Terms & Conditions
Membership Terms and Conditions
As Incorporated into the Membership Form
Last Updated: May 26, 2026
These Membership Terms and Conditions (the “Membership Terms and Conditions”) as incorporated by reference in the Membership Form (the “Membership Form”), sets forth the agreement between Legacy Lyfe Longevity Institute, LLC (“Legacy”) and you (the “Member”) with respect to Member’s participation in the Program, as defined in the Membership Form. By executing the Membership Form and enrolling in the Program, you agree to be bound by these Terms and Conditions. Legacy and Member are sometimes referred to herein individually as a “Party,” and collectively the “Parties.” All capitalized terms used herein and not otherwise defined shall have the same meanings provided to such capitalized terms in the Membership Form.
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Complimentary Program Membership. Participation in the Program is complimentary for each qualifying Member. Following execution of the Membership Form, and all ancillary documents thereto, the Member shall begin receiving the Program Benefits. The Member is not to be charged any initial or recurring membership, joining, or subscription fees to maintain active enrollment in the Program.
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Member Cooperation. To effectively deliver the complimentary Program Benefits to Member, the Member shall provide Legacy with all reasonably requested information, access, and cooperation (collectively, “Member Cooperation”). If the Member does not provide sufficient Member Cooperation and renders Legacy unable to provide any or all of the Program Benefits, the Member shall be promptly notified and Legacy shall be excused from providing any Program Benefits it reasonably believes it cannot until the Member satisfies the required Member Cooperation.
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Product Order Fees. The Member shall pay applicable fees, costs, and charges arising out of any and all product orders placed under the Program, as outlined in the Distribution Services Terms, located at www.llyfelongevity.com/distribution-service-terms (the “Distribution Terms”).
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The Member acknowledges and agrees that the only fees, costs, and charges assessed to the Member under the Program shall be for: (i) the direct cost of products ordered through the Program by the Member; and (ii) the administrative and support services provided by Legacy in processing such product orders. All charges will be clearly itemized and presented to the Member prior to finalization of any product order.
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In the event that the Member fails to pay any amounts when required hereunder or by the Distribution Terms, Legacy may, in its sole discretion, (i) suspend the provision of all Program Benefits to the Member until full payment of fees, costs, and charges are provided to Legacy, (ii) pursue collection of the delinquent amounts through appropriate legal channels, or (iii) terminate the Membership Form with Member. The Member shall be liable for all costs of collection (including reasonable attorney’s fees) incurred by Legacy in connection with pursuing collection of any delinquent amounts payable hereunder.
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Payment Authorization. The Member hereby authorizes Legacy to draft via electronic funds transfer all fees, costs, and charges contemplated herein, and in the Distribution Terms, from the account or credit card identified by Member for payment (the “Payment Method”), as detailed in the Credit Card Authorization Form to be filled out by the Member. Upon request to Legacy, Legacy shall provide Member with an itemized list of charges incurred by Member in connection with the Membership Form.
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Storage of Payment Method. Pursuant to the Credit Card Authorization Form, the Member further authorizes Legacy, including any third-party payment processing companies, to store the Payment Method provided by Member for payment of any and all fees, costs, and charges incurred by Member, as contemplated herein and the Distribution Terms. This consent to store the Payment Method shall not expire unless expressly revoked by Member; provided that any such revocation shall not excuse Member of its obligation to pay all amounts when due.
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Term and Termination. The term of the Membership Form shall commence on the Effective Date and end upon termination of the Membership Form (the “Term”). Either Party hereto may terminate the Membership Form, at any time, according to the following:
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Termination by Member. The Member may terminate the Membership Form according to the following:
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Convenience. The Member may immediately terminate the Membership Form at any time during the Term for convenience, provided that, in such event, the Member shall not be entitled to a refund of any and all fees, costs, and charges, as contemplated herein and the Distribution Terms, incurred by Member and paid in advance.
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Material Breach. In the event that Legacy commits a material breach that goes uncured for thirty (30) days after the Member provides Legacy with written notice of such breach, then the Member may terminate the Membership Form immediately and shall be entitled to a refund of any and all fees, costs, and charges, as contemplated herein and the Distribution Terms, incurred by Member and paid in advance.
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Termination by Legacy. Legacy may terminate the Membership Form according to the following:
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Convenience. Legacy may immediately terminate the Membership Form at any time during the Term for convenience, provided that, in such event, the Member shall be entitled to a refund of any and all fees, costs, and charges, as contemplated herein and the Distribution Terms, incurred by Member and paid in advance.
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Material Breach. In the event that the Member commits a material breach of any covenant, warranty, or obligation set forth herein, then Legacy may terminate the Membership Form immediately and the Member shall not be entitled to a refund of any and all fees, costs, and charges, as contemplated herein and the Distribution Terms, incurred by Member and paid in advance.
