Client Services Agreement

1. Maternity and Gynecologic Health Education and Navigation Services

The Consultant agrees to provide maternity and gynecologic health education and navigation, birth preparation, and postpartum planning services as further described in this Agreement and in Exhibit A (the "Services"). The scope and structure of Services selected by the Client are set forth in Exhibit A.

The Services are educational and navigational in nature and are designed to support the Client in preparing for and navigating maternity, reproductive, and gynecologic health experiences and care transitions. The Services are not clinical care and do not constitute the practice of medicine or midwifery. The Services do not create a provider-patient or clinician-client relationship for purposes of clinical care. Nothing provided through the Services constitutes medical advice, clinical diagnosis, or medical treatment.

Although the Consultant holds professional healthcare credentials, including licensure as a Certified Nurse Midwife (CNM) and Women's Health Nurse Practitioner (WHNP), those credentials reflect the Consultant's clinical background and training and do not alter the non-clinical nature of the Services provided under this Agreement. The Consultant does not diagnose medical conditions, prescribe medications, provide clinical assessments, or manage obstetric or gynecologic care through these Services.

The Client is encouraged to maintain or seek care from an appropriate licensed healthcare provider for their individual healthcare needs throughout the term of this Agreement. The Services are intended to complement, not replace, the Client's relationship with their healthcare team.

Compass Maternal reserves the right to decline to provide Services or to discontinue Services at any time if Compass Maternal determines, in its reasonable discretion, that the requested Services are outside the scope of its consulting services, are not an appropriate fit, cannot be provided effectively, or for any other lawful reason. If Services are discontinued, Compass Maternal will refund any prepaid fees for Services not yet provided, if applicable.

2. Client Obligations

This relationship involves a collaborative process. In order for it to be successful, the Client acknowledges and agrees to the following:

1. The Client is solely responsible for all decisions, actions, and outcomes related to their physical, mental, and emotional well-being, including how they choose to apply any information or guidance provided through the Services. The Client agrees that the Consultant is not liable for any actions or inactions taken by the Client, nor for any direct or indirect outcomes resulting from the Services.
2. The Client understands that to make the most of this professional relationship, they must communicate honestly, remain open to feedback and support, and commit the necessary time and energy to fully engage in the program.
3. The Client agrees to disclose information relevant to the Services, including health history, reproductive or gynecologic health information, birth preferences, care team relationships, and other circumstances that may affect the Services, to the extent the Client is comfortable doing so.
4. The Client agrees to seek care from an appropriate licensed healthcare provider for medical questions, urgent concerns, and clinical decisions, and understands that the Services are not a substitute for such care.
5. The Client agrees to provide accurate and complete information throughout the engagement. Any decisions made to implement information, guidance, or resources provided through the Services are solely at the Client's discretion and risk.

3. Confidentiality and Use of Information

The Consultant may collect personal, health-related, reproductive, gynecologic, and maternity-related information to support the delivery of Services, including information related to pregnancy, gynecologic or reproductive health, birth preferences, postpartum goals, family circumstances, and other matters relevant to the Services.

The Services provided under this Agreement are not provided as healthcare services for purposes of the Health Insurance Portability and Accountability Act ("HIPAA") unless expressly stated otherwise. Regardless, all personal and health-related information shared by the Client will be treated as confidential and used solely for the purpose of delivering the Services. Information will not be disclosed to third parties except as required by law, to facilitate services with third-party vendors at the Client's direction, or with the Client's written consent.

The Consultant may use third-party technology platforms and service providers to support the delivery of Services, including scheduling, video conferencing, client communication, documentation, and administrative functions. These vendors may store or process personal or health-related information on behalf of the Consultant and are selected based on their privacy and security practices. Use of the Services is also subject to the Compass Maternal Privacy Policy and, where applicable, the Compass Maternal Consumer Health Data Privacy Notice, available on the Compass Maternal website (www.compassmaternal.com).

4. Virtual Consultations

Client understands and agrees that Services are provided remotely using video conferencing, telephone, or other electronic communication methods selected by Compass Maternal. Client acknowledges that electronic communications may occasionally be interrupted or affected by technical difficulties. If a technical issue substantially interferes with a scheduled consultation, the Parties will make reasonable efforts to reconnect or reschedule the session.

Client is responsible for participating from a location that affords an appropriate degree of privacy and for maintaining access to the technology necessary to participate in virtual consultations.

