PX90 PROGRAM TERMS & CONDITIONS

Effective Date: 1/1/2026

These Terms and Conditions (“Agreement”) govern participation in the PX90 Patient Experience Transformation Program (“PX90”), a program offered by SM2 Strategic, Inc., a California corporation (“SM2 Strategic,” “Company,” “we,” “us,” or “our”).

By purchasing, accessing, or participating in PX90, you (“Participant”) agree to be bound by these Terms and Conditions.

1. Program Description

PX90 is a professional education, leadership development, and patient experience transformation program designed to help healthcare organizations improve team alignment, patient experience, communication, accountability, and organizational culture.

PX90 includes educational content, training materials, videos, worksheets, exercises, coaching resources, and implementation tools.

PX90 is intended solely for educational and informational purposes.

2. No Medical, Legal, Financial, or Business Guarantee

The Company makes no representations, warranties, or guarantees regarding any specific business, financial, operational, clinical, legal, regulatory, patient satisfaction, employee engagement, referral growth, revenue increase, or practice performance outcomes.

Participant acknowledges that results vary based upon numerous factors including leadership commitment, implementation quality, market conditions, staffing, culture, and individual circumstances.

Past success stories are illustrative only and do not guarantee future results.

3. Educational Purposes Only

PX90 does not provide:

Medical advice
Clinical treatment recommendations
Legal advice
Regulatory compliance advice
Employment advice
Financial advice
Accounting advice

Participants should consult their own professional advisors regarding legal, clinical, financial, compliance, or business matters.

Implementation Responsibility

Participant acknowledges that PX90 provides educational content, implementation frameworks, coaching, resources, tools, and guidance intended to support patient experience improvement and organizational development.

The Company does not implement PX90 on behalf of Participant and is not responsible for execution within the Participant’s organization.

Successful implementation depends upon numerous factors outside the Company’s control, including but not limited to:

Leadership commitment
Team participation
Organizational culture
Staffing levels
Operational execution
Financial resources
Communication effectiveness
Market conditions

Participant accepts sole responsibility for all implementation decisions and outcomes.

The Company makes no guarantee that implementation of PX90 will result in any specific clinical, operational, financial, cultural, employee, patient experience, referral, retention, reputation, or revenue outcomes.

4. License Grant

Upon purchase, Participant receives a limited, non-exclusive, non-transferable license to access and use PX90 materials solely for internal use within the licensed practice or organization.

No ownership rights are transferred.

5. Intellectual Property

All PX90 materials are protected by copyright, trademark, trade secret, and other intellectual property laws.

This includes but is not limited to:

Videos
Playbooks
Worksheets
Assessments
Frameworks
Training exercises
Presentations
Templates
Program structure
PX90 methodology
Beyond Bedside Manner concepts
PX Movement materials

Participant may not:

Copy
Reproduce
Publish
Share
Resell
Distribute
License
Teach
Reverse engineer
Modify

any PX90 materials without prior written consent.

6. Additional Licenses

PX90 licenses are granted only for the participants, teams, or locations purchased.

Additional practice locations, providers, or organizations require separate licensing agreements.

The Company reserves the right to audit usage and require additional licensing fees when usage exceeds purchased licenses.

7. Coaching Services

Any coaching, consulting, advisory services, or implementation support provided by Shareef Mahdavi or authorized PX90 coaches is educational in nature.

Participant retains sole responsibility for all business, operational, employment, patient care, and management decisions.

The Company is not responsible for actions taken or not taken based upon coaching recommendations.

8. Payment Terms

All fees are due according to the selected purchase option.

Payment plans must remain current throughout participation.

Failure to make timely payments may result in suspension or termination of access.

Participant remains responsible for any unpaid balance.

9. Refund Policy

Due to the immediate access to proprietary intellectual property, training materials, digital resources, and implementation tools, all purchases are final.

No refunds will be provided except where required by applicable law.

If the Company offers a written guarantee or special promotional terms, those terms shall govern the specific purchase.

