HYPE PHARM
TERMS AND CONDITIONS
UPDATED ON 02/18/2026

These Terms and Conditions (this “Agreement”) govern your purchase of and participation in Hype Pharm’s consulting services and programs, including but not limited to the 1% Club Membership.

By purchasing, enrolling in, or accessing any services provided by Hype Pharm LLC (“Consultant”), you (“Client”) acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

Hype Pharm LLC is a Limited Liability Corporation in the state of Arizona, with its principal place of business at 665 E Geronimo St., Chandler, AZ 85225.

Consultant and Client are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Services; Scope; Term

1.1 Services. Consultant will provide Client with consulting services as described in Exhibit A or in one or more statements of work, order forms, program descriptions, checkout pages, or similar documents referencing this Agreement (each, an “SOW” and collectively, the “Services”).

1.2 Scope of Services. The initial scope of Services, including any deliverables, milestones, and performance expectations, is described in Exhibit A. Consultant may amend or supplement the scope in its discretion. Any expanded scope requires written confirmation from Consultant.

1.3 Term. This Agreement commences on the date of purchase or enrollment (the “Effective Date”) and will continue for the applicable program term or, where applicable, an initial term of 12 months (the “Initial Term”), unless earlier terminated in accordance with Section 10. Recurring memberships renew automatically unless canceled in accordance with program terms (each a “Renewal Term,” and together with the Initial Term, the “Term”).

Fees, Expenses, and Payment

2.1 Fees. In consideration of the Services, Client will pay Consultant the fees set forth in Exhibit B or as displayed at checkout (the “Fees”).

2.2 Expenses. Client will reimburse Consultant for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of the Services, in accordance with any expense policy the Parties may agree to in writing.

2.3 Payment Terms. Unless otherwise specified at checkout, all Fees are due in advance. Recurring payments will be charged automatically. Late payments may accrue interest at the lesser of (a) 12% per month or (b) the maximum rate permitted by applicable law.

2.4 Taxes. Fees do not include any sales, use, value-added, or similar taxes. Client is solely responsible for any such taxes imposed on amounts payable by Client under this Agreement, other than taxes imposed on Consultant’s income.

Independent Contractor Status

3.1 Independent Contractor. Consultant is an independent contractor and is not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create any employer-employee, partnership, joint venture, or agency relationship.

3.2 No Authority to Bind. Consultant has no authority to bind Client or incur obligations on Client’s behalf without Client’s prior written consent.

3.3 Taxes and Benefits. Consultant is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort.

Intellectual Property

4.1 Consultant IP. All methodologies, tools, templates, frameworks, training materials, software, documentation, and other works of authorship, inventions, and intellectual property that are provided by Consultant to Client or created, conceived, or reduced to practice by Consultant (alone or with others) in connection with this Agreement or the Services (collectively, “Consultant IP”) are and shall remain the sole and exclusive property of Consultant.

4.2 License to Client. Subject to Client’s timely payment of all Fees, Consultant grants to Client a limited, non-exclusive, non-transferable (except as permitted under Section 15.1), non-sublicensable license during the Term to use Consultant IP solely for Client’s internal business purposes in connection with the Services. Any broader use or sublicensing must be agreed to in a separate written agreement signed by Consultant.

4.3 Client Materials. Client will retain ownership of all materials, data, and information provided by Client to Consultant (“Client Materials”). Client grants Consultant a limited, non-exclusive license to use Client Materials solely as necessary to perform the Services.

Confidentiality

5.1 Definition of Confidential Information. “Consultant Confidential Information” means all non-public information disclosed by or on behalf of Consultant to Client (whether oral, written, electronic, or otherwise), including without limitation business plans, financial information, strategies, methods, processes, software, documentation, technical information, trade secrets, and know-how, and any non-public terms of this Agreement.

