Terms of Use

1. Term. This Agreement shall be effective as of the date of purchase and shall continue until completion of the Program outlined in Exhibit A.

2. Representations and Warranties.

(a) Company represents and warrants that Company has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Deliverables, and grant the rights granted herein. Company has no other agreements with any other party that would conflict with this Agreement.

(b) Client represents and warrants that:

(i) Client will provide the information needed by Company to perform the Deliverables, as described herein;

(ii) Client will consult with appropriate medical providers for all questions and concerns related to medical advice; and,

(iii) Client has the full and unrestricted right, power, and authority to enter into this Agreement and grant the rights granted herein. Client has no other agreements with any other party that would conflict with this Agreement.

3. Changes and Revisions. This Agreement is limited to the Deliverables outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Deliverables, Company will provide an estimate.

4. Compensation and Payment. Client shall pay Company in US Dollars in accordance with the amounts listed in Exhibit A. In the event that Company incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Company for all such expenses.

Client shall not be liable to Company for expenses paid or incurred by Company, except for those fees that the Parties agree to in writing.

5. Status. The Parties understand and agree that Company is an independent contractor, which may contract with subcontractors for completion of the Deliverables. Neither Company nor Company’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Company. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Company is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.

6. Termination by Company. This Agreement may be terminated, postponed, or delayed, in whole or in part, by Company upon immediate written notice to Client. In the event of a termination, if such termination was not caused by Client’s breach of this Agreement, Company may offer a partial refund of up to 50% of the remaining amount owed by Client.

7. Termination by Client. This Agreement may be terminated by either Client immediately written notice to the other party. The full amount for the Deliverables will be owed to Company in the event of a termination by Client.

8. Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any third party any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. Confidential information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.

9. Intellectual Property - Company Materials. All original materials provided by Company to Client are owned by Company. Any original materials as part of the Program are provided for Client's individual use only. Client is not authorized to use or transfer any of Company’s intellectual property. All intellectual property remains the property of Company. No license to share, sell, or distribute is granted or implied.

10. Disclaimer. During the Program, Company will primarily offer support and information to Client. Company has made every effort to ensure that the Program is accurate and based on current education standards and information. Client understands and agrees that there is no guarantee that Client will see positive results from participating in the Program. Company makes no guarantee about Client’s future success based on Client’s participation in the Program.

11. Medical Treatment. Client understands that Company is owned by a Registered Dietitian; however, Company is not serving as a Registered Dietitian under this Agreement. Rather, Client understands and agrees that Company is facilitating a group program wherein Company will serve as a coach. In this capacity, Company may provide dietary, nutrition, wellness, and general healthy living information during the Program. Company will act only as a mentor or provider of support in its capacity. Client understands that Company does not provide: a) medical assessment or consultation; b) medical advice or medical treatment; c) medical nutrition therapy or the practice of dietetics; d) counseling; or, e) psychotherapy or psychoanalysis.

Client understands that Client must seek such services from the appropriate licensed provider. Client understands and agrees that it is Client’s responsibility to discuss all changes to Client’s diet or potential dietary supplement use with Client’s medical provider prior to making any changes.

12. Waiver. Client understands that all changes to Client’s diet or fitness regimens, including changes to food or use of dietary supplements, carries a risk. Client is participating in the Program at Client’s risk. Client is engaging Company for the Program with full knowledge and acceptance of such risks. Client hereby releases Company from any and all responsibility or liability from injuries or damages to Client’s person resulting from or connected with Client’s participation in the Program.

13. Testimonials. Company reserves the right to take screenshots of content you contribute to the Program for use in Company’s marketing. Company will remove all names or identifying photos prior to posting the content. Company will obtain your authorization prior to posting any content that includes your name or identify.

14. Indemnification. Client shall indemnify, defend, and hold Company harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Company in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Company’s appearance or association with Client, unless such claim arises from Company’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Company hereunder.

15. No Warranty. COMPANY HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICE, IS BEING PROVIDED “AS IS,” WITHOUT ANY TYPE OF WARRANTY WHATSOEVER. IF YOU ARE A CALIFORNIA RESIDENT, BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.”

