Founding Membership Terms & Services

This Agreement is entered into by and between Eternum Longevity Center, LLC, a Limited Liability Company (“Eternum”), and the undersigned (“Client”). Eternum and Client may each be referred to as a “Party” and collectively as the “Parties.”

This Agreement outlines the terms and conditions, including Appendix A: Terms of Service, under which Eternum will provide testing and coaching services as part of the Founding Membership Program (the “Program”).


1. PROGRAM DESCRIPTION

The Founding Membership Program (the "Program") is a twelve (12)-month engagement.

The Engagement Period will begin on November 1, 2025. The Engagement Period will conclude twelve (12) months from this date or may be extended for another year-long contract agreed upon by both parties.

1.1 Onboarding (Month 1)

  • Quarterly blood and urine tests with over 112 biomarkers (can be done remotely)
  • Biannual gut microbiome mapping (can be done remotely)
  • Full DNA mapping with upgraded AI query capabilities (one time only, can be done remotely)
  • Fitness tracker with a yearly membership that connects to our AI
  • Biannual DEXA scan for body composition, muscle mass, and bone density
  • Quarterly strength testing
  • Quarterly mobility testing
  • Quarterly flexibility testing
  • Quarterly VO2Max testing
  • Quarterly reaction time testing
  • Quarterly memory testing
  • Quarterly HRV testing
  • Unlimited access to the most advanced AI health algorithm ever created
  • Twice monthly coaching (strength, nutrition, flexibility, supplement analysis, and lifestyle) with world-class coaches as outlined in section 1.2
  • Unlimited access to our coaches via email or text as outlined in section 1.2
  • Quarterly infrared and red-light sauna therapy sessions after your testing
  • Quarterly cold plunge sessions after your testing
  • Discount on all therapeutics offered through our partner The Re-Clinic

1.2 Individual Coaching Sessions (Months 2–12)

  • Bi-weekly coaching sessions (group and/or individual)
  • Sessions conducted via phone, FaceTime, or Zoom
  • Ongoing goal setting and progress tracking
  • Personalized recommendations and health insights
  • Direct access to Eternum coaches via text, phone call, or email between sessions for brief questions or accountability purposes
  • Guides and resources provided as needed

2. TERMS OF SERVICE (APPENDIX A)

The Terms of Service (Appendix A) govern all assessments, coaching, and related services under this Agreement. By signing both this Agreement and Appendix A, the Client confirms they have reviewed, understood, and accepted the terms.

2.1 Acknowledgment and Compliance

The Client agrees that the Terms govern all services provided during the Program by Eternum, employees of Eternum, and any other party contracted by Eternum.

By signing Appendix A, the Client confirms that they understand the educational nature of these services and accept that they do not replace medical advice.

2.2 Consultation with Medical Providers

The Client is responsible for consulting a licensed healthcare provider regarding any changes to diet, exercise, or supplementation.

Lab results provided as part of the Program are for educational purposes only and may only be used by a licensed medical professional for medical diagnosis or insurance billing.

2.3 Privacy and Liability Limitations

The Client understands that information shared with Eternum or any other contracted party is not covered by HIPAA and does not establish a doctor-patient relationship.

Eternum, employees of Eternum, or any contracted party will not be liable for any outcomes resulting from the use of assessments or services provided.


3. SCOPE AND RELATIONSHIP.

3.1 Scope of Services.

The Program provides health-related education, guidance, and support. It does not include medical diagnosis, treatment, or prescriptions. Clients should consult licensed healthcare professionals as needed and are responsible for their own health-related decisions.

3.2 Contractor Relationship.

Eternum operates as an independent contractor. Neither Eternum, any contracted parties nor its employees are employees of the Client, and the Client assumes no responsibility for employment-related taxes or obligations.


4. EXPECTATIONS AND RESPONSIBILITIES. 

4.1 Client Responsibilities.

  • Show up on time and without distractions.
  • Engage with kindness, respect, and effort.
  • Be prepared to give your best efforts to the Program.
  • Complete any recommended action steps between sessions.
  • Set realistic expectations and goals.
  • Take responsibility for progress between sessions.
  • Be open to new ideas and personal growth.
  • Provide feedback on progress and areas where additional support is needed.
  • Take responsibility for your own health decisions.

4.2 Eternum's Responsibilities.

  • Come prepared for each session.
  • Devote full attention to the Client during sessions.
  • Provide education on cognitive, metabolic, immune, thyroid, digestive, and cardiovascular health within the scope of practice.
  • Serve as a mentor and advocate.
  • Challenge the Client to grow outside their comfort zone, when appropriate.
  • Offer support, encouragement, and personalized guidance.
  • Create a supportive and distraction-free environment.
  • Coordinate with the Client’s care team, if requested.
  • When appropriate, refer the Client to a licensed healthcare professional.