5.2 Confidentiality Obligations (One-Way). Client will: (a) keep Consultant Confidential Information strictly confidential; (b) not disclose Consultant Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not use Consultant Confidential Information for any purpose other than exercising its rights or performing its obligations under this Agreement.

5.3 Exclusions. Consultant Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by Client; (b) was lawfully known to Client without confidentiality restrictions before receipt; (c) is received from a third party who did not acquire or disclose such information in breach of any legal or contractual obligation; or (d) is independently developed by Client without use of or reference to Consultant Confidential Information.

5.4 Compelled Disclosure. If Client is required by law, regulation, or court order to disclose any Consultant Confidential Information, Client may do so, provided that (where legally permitted) Client gives Consultant prompt written notice and cooperates with Consultant’s efforts to seek protective measures.

5.5 Injunctive Relief. Client acknowledges that any breach of this Section 5 would cause irreparable harm to Consultant for which monetary damages may be an inadequate remedy. Consultant will be entitled to seek injunctive or other equitable relief in addition to other remedies available at law or in equity.

Client Responsibilities; Business Disclaimers

6.1 Client Responsibilities. Client is solely responsible for running its business and for complying with all applicable laws and regulations, including without limitation those governing advertising and marketing claims, subscriptions, refunds, premium offers, data privacy and security, and tax obligations.

6.2 No Guarantees of Results. Every business is different. Consultant does not promise, guarantee, or warrant any particular results, income, or sales for Client. Client understands that Consultant may provide access to strategies, tools, frameworks, or other materials, but Consultant does not guarantee that such materials will be applicable to Client’s specific circumstances or that Client will recoup its investment.

6.3 No Professional Advice. Unless expressly stated in writing, Consultant does not provide tax, accounting, financial, legal, or investment advice. Client should consult its own accountant, attorney, financial advisor, or other professional as appropriate.

Testimonials, Publicity, and Submissions

7.1 Testimonials and Reviews. If Client or its personnel provide testimonials, reviews, or feedback regarding the Services (“Testimonials”), Consultant may use such Testimonials, in whole or in part, together with the name, title, and city/state/country of the person providing the Testimonial, in any media, for any lawful marketing or business purpose, subject to applicable law.

7.2 Submissions. Any comments, ideas, suggestions, or other feedback that Client or its personnel provide regarding Consultant or the Services (“Submissions”) may be used by Consultant without restriction. Client grants Consultant a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, distribute, and create derivative works of any Submissions for any lawful purpose.

Warranties; Disclaimers

8.1 Consultant Warranty. Consultant will perform the Services in a professional and workmanlike manner consistent with industry standards for similar services.

8.2 Client Warranties. Client represents and warrants that: (a) it has all necessary rights, licenses, and consents to provide Client Materials to Consultant and to permit Consultant to use them as contemplated by this Agreement; and (b) Client’s business and use of the Services comply with all applicable laws, regulations, and industry standards.

8.3 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES, ANY CONSULTANT IP, AND ANY OTHER MATERIALS PROVIDED BY CONSULTANT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY PARTICULAR RESULTS WILL BE ACHIEVED.

Limitation of Liability

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CONSULTANT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, SAVINGS, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE LESSER OF (A) USD $1,000, OR (B) THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Basis. The limitations in this Section 9 are a fundamental basis of the bargain and shall apply even if any remedy fails of its essential purpose.

Termination

10.1 Termination for Convenience. Either Party may terminate in accordance with program cancellation terms.

10.2 Termination for Cause. Either Party may terminate upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within a reasonable period after receiving written notice describing the breach.

10.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) Client will promptly pay all outstanding Fees; (b) all licenses granted to Client hereunder will terminate, except as expressly stated to survive; and (c) each Party will, upon request, return or destroy the other Party’s Confidential Information, subject to customary archival rights and legal retention obligations.

10.4 Survival. Sections 2.4, 3, 4, 5, 6, 7, 8, 9, 10.3, 10.4, 11, 12, 13, 14, 15, and 16 survive termination.

Dispute Resolution; Binding Arbitration; Class Action Waiver

11.1 Arbitration Agreement. To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved exclusively by final and binding arbitration administered by JAMS in accordance with its applicable rules then in effect.

