you may indicate that in a very general way and allow interested Participants to contact you directly outside the Community site. This is a safe space and a constructive space. To that end, failure to comply with the guidelines for engagement on the Community Site or in group conversations will result in termination of your participation in the Foundations Course Program without refund.


THIRD-PARTY MATERIALS AND WEBSITES

MM01 may provide links to third-party materials and websites as a convenience to you and other Participants. Any third-party materials or websites are not part of the Foundations Course Program and they may be either terminated or withdrawn at any time without any liability on the part of MM01. You agree that you will be responsible for any and all payments and other obligations associated with your use of any and all third-party materials and websites, and In addition, you agree that MM01 is not responsible for examining and evaluating the content and accuracy of any third-party materials and websites or for any other materials, products or services of third parties. You further agree that you will not use any third-party materials and websites in a manner that would infringe on or violate the rights of any other party and that MM01 will not be liable for your improper use of third-party materials and websites.


DISCLAIMER

THE FOUNDATIONS COURSE PRODUCT, THE SITE, CONTENT, AND ANY OTHER MATERIALS PROVIDED BY US HEREUNDER ARE PROVIDED ON AN  “AS IS” AND “AS AVAILABLE” BASIS, AND WE DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE IN CONNECTION WITH THE PRODUCTS.

When addressing financial matters in any of our websites, videos, newsletters, programs, or other Content, we’ve taken all reasonable efforts to ensure that we accurately represent our programs and their potential to improve your experience in medical practice or decisions taken to pursue other lines of revenue generation. However MM01 does not guarantee that you will get any results, earn money, retain your current employment or find other employment using any of the ideas, tools, strategies, or recommendations, and nothing in the Foundation Course Program, Content, or Site is a promise or guarantee to you of future earnings. Specifically, no legal counsel or representation of any kind is offered or intended in connection with the Foundations Course, one-to-one strategy sessions with MM01 representatives, or Community Site and events. Likewise, medical concerns that are personal or relate to Participants’ clinical experience that arise in the Foundations Course Program, exercises, activities, and practices do not establish a doctor-patient relationship between Participants and Lauren Kosinski, MD or among Program Participants, and MM01 and Lauren Kosinski, MD specifically disclaim any such role or responsibility. Specifically, we offer no professional legal, medical, psychological, or financial advice.


YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE FOUNDATIONS COURSE PRODUCT IS AT YOUR SOLE RISK. By purchasing access to the Foundations Course Product, you accept, agree, and understand that you are fully responsible for your progress and results from your participation and that we offer no representations, warranties, or guarantees verbally or in writing regarding your earnings, professional performance, medical decision-making, employment changes, re-entry pathways to clinical practice, or results of any kind. You alone are responsible for your actions and results in life, practice, and business, which are dependent on personal factors including, but not necessarily limited to, your skill, knowledge, ability, dedication, support network, and financial situation, to name just a few. You also understand that any testimonials or endorsements by other Participants represented on our programs, websites, content, landing pages, sales pages, the Metamorphosis Medicine and Lauren Kosinski, MD--The Bottom Line websites, have not been scientifically evaluated by us, and the results experienced by individuals may vary significantly. Any statements outlined on our websites, programs, Content, and offerings are simply our opinion and thus are not guarantees or promises of actual performance. 


ADDITIONAL TERMS AND CONDITIONS

  1. GOVERNING LAW. You and MM01 have entered into this Agreement in the State of Maryland, and the validity, interpretation, and legal effect of this Agreement, as well as all disputes among you and MM01, shall be in accordance with the laws of the State of Maryland, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction.


  1. LIMITATION OF LIABILITY. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) MM01, ITS OWNERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSEES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OUR OUT OF THIS AGREEMENT, INCLUDING YOUR USE OF THE FOUNDATIONS COURSE PRODUCT; AND (II) YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE FOUNDATIONS COURSE PRODUCT AND REQUEST A REFUND AS SET FORTH IN SECTION 6. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. AS SET FORTH IN OUR PRIVACY POLICY, MM01 SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH YOUR PURCHASE AND USE FOHTE FOUNDATIONS COURSE PRODUCT, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK.


  1. NON-DISPARAGEMENT. You agree that you will not engage in any conduct or communications with a third party, public or private, designed to disparage MM01, or Lauren Kosinski, MD, including, but not limited to, any remark, comment, message, information, declaration, campaign, communication, or other statement of any kind, whether verbal, in writing, electronically transferred, or otherwise, that might reasonably be construed to be derogatory, defamatory, libelous, or slander.


  1. BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successor, heirs, representatives, administrators, and permitted assigns of the parties. You have no right to assign this Agreement, by operation of law or otherwise. The Foundations Course Product is a non-transferable program.


  1. TERMINATION. MM01 is committed to providing all customers in the Program with a positive Program experience. If you fail, or MM01 suspects that you have failed, to comply with any of the provisions of this Agreement, MM01, in its sole discretion and without notice to you, may: (a) limit, suspend, or terminate your participation in the Foundations Course Program without refund; and/or (b) terminate this Agreement. Your obligations to MM01 under this Agreement will survive termination or expiration of this Agreement for any reason.


  1. CHANGES. MM01 reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Foundations Course Product. Such modifications and additional terms or conditions shall be effective immediately and incorporated into this Agreement. Your continued use of the Foundations Course Product will be deemed your acceptance thereof. The changes may be listed in an area accessible to you on the Site or you may be notified by either email or postal mail. If you have any questions, please contact [email protected].

  2. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless MM01, its owners, officers, employees, contractors, directors, licensors, related entities, affiliates, and successors from and against any and all liabilities and expense whatsoever, including, without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements, which any of such parties may incur or become obligated to pay arising out of or resulting from your breach of this Agreement and/or your misuse of the Foundations Course Product. You shall defend MM01 in any legal actions, regulatory actions, or the like arising from or related to this Agreement. You recognize and agree that all of the Company’s owners, officers, employees, shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of MM01.


  1. BINDING ARBITRATION. In the event of a dispute arising under or relating to this Agreement or the Foundations Course Program (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered into any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 8(J) below, nothing in this Agreement will prevent the Company from seeking injunctive relief in any court of competent jurisdiction as necessary to protect its proprietary interests.


  1. CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.


  1.  EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of MM01’s intellectual property rights and confidential and proprietary information by you, MM01 will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. MM01 may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Maryland, for purposes of any such action by the Company.


  1.  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written or oral, between the parties.


  1. COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this Agreement. Whenever there is any conflict between any provision of this Agreement and any applicable law, the applicable law shall prevail.


  1. NO WAIVER. The failure of any party to insist on the performance of any obligation hereunder shall not be deemed to be a waiver of such obligation. Waiver of any breach of any provision shall not be deemed to be a waiver of any other breach of such provision or any other provision.


The eight 45-minute one-to-one sessions that are included with this purchase must be scheduled and fulfilled in each week of the course. They cannot be saved to use at another date or rescheduled