4.3 Limitations.

  • Eternum, employees of Eternum, and any party contracted by Eternum will not diagnose or treat any illness or disease.
  • Eternum, employees of Eternum, and any party contracted by Eternum will not prescribe medication or treatments.

5. PROGRAM PARTICIPATION AND SCHEDULING.

5.1 Lab Work and Participation.

As part of onboarding, the Client is required to complete assigned lab work within specified timeframes communicated by Eternum. Failure to complete lab work promptly will not modify the Engagement Period or payment obligations.

 

5.2 Communication.

  • Clients may contact Eternum coaches via text, phone call, or email between scheduled sessions for quick questions..
  • Eternum will aim to respond within four (4) business hours on weekdays and by the next business day on weekends or holidays.
  • If a question or topic requires in-depth discussion, it will be addressed during the next scheduled session.
  • All communications between sessions should remain focused on Program-related topics to maintain progress and effectiveness.

 

5.3 Session Scheduling.

The Client is responsible for attending one-on-one or group sessions during the designated month. Any unused sessions will not roll over month-to-month and will expire at the end of the assigned month unless a prior written agreement allows otherwise.

 

5.4 Expiration of Sessions.

Each coaching session must be used in the designated month it is scheduled. Sessions cannot be combined or carried forward to subsequent months. If the Client fails to attend a session within the assigned month, the session will expire at the end of that month. No refunds or credits will be provided for missed or unused sessions.

 

5.5 Group Calls.

Optional group calls may be offered at the discretion of Eternum, with a schedule communicated in advance. Participation is always voluntary.


6. PROGRAM COSTS.

6.1 Fees and Additional Services.

  • Founding Membership Fee: $13,000, due upon signing the Agreement
  • Therapeutic Fees: Therapies offered through Eternum or Eternum’s affiliated vendors are not included in the Membership Fee unless otherwise noted in section 1. Client may elect to engage in these services but they are not required as part of the Program.

These fees cover all services outlined in Section 1, including onboarding components, testing, coaching sessions, and group calls provided during the Engagement Period.

If the Client requests extra services—such as additional therapeutics, lab work not already outlined, or other therapies beyond what is included in the Program—these will incur separate fees at time of service.

All fees are non-refundable, regardless of the Client’s use of any specific Program elements.


7. PAYMENT TERMS

7.1 Payment Schedule.

  • The Founding Membership Fee is due in full upon signing this Agreement.

7.2. Payment Methods.

  • Payments through ACH are available through the Eternum portal

7.3 Failed Payments and Account Updates.

  • If a payment fails due to insufficient funds or incorrect payment details, the Client will be notified to update their payment information.
  • If payment issues are not resolved within seven (7) days of notification, services may be paused until payment is received.

7.4 Refund Policy.

  • All payments are non-refundable.
  • No refunds or prorated payments will be provided for missed sessions, early termination, or unused services.

8. NOTICE

All formal communications required under this Agreement, including termination notices, must be sent to the email addresses listed below. The Client is responsible for notifying Eternum of any changes to their contact or billing information within three (3) days of any change.

Email: info@eternumlongevity.com


9. NON-DISPARAGEMENT

The Client agrees not to make negative or disparaging remarks about Eternum, its business, or personnel, whether publicly or privately, including on social media. This provision does not limit the Partcipant’s right to share opinions as required by law or during arbitration.


10. PAYMENT AUTHORIZATION AND METHOD SELECTION

The Client agrees to provide payment information and authorize recurring payments (if applicable) for the fees outlined in this Agreement.


11. TERM AND TERMINATION.

11.1 Engagement Period.

This Agreement covers the Engagement Period, as defined in Section 1.

11.2 Automatic Renewal.

Unless either Party provides written notice of non-renewal, the Program will automatically renew at the end of the Engagement Period for additional twelve(12) months at the rate of $13,000.

11.3 Termination Notice.

Either Party may terminate this Agreement, including the Engagement Period or any renewal periods, by providing 30 days written notice to the other Party. All payments for the full Engagement Period or any active renewal period will remain due in full, regardless of when notice of termination is given, and no refunds or prorated payments will be provided for early termination


12. CONFIDENTIALITY, PRIVACY, AND RECORD RETENTION.

12.1 Confidentiality. 

All information shared during one-on-one coaching sessions will remain confidential. Information will not be disclosed unless:

  • It is required for the performance of services by Eternum’s staff or team members.
  • Disclosure is required by law.  
  • It is necessary to prevent harm to the health, safety, privacy rights, or intellectual property of any individual.
  • The Client provides prior written permission.