10. Participant Conduct

Participants agree to:

Engage professionally
Respect other participants
Maintain confidentiality of shared discussions
Comply with all applicable laws and regulations

The Company may remove any participant who engages in disruptive, abusive, unlawful, or inappropriate conduct.

No refund will be provided in such cases.

11. Confidentiality

Participants may receive confidential information relating to:

Practice operations
Business strategies
Leadership discussions
Program methodologies

Participants agree to maintain confidentiality and not disclose confidential information received through the program.

12. Disclaimer of Warranties

PX90 is provided on an “AS IS” and “AS AVAILABLE” basis.

The Company expressly disclaims all warranties, including:

Merchantability
Fitness for a particular purpose
Non-infringement
Accuracy
Completeness
Availability

To the maximum extent permitted by law.

13. Limitation of Liability

To the fullest extent permitted by law, SM2 Strategic, Inc., PX Movement, PX90, Shareef Mahdavi, their affiliates, employees, contractors, officers, directors, representatives, licensors, successors, and assigns shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising from participation in PX90 or use of any related materials, resources, recommendations, coaching, consulting, or services.

In no event shall the total liability of the Company exceed the amount paid by Participant for the applicable PX90 program during the twelve (12) months preceding the claim.

14. Indemnification

Participant agrees to indemnify, defend, and hold harmless SM2 Strategic, Inc., PX Movement, PX90, Shareef Mahdavi, and their respective officers, directors, employees, contractors, affiliates, successors, and assigns from and against any claims, liabilities, damages, judgments, losses, costs, expenses, or attorneys’ fees arising from:

Participant’s implementation of PX90
Participant’s business decisions
Participant’s patient care decisions
Violations of applicable law
Breach of these Terms
Misuse of PX90 materials

15. Mandatory Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to:

PX90
PX Movement
Coaching services
Consulting services
Program participation
Website usage
Purchases
These Terms and Conditions

shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules.

Arbitration shall be conducted by a single arbitrator.

The arbitration shall take place in Alameda County, California unless otherwise agreed in writing by the parties.

The arbitrator shall have exclusive authority to resolve all disputes concerning the interpretation, enforceability, applicability, or formation of this Agreement.

Judgment upon the arbitration award may be entered in any court having jurisdiction.

16. Class Action Waiver

Participant agrees that any claims shall be brought solely in an individual capacity.

Participant waives any right to:

Class actions
Collective actions
Representative actions
Mass arbitration proceedings

to the fullest extent permitted by law.

17. Governing Law

This Agreement shall be governed by and construed under the laws of the State of California without regard to conflict of law principles.

18. Venue and Jurisdiction

Any legal action permitted under this Agreement that is not subject to arbitration shall be brought exclusively in the state or federal courts located in Alameda County, California.

The parties expressly consent to personal jurisdiction and venue in Alameda County, California.

The principal place of business for the Company is:

SM2 Strategic, Inc.
555 Peters Avenue
Pleasanton, California 94566
(925) 425-9900

19. Force Majeure

The Company shall not be liable for delays or failure to perform resulting from circumstances beyond its reasonable control, including:

Natural disasters
Power outages
Internet failures
Government actions
Labor disputes
Public health emergencies

20. Electronic Acceptance

Participant agrees that electronic acceptance, electronic signatures, online purchases, and digital acknowledgments shall have the same legal effect as written signatures.

21. Entire Agreement

These Terms constitute the entire agreement between Participant and the Company regarding PX90 and supersede all prior discussions, communications, or understandings.

22. Contact Information

SM2 Strategic, Inc.
555 Peters Avenue
Pleasanton, California 94566

Phone: (925) 425-9900

Website: PXMovement.com

Email: shareef@sm2strategic.com

23. Non-Transferability

Access to PX90 is granted solely to the purchasing organization and authorized participants.

Participant may not assign, transfer, sublicense, share, distribute, or otherwise make program materials available to any third party without prior written consent from SM2 Strategic, Inc.

Unauthorized sharing of materials may result in immediate termination of access without refund and may subject Participant to additional licensing fees and legal remedies.