Client understands that Compass Maternal does not provide emergency or urgent medical services and does not monitor communications for urgent or emergency situations. If Client experiences a medical or mental health emergency, or has concerns requiring immediate medical attention, Client should immediately contact their healthcare provider or call 911 (or their local emergency services) or go to the nearest emergency department, as appropriate.

5. Fees and Scheduling

A. Fees

Fees for Services are set forth in Exhibit A to this Agreement. Compass Maternal offers service packages tailored to individual Client needs. Clients may select the package most appropriate to their goals and preferences.

B. Payment

Payment in full is due at the time Services are booked unless otherwise agreed in writing. Except as expressly provided in this Agreement, all fees paid are non-refundable.

C. HSA/FSA Accounts

Clients may choose to use HSA or FSA accounts to pay for Services; however, Compass Maternal does not determine, represent, or guarantee that any Services qualify as eligible medical expenses under IRS rules. HSA/FSA eligibility is determined independently by the Client's plan administrator and applicable tax laws. All Services provided by Compass Maternal are educational and navigational in nature and are not intended to constitute medical care, diagnosis, or treatment. Clients are solely responsible for determining whether any expenses may be eligible for reimbursement or tax-advantaged treatment.

D. Scheduling and Cancellation

Sessions will be scheduled at mutually agreed-upon dates and times. The Consultant requests at least twenty-four (24) hours' notice if the Client needs to reschedule a session. Sessions cancelled with less than twenty-four (24) hours' notice, or missed without notice, may be deemed forfeited and will not be refunded or rescheduled, unless the Consultant determines otherwise in the Consultant's sole discretion.

6. Assumption of Risk and Release of Liability

Client acknowledges and agrees to the following:

1. The purpose of the Services is to provide educational support, information, and navigational guidance related to maternity and gynecologic health. Compass Maternal LLC and its Consultants do not diagnose, treat, or cure medical conditions and are not providing clinical care through these Services.
2. If any signs of a possible health condition arise during the course of the Services, Client understands that such information does not constitute a medical diagnosis and is encouraged to consult with a licensed healthcare provider for appropriate evaluation and care.
3. If the Client requests guidance related to an existing condition, it is the Client's responsibility to fully disclose all relevant details. Client agrees not to discontinue or alter any prescribed treatment without consulting the prescribing provider.
4. Client affirms that all information provided is truthful and complete. Any decisions made to implement information or guidance provided through the Services are solely at the Client's discretion and risk.
5. Compass Maternal LLC and its Consultants assume no responsibility for the Client's health outcomes. Client releases Compass Maternal LLC, its Consultants, staff, and affiliates from all liability for any harm, injury, or loss that may occur in connection with participation in the Services, including claims of negligence, to the fullest extent permitted by applicable law.
6. Client understands that participation in the Services is voluntary and that ultimate responsibility for their health lies with the Client. Compass Maternal LLC reserves the right to refer the Client to another consultant or healthcare provider if the Client's needs fall outside the scope of Services offered.

7. Disclaimer

Compass Maternal LLC provides maternity and gynecologic health education and navigation, birth preparation, and postpartum planning services. Services are provided in a non-clinical, educational capacity and are not intended to diagnose, treat, cure, or prevent any disease or medical condition.

Although the Consultant holds licensure as a Certified Nurse Midwife (CNM) and Women's Health Nurse Practitioner (WHNP), those credentials reflect the Consultant's clinical background and experience. Services provided through Compass Maternal are not provided in the capacity of a clinical midwife, nurse practitioner, or any other licensed healthcare provider, and do not constitute the practice of midwifery, nursing, or medicine.

Any information provided through the Services is for educational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. Clients should consult with their licensed healthcare provider before making any changes to their health regimen, care plan, or clinical decisions.

Compass Maternal does not guarantee any particular outcome from the Services, including obtaining appointments, insurance coverage, preferred providers, desired birth experiences, or particular healthcare outcomes.

8. Intellectual Property

All intellectual property rights in materials provided through the Services — including written guides, educational content, templates, worksheets, program materials, and branding — are owned by Compass Maternal LLC. The Consultant grants the Client a limited, non-exclusive, personal license to use such materials for personal, non-commercial purposes only. This license is subject to revocation at the Consultant's discretion. The Client may not share, reproduce, distribute, or publish the Consultant's materials or confidential information without prior written consent.

9. Term and Termination

A. Term

This Agreement shall commence as of the Effective Date and shall continue until the completion of the Services selected in Exhibit A, or for one (1) year, whichever occurs first, unless sooner terminated as provided below.