12.2 Group Sessions. 

When participating in group settings, the Client acknowledges that the information shared may be seen or used by others. Eternum is not responsible for any unauthorized use of information disclosed in these settings, including forums, retreats, or online platforms.

12.3 Record Retention Policy.

The Client acknowledges that Eternum has disclosed its record retention policy with respect to documents, information, and data acquired or shared during the term of the Client relationship. Such records will be maintained by Eternum in a format of its choice (print or digital/electronic) for a period of not less than two (2) years.


13. INTELLECTUAL PROPERTY.

13.1 Client's Work Product.

The Client retains all intellectual property rights to their own work product created during the Program. Eternum will not claim ownership of any such work.  

13.2 Eternum's Materials.

All materials provided by Eternum are the sole property of Eternum. The Client may not copy, distribute, or share any content without prior written permission. Materials are provided with a single-user license for individual use only and may not be used commercially without written authorization.

13.3 Use of Name and Likeness.

Eternum may request to use the Client’s name, likeness, or testimonials for marketing purposes. Any such use will require prior written approval from the Client. 


14. DISCLAIMER OF WARRANTIES AND LIABILITY.

14.1 Assumption of Risk.

The Client acknowledges that participation in the Program involves personal responsibility. They assume all risks and agree to act with care and respect toward others.

14.2 Health and Wellness Limitations.

Eternum does not provide medical diagnoses or treatment. Clients are advised to consult with licensed healthcare providers before making any changes to their health regimen or treatment.

14.3 Reliance on Information.

Eternum relies on the truth and accuracy of all information provided by the Client regarding their health, allergies, and treatments.

14.4 Disclaimer.

The Program is intended for educational purposes only. No guarantees are made regarding outcomes, and Eternum is not responsible for physical, emotional, or financial outcomes resulting from participation in the Program.

14.5 Release of Claims.

The Client agrees to indemnify and hold harmless Eternum from any claims or liabilities arising from their participation.


15. FORCE MAJEURE.

Neither Party will be liable for failure to perform due to causes beyond their control, including but not limited to natural disasters, governmental restrictions, or other unforeseen events.


16. GOVERNING LAW AND DISPUTE RESOLUTION.

16.1 Governing Law. 

This Agreement is made under and will be governed by and construed in accordance with the laws of the United States, without giving effect to any principles that provide for the application of the law of another jurisdiction

16.2 Good Faith Negotiation. 

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. Both parties shall meet and confer at a mutually agreed-upon time and place to discuss the matter in an effort to reach an amicable resolution.

16.3 Mediation.

If the parties are unable to resolve the dispute through good faith negotiations within thirty (30) days, they agree to submit the dispute to mediation either in Utah or virtually. The mediation shall be conducted by a mutually agreed-upon mediator, and the costs of mediation shall be shared equally by the parties. The mediation process shall be confidential, and any statements made during mediation shall not be admissible in any subsequent legal proceedings.

16.4 Arbitration. 

If the dispute is not resolved through mediation within sixty (60) days, the parties agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in the State of Utah, and the arbitrator's decision shall be final and binding on both parties. The costs of arbitration shall be borne as determined by the arbitrator. The parties agree that the arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award.  Your rights will be determined by a neutral arbitrator and not a judge or jury. You understand that arbitration procedures can be more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review in court.


17. SEVERABILITY.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If the Court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


18. WAIVER.

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


19. BINDING EFFECT.

This Agreement shall be binding upon the Parties hereto and their respective successors and permissible assigns.


20. ENTIRE AGREEMENT.

This Agreement, together with Appendix A: Terms of Service, constitutes the entire agreement between the Parties. It supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter herein.

  • Amendment: Any amendments to this Agreement must be made in writing and signed by both Parties.
  • Assignment: The Client may not assign their rights or obligations under this Agreement without prior written consent from Eternum.
  • Survivability: The following obligations will survive the termination or expiration of this Agreement: payment obligations, confidentiality, intellectual property rights, indemnification, and any other provisions that by their nature or terms are intended to survive.

By signing below, the Parties agree to be bound by the terms and conditions of this Agreement, including Appendix A: FDN Terms of Service.

 

Eternum Longevity Center,  LLC 

Printed Name: Daniel D. Miller 

Title: Chief Executive Officer 


Appendix A: Terms of Service

It is common practice for naturopaths, nutritionists, and other non-licensed practitioners to collect your signature on such a form. By doing so, you acknowledge and accept that we:

  • are not medically qualified and do not provide any medical diagnosis or advice regarding any specific health condition
  • are not a substitute for advice from a qualified doctor and can provide education only on general principles of health building
  • recommend that you consult your doctor before making any changes to your diet or exercise regime or taking any dietary supplement
  • do not warrant the accuracy of any information provided as we are not the originators of the information
  • are not liable for any losses you may suffer by relying on any advice we provide
  • do not recommend any particular product or service
  • do not guarantee any positive results as we have no control over those results
  • are not a covered entity or a business associate of a covered entity under HIPAA
  • are unable to provide any diagnosis or CPT codes for insurance billing purposes

By adding your signature below and/or by instructing me to provide advice and services to you, you indicate your agreement to these terms.