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Release of Parties. Upon proper termination of the Membership Form: (i) Legacy shall no longer be obligated to provide Program Benefits to Member; (ii) Member shall be obligated to pay any and all fees, costs, and charges, as contemplated herein and the Distribution Terms, incurred by Member and due and payable through the date of termination, subject to the conditions of this Section 5; and (iii) Legacy shall be obligated to refund to Member any portion of the amounts or charges paid in advance, subject to the conditions of this Section 5. Notwithstanding the foregoing, Sections 3, 4, 5, and 8-12 inclusive shall survive any termination of the Membership Form.
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Condition of Membership. In connection with the execution of the Membership Form, in order to be eligible to receive Program Benefits, Member is required to execute the separate Disclaimer, Waiver, Release and Indemnification Agreement (the “Waiver”) provided by Legacy.
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Legacy as an Independent Contractor. For all purposes under the Membership Form, Legacy and its personnel shall provide Program Benefits as an independent contractor and not as employees of the Member or any patient of the Member. The Member shall have no power or authority to bind Legacy, and Member agrees and acknowledges that Member has no right to and shall exercise no control over the time, manner, methods or means of Legacy’s provision of Program Benefits hereunder. Nothing in the Membership Form shall be construed as creating a partnership, joint venture, agency, master-servant, employment, trust, or any other relationship between Member and Legacy or any of their respective patients, customers, or employees. Nothing contained in the Membership Form is intended to, or will be construed to, restrict Legacy’s right to provide Program Benefits to any other person or entity during the Term.
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Program Benefits Warranty. With respect to Program Benefits provided by Legacy, Legacy warrants that all services will be provided in accordance with prevailing standards in the wellness consulting industry and that all products will be merchantable and free from defects. The Member’s sole and exclusive remedy for a breach of the foregoing warranty shall be that the non-compliant services shall be performed again properly, or the non-compliant products shall be replaced, as applicable. Legacy hereby represents and warrants to Member that Legacy possesses (and will keep in good standing throughout the Term) all applicable licenses, certifications, and accreditations as may be necessary under the law or applicable industry standards to provide Program Benefits. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, LEGACY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES TO BE PROVIDED UNDER THE MEMBERSHIP FORM. ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. ANY CLAIMS ARISING HEREUNDER SHALL BE MADE WITHIN ONE (1) YEAR FROM THE DATE THE ALLEGED DEFECTIVE PRODUCT OR SERVICE WAS PROVIDED, OR SUCH CLAIMS SHALL BE FOREVER BARRED. IN NO EVENT SHALL LEGACY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THE MEMBERSHIP FORM, MEMBER’S PARTICIPATION IN THE PROGRAM, OR MEMBER’S USE OR DISTRIBUTION OF THE PROGRAM’S PRODUCTS AND SERVICES EXCEED THE AMOUNT OF FEES AND CHARGES ACTUALLY PAID BY MEMBER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
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Legacy’s Proprietary Rights; Work Product. The Member acknowledges and agrees that all proprietary rights (including, but not limited to, trade secrets, copyrights, trademarks, service marks, trade names, specifications, data base structures, techniques, product formulations, know-how, methods, procedures and documentation) in or relating to the Program Benefits and the products and services provided or other products and information used by Legacy to provide the Program Benefits and the products and services provided (with the exception of any information or materials provided by Member, which Member shall own), including all additions, improvements and modifications made thereto in the course of Legacy providing Program Benefits (the “Proprietary Information”) are proprietary in nature and belong exclusively to Legacy. The work product and other materials Legacy delivers to Member in connection with the Membership Form is intended only for Member’s internal use and use in connection with Member’s patients. The Member shall retain ownership of the work product and any information specific to Member’s employees or patients, and as such, Member shall have the exclusive right to use, reproduce and adapt it for internal purposes for use within its organization or for its patients as Member deems appropriate. For the sake of clarity, Member shall not use, reproduce, or adapt Legacy’s work product or Proprietary Information for any external purpose (other than for use with Member’s patients), including without limitation, for sale, publication, or distribution. Member covenants and agrees that it shall not, and shall not attempt, to copy, decompile, modify, reverse engineer, or create derivative works out of any Proprietary Information. Member shall be solely liable for, and Member agrees to indemnify and hold harmless Legacy from and against, any and all claims arising out of Member’s use or modification of Proprietary Information in a manner that breaches this Section 9.
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Confidentiality. The Parties acknowledge that during the course of their respective performances under the Membership Form, each Party (a “Receiving Party”) will have access to the Confidential Information of the other Party (a “Disclosing Party”). “Confidential Information” means all non-public, confidential, or Proprietary Information disclosed by a Disclosing Party to the Receiving Party or its representatives or personnel, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential.”
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Use of Confidential Information. The Receiving Party, except as otherwise permitted herein (i) shall hold the Confidential Information in confidence; (ii) shall use the Confidential Information only for the purposes of fulfilling its obligations under the Membership Form (the “Permitted Use”); (iii) shall reproduce the Confidential Information only to the extent necessary for the Permitted Use; (iv) shall restrict disclosure of the Confidential Information to its representatives who (a) require such Confidential Information for the Permitted Use, (b) are informed by the Receiving Party of the confidential nature of the Confidential Information and the obligations of the Membership Form and (c) are bound, by written agreement with the Receiving Party or otherwise, by the obligations relating to confidentiality similar to the provisions set forth in the Membership Form; and (v) shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written approval. The Receiving Party shall be liable for any breach of the Membership Form by its representatives.