11.2 Seat and Venue. The seat and venue of arbitration shall be Phoenix, Arizona, and the arbitration shall be conducted in the English language.

11.3 Arbitrator. The arbitration shall be conducted by a single arbitrator. The arbitrator shall have authority to award remedies otherwise available in court, but only on an individual basis.

11.4 Class Action Waiver. EACH PARTY AGREES THAT ANY ARBITRATION OR COURT ACTION SHALL BE CONDUCTED ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

11.5 Court Remedies; Equitable Relief. Consultant may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

Governing Law and Venue

12.1 Governing Law. This Agreement is governed by the laws of the State of Arizona.

12.2 Residual Court Jurisdiction. Any Dispute determined not to be subject to arbitration shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

Indemnification

13.1 Client Indemnity. Client will defend, indemnify, and hold harmless Consultant and its officers, directors, employees, contractors, and affiliates from and against claims arising out of or related to: (a) Client’s use or misuse of the Services; (b) Client Materials; (c) Client’s breach of this Agreement; or (d) Client’s violation of law or third-party rights.

Force Majeure

14.1 Force Majeure Events. Consultant will not be liable for delay or failure to perform due to events beyond its reasonable control.

Assignment; No Waiver

15.1 Assignment. Client may not assign this Agreement without Consultant’s prior written consent. Consultant may assign this Agreement without Client’s consent.

15.2 No Waiver. No failure or delay in exercising any right under this Agreement will operate as a waiver.

Miscellaneous

16.1 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

16.2 Entire Agreement; Order of Precedence. This Agreement, together with all SOWs and exhibits, constitutes the entire agreement between the Parties.

16.3 Amendments. Any amendment must be in writing.

16.4 Electronic Acceptance. By clicking “I Agree,” purchasing, enrolling, or accessing the Services, Client acknowledges and agrees that such electronic acceptance constitutes a legally binding agreement equivalent to a signed written contract.

HYPE PHARM

EXHIBIT A: Scope of Services – 1% Club Membership

Services Overview
Consultant will provide Client with access to a structured group coaching program known as the 1% Club, designed for entrepreneurs and operators seeking strategic guidance, accountability, and peer collaboration.

Included Services & Deliverables

Group Coaching Calls
One live group coaching session per month (virtual and/or in-person as scheduled by Consultant)
Sessions may include strategic teaching, live Q&A, hot seats, and case studies
Call dates, times, and formats are determined solely by Consultant

Educational Content & Frameworks
Access to proprietary Consultant IP including frameworks, playbooks, worksheets, templates, and recordings
Content may be delivered live, recorded, written, or via digital platforms

Community Access
Access to a private members-only community
Peer discussion, collaboration, and accountability facilitated but not moderated full-time by Consultant

Live Events
Access to select in-person or virtual events hosted by Consultant during the term
Travel, lodging, meals, and related expenses are not included unless expressly stated in writing

General Business Topics Covered
Topics may include, but are not limited to:
Business strategy and growth planning
Leadership, delegation, and team structure
Marketing, sales, and customer acquisition
Systems, processes, and operational efficiency
Financial literacy, KPIs, and scorecards
Mindset, performance, and decision-making

Exclusions & Limitations
No 1:1 consulting, document review, or customized deliverables are included
Consultant is not responsible for implementation, execution, or outcomes
Access is for Client only and may not be shared or transferred

HYPE PHARM

EXHIBIT B: Fee Structure – 1% Club 2026

Monthly Membership Fee: $499 per month
Initiation / Registration Fee (if applicable): $999 (non-refundable) for 9-week Course
Fees are billed in advance and recur monthly unless otherwise stated
Membership is non-transferable and non-refundable
​Missed sessions do not result in credits or refunds

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