What We Do and Do Not Do

We may obtain a set of laboratory test results on your behalf from a Certified Laboratory in the United States and provide you with a holistic or nutritional interpretation of those test results that you can use exclusively as an educational tool for personal health purposes.

Your doctor may use the same test reports to diagnose and treat diseases or specific conditions, but we do not do this. The information we provide is not intended to, cannot, and should not be a substitute for a personal consultation with your qualified doctor. We do not accept any liability for any failure to identify any medical condition or disease, as this is not the purpose of our services.

We may provide you with information about products that we believe might benefit you, but such information is not to be taken as an endorsement or recommendation. Some products may require a prescription, but we do not dispense or prescribe any prescription products. The information provided is intended for educational purposes only and should not be taken as professional medical advice or used as a substitute for medical care. We are not responsible for any adverse effects or consequences that may result, either directly or indirectly, from that information.

We will make a reasonable effort to protect the privacy of your medical information that is shared with us, including any lab test results. However, that information is not covered by doctor-patient confidentiality, nor does HIPAA govern it.


Consult Your Doctor

We are not licensed medical advisors and make no claims to be so. The information we provide should not be taken to be and is not a substitute for personal medical advice and instruction. You should not take any action based solely on our advice or guidance.

You should consult your doctor:

  • or any medical interpretation of your lab test results
  • on any matter relating to your health and well-being
  • before making any changes to your exercise routine or diet
  • before taking any nutritional, herbal, homeopathic, or hormonal supplementation
  • before beginning any therapy or modality

Exclusion of Warranties

We will provide our services to you with reasonable care and skill. But we make no other warranty, express or implied, with respect to those services. All other warranties are excluded to the maximum extent permitted by law.

We make no warranty as to the accuracy of the laboratory test results we receive.

We make no warranty, expressed or implied, about the quality or effectiveness of any interpretation, apparatus, advice, treatment, or product. In no event will we be liable for any physical or mental injury or any adverse side effects that may arise from the use of any such interpretation, apparatus, advice, treatment, or product.

We believe that the information we provide, including that on our websites, videos, postings, brochures, emails, flyers, and information packets, is accurate, but we cannot guarantee such accuracy. We, therefore, make no warranty as to the accuracy of that information, and it should not be relied upon as being correct, complete, or accurate. It is your responsibility to verify such matters independently from primary sources of information and by taking specific professional advice.


Exclusion of Liability

If you rely on, buy, or use a product or therapy or modality, you do so at your own risk. We do not guarantee any results as we have no control over those results. Each person is different, and the way someone reacts to a product or therapy may be significantly different from another. We cannot predict how you may respond to any particular product or therapy.

To the maximum extent permitted by law, we exclude:

  • any and all liability in contract, tort (including negligence), breach of statutory duty or otherwise for any direct, indirect, special, incidental, or consequential costs, losses, claims, damages, expenses or proceedings (including but not limited to loss of profits and wasted management time) incurred or suffered by you arising directly or indirectly out of or in connection with our services, including but not limited to any loss, damage or expense arising from any defect, error, imperfection, fault, mistake or inaccuracy with the information, education or advice we provide;
  • any and all liability for injury or loss arising out of the use of, or reliance on, the laboratory results and/or the dietary, supplement, and lifestyle suggestions we may provide;
  • any and all liability for injury or loss arising from any product or treatment you may choose to take
  • any and all liability for any failure to identify any medical condition or disease. You understand and agree that this is not the purpose of our services.

This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect, or consequential damages or injury, loss of data, income or profit, loss of or property damage, and claims of third parties.


No recommendation

All material and information we may provide about products and therapies are provided solely for educational purposes and for use when discussing your health with your doctor. By providing you with such material and information, we do not necessarily endorse, recommend or promote any such product or therapy.


Signature

By signing this Agreement, we both acknowledge that we have read, understand, agree to, and accept all of the terms in this Agreement. Electronic signatures of this Agreement are permitted and enforceable. You agree that you have had the opportunity to ask me any questions before signing, and your signature indicates that you agree with all of the terms of this Agreement.

 

Eternum Longevity Center,  LLC

Printed Name: Daniel D. Miller 

Title: Chief Executive Officer