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Exclusions from Confidential Information. The foregoing restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information: (i) that at the time of disclosure by the Disclosing Party to the Receiving Party, such information was known to the Receiving Party free of restriction and evidenced by documentation in the Receiving Party’s possession; (ii) that has become generally available to the public without breach of the Membership Form or other wrongful act by the Receiving Party; (iii) that has been rightly received from a third party who is not under any obligation of confidentiality with regard to such information; or (iv) for the purpose of permitting a disclosure, and to the extent disclosed, pursuant to law, judicial order or governmental regulation, so long as the Receiving Party promptly notifies the Disclosing Party prior to such disclosure and provides the Disclosing Party with an opportunity, to the extent practicable, to seek an appropriate protective order.
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Private Health Information. Both Parties acknowledge that in the course of Legacy providing the Program Benefits to the Member, Legacy may have access to data or information concerning any of the Member’s patients, including without limitation, any of their treatments, procedures, medicines, drugs, diagnoses, therapies, surgeries, outcomes, histories, genetics, disclosures or behaviors of any such patient (the “Private Health Information”). In the event Legacy does have access to such information, Legacy shall hold the Private Health Information in strict confidence using commercially reasonable information security practices consistent with industry standards and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Legacy further agrees to comply with all applicable requirements of the HIPAA Privacy, Security, and Breach Notification Rules. Upon termination of the Membership Form, any Private Health Information that may be possessed by Legacy shall be returned to Member or destroyed, if feasible.
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Solicitation. Until the date that is two (2) years after termination of the Membership Form, each Party will not, directly or indirectly, solicit or conspire with, or attempt to solicit or conspire with, any employee, manager, director or advisor of the other Party to terminate that person’s engagement or relationship with such Party, except pursuant to a general solicitation which is not directed specifically to such employee, manager, director or advisor.
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Remedies. In the event of a breach or threatened breach of Sections 9, 10, or 11 hereof by a Party, including by the Party’s officers, directors, employees, agents or subcontractors, the other Party will have no sole adequate remedy in monetary damages and, accordingly, shall be entitled, in addition to any other right and remedies it may have in law or in equity, to seek an injunction against such breach, without the posting of any bond or other security and without the necessity of demonstrating actual damages, to enjoin and restrain the breaching person or entity from any violation or threatened violation of the Membership Form.
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Force Majeure. Notwithstanding the foregoing, a Party's failure to perform any of its obligations under the Membership Form shall be excused if and to the extent (and only for so long as) such failure arises out of causes beyond the reasonable control and without the fault or negligence of the non-performing Party including, but not restricted to, failure of Internet or communication lines, telephone or other interconnect problems, errors, configuration problems or incompatibility of computer hardware or software; voluntary shutdown of the server to address computer viruses or other similar problems; or severe weather, earthquakes, labor disputes, fire, flood, explosion, act of God, terrorist act, war, insurrection, riot, government regulation or act, vandalism, strike, quarantine or failure of transmission or power supply.
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Complete Agreement. This writing contains the entire Membership Terms and Conditions of the Parties with respect to the matters dealt with herein, supersedes all previous agreements between the Parties with respect to the matters dealt with herein, and there are no promises, understandings or agreements of any kind pertaining to the Membership Terms and Conditions other than stated herein.
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Governing Law. These Membership Terms and Conditions shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its rules governing conflicts of law. Any dispute arising out of or relating to the Membership Terms and Conditions, the Membership Form, or Legacy’s provision of Program Benefits hereunder, shall be brought exclusively in a state or federal court of competent jurisdiction located in Allegheny County, Pennsylvania. The Parties further agree to comply with all provisions of law applicable to the Membership Terms and Conditions, the Membership Form, and the Program Benefits to be performed hereunder, and with all applicable rules, regulations orders, and directives of all governmental bodies having jurisdiction.
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No Assignment. Neither Party may voluntarily or involuntarily assign its rights or delegate its duties under these Membership Terms and Conditions to any person without the prior written consent of the other Party, except that Legacy may assign the Membership Terms and Conditions to any affiliate of Legacy or any person or entity which acquires all or substantially all of the assets of Legacy.
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Changes to Membership Terms and Conditions. Legacy reserves the right to update these Membership Terms and Conditions at its sole discretion from time to time, and any such updates shall become effective immediately upon posting. Members will be notified of any updates through direct email communication from Legacy. It is the Member's responsibility to review and become familiar with any updates. The Member's continued participation in the Program and continued use of the Program Benefits after the effective date of any updates shall constitute acceptance of the revised Membership Terms and Conditions.
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Contact Us. If you have any questions or concerns about anything contained within these Membership Terms and Conditions, please contact us at membership@LLyfelongevity.com.