B. Default

Either Party may terminate this Agreement for a material breach, effective upon sending written notice to the other Party (the "Defaulting Party"). Where the material breach is capable of cure, the Defaulting Party shall have ten (10) days after receipt of notice to cure such breach to the reasonable satisfaction of the other Party.

C. Early Termination by Consultant

The Consultant may terminate this Agreement before the end of the Term upon written notice if (a) the Client fails to pay any fees when due, or (b) the Consultant, in its sole discretion, determines that the relationship will not lead to a positive outcome for the Client. In such event, the Consultant shall refund to the Client a pro rata portion of any prepaid fees corresponding to an unused session or portion of an unused session. Sessions already completed or forfeited under the Cancellation Policy shall not be refundable.

D. Early Termination by Client

The Client may terminate this Agreement prior to expiration of the Term by providing written notice to the Consultant. Upon such termination, the Client shall not be entitled to a refund of fees paid, except as expressly provided in Exhibit A or as required by applicable law.

10. Compliance with Laws

Each Party agrees to comply with all applicable federal, state, and local laws, regulations, ordinances, and codes in connection with the performance of its obligations under this Agreement.

11. Force Majeure.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, severe weather, pandemics, epidemics, war, terrorism, civil unrest, government actions, travel restrictions, labor disputes, interruptions in internet or telecommunications services, power outages, or other events beyond the affected Party's reasonable control. The affected Party shall use reasonable efforts to resume performance as soon as practicable and, where feasible, the Parties will cooperate in rescheduling affected Services.

12. Entire Agreement

This Agreement, together with Exhibit A and any other related agreements accepted or entered into by the Parties, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be binding unless made in writing and agreed to by both Parties.

13. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

14. Amendments

No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and agreed to by both Parties.

15. Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

16. Dispute Resolution.

The Parties agree to use good faith efforts to resolve any dispute arising out of or relating to this Agreement through informal discussions. If the dispute cannot be resolved informally, the Parties agree to participate in non-binding mediation before commencing any lawsuit or other legal proceeding. Unless the Parties agree otherwise, the mediation shall be conducted by videoconference before a mutually agreed mediator. Each Party shall bear its own attorneys' fees and costs associated with the mediation and shall share the mediator's fees equally, unless otherwise agreed or required by applicable law.

17. Choice of Law

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of law principles.

18. Waiver of Jury Trial

Each Party acknowledges that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

19. Electronic Acceptance

The Client accepts and agrees to be bound by this Agreement by affirmatively indicating acceptance during the electronic booking process, including by checking the required box stating that the Client has read and agrees to the Compass Maternal Client Services Agreement. The Client will be provided an opportunity to review this Agreement before completing the booking. The Client's electronic acceptance constitutes the Client's agreement to the terms of this Agreement and shall have the same force and effect as acceptance by handwritten or electronic signature. Compass Maternal's provision of the Services following the Client's acceptance constitutes Compass Maternal's acceptance of this Agreement.

EXHIBIT A
PACKAGES AND FEES

This Exhibit A is incorporated into and forms part of the Compass Maternal LLC Client Services Agreement (the “Agreement”). Capitalized terms not defined in this Exhibit A have the meanings given to them in the Agreement.

The specific Service or package selected by the Client, together with the applicable fee, will be identified in the Client’s booking confirmation.

COMPASS CLARITY — INITIAL CONSULTATION

60-Minute Video Consultation — $195

Includes:

• One 60-minute individual video consultation
• Discussion of relevant Core Discussion Topics based on the Client’s questions, needs, and priorities
• Written consultation summary and relevant resources

30-Minute Phone Consultation — $125

Includes:

• One 30-minute individual phone consultation
• Discussion of relevant Core Discussion Topics based on the Client’s questions, needs, and priorities
• Written consultation summary and relevant resources

COMPASS STRATEGY — $575

Includes:

• One 60-minute initial consultation
• Discussion of relevant Core Discussion Topics based on the Client’s questions, needs, and priorities
• Up to 60 minutes of individualized research performed between consultations
• One 45-minute follow-up consultation
• Written summaries and relevant resources

COMPASS NAVIGATOR — $975

Includes:

• Everything included in Compass Strategy
• Expanded individualized research
• Two 45-minute follow-up consultations
• Written summaries and relevant resources

ADDITIONAL OR CUSTOM SERVICES

Additional consultations, custom consulting, or other Services not included in the Client’s selected package may be provided only if separately agreed upon by Compass Maternal and the Client, including the applicable scope and fee.

All Services described in this Exhibit A are subject to the terms of the Client Services Agreement, including its payment, scheduling, cancellation, termination, and refund provisions.