16. Limitation of Liability. CLIENT AGREES THAT IT HAS USED COMPANY’S SERVICES AT ITS OWN RISK. CLIENT RELEASES COMPANY FROM ANY AND ALL CLAIMS OF DAMAGES THAT MAY RESULT FROM ANY CLAIMS ARISING FROM THIS AGREEMENT, ALL ACTIONS, CAUSES OF ACTION, CONTRACT CLAIMS, SUITS, COSTS, DEMANDS, AND DAMAGES OF WHATEVER NATURE OR KIND IN LAW OR IN EQUITY ARISING FROM THIS AGREEMENT.

17. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.

18. Mediation of Disputes. The Parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation. The Parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

19. Dispute Resolution. If mediation is unsuccessful, all disputes between the parties arising out of or in connection with the Agreement or any breach thereof will be determined and settled by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will not be combined with any other proceeding or arbitration against one of the parties. The place of any such arbitration shall be in or near Hillsborough County, Florida. Each party will designate one arbitrator and the two designated arbitrators will select a third arbitrator to serve as the chair of the arbitration panel. If the two arbitrators cannot agree on the third arbitrator, then the AAA will appoint the third arbitrator. Barring extraordinary circumstances, the arbitrators will issue their decision within 120 days from the date the third arbitrator is selected. The arbitrators may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrators’ decision and award will be in writing and will include a statement setting forth the reasons for the disposition of any claim. A dissenting decision will also be set forth in writing. The award rendered by the arbitrators will be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be governed by and construed in accordance with Florida law without reference to conflict of laws provisions.

20. Assignment. This Agreement shall not be transferred or assigned to any third party, in whole or in part, by Client without the express written consent of Company, which may be withheld in Company’s sole discretion.

21. Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the addresses in the signature block. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.

22. Miscellaneous.

a) If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

b) Any rights or obligations contained herein that by their nature should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.

c) Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

d) The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The Parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the Parties.

e) This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.

EXHIBIT A

DESCRIPTION OF PROGRAM

General Program Overview:

Client is enrolling in the Diet Culture Rebel Food Freedom Group Program. The goal of the program is to assist Client in improving her relationship with food and her body by:

· Challenging Client’s beliefs around food and replacing them with true nutrition information so Client can eat without guilt, shame or anxiety.

· Developing an eating routine utilizing gentle nutrition designed to help Client with restriction, overeating, or binge eating.

· Making peace with food so Client can trust herself anytime, anywhere with all foods.

· Understanding and addressing underlying needs like stress management and coping with emotions that have been covered up with food.

· Improving body image through mindset work.

Timeline:

The Program will last 12 weeks.

To accommodate a variety of time zones, there will be three coaching options to choose from weekly. Group Coaching Sessions are listed below:

Mondays at 6:30 pm EST

Mondays at 8:00 pm EST

Wednesdays at 2:00 pm EST

Compensation:

Client will pay Company $1,200 for the Program, if paid in full. Payment is due upon of execution of this Agreement. If payment is not received in a timely manner, Client may not receive access to the Program.

If Client elects to use a payment plan, the cost is $450 monthly (total $1,350). The initial payment is due upon execution of this Agreement. If the initial payment is not received in a timely manner, Client may not receive access to the Program.

The remaining two payments will be due automatically withdrawn from the card on file on months two and three of group coaching. In the event of a late payment, Company reserves the right to terminate, delay, or postpone Client’s access to the Program.

Coaching Calls:

· Company will meet with the group on a weekly basis during program duration via Zoom. Each call will be up to 60 minutes. Coaching calls will not go beyond 60 minutes.

· If Client is unable to attend a live call, they will be recorded and available for Client to watch at any time during the 12-week Program. No make-up sessions will be allowed if Client misses a session.

· Client can submit questions for the coaching session up to 72 hours prior to the scheduled session. Questions will then be answered by Company during the call. Additional time for questions will be allotted at the end of each session.

· In the event Client submits a question that is outside of the scope of the Deliverables (e.g., seeking medical advice, etc.), Company will give as much general information as possible, but Company will not be able to respond to this type of question. Please see Paragraph 11 of this Agreement for further information.

Self-Paced Modules

For the duration of the Program, Client will receive access to self-paced online modules and a supporting workbook.

It is Client’s responsibility to utilize these tools. Upon completion of the Program, Company will revoke all access to the Program modules and documents.

Facebook Group

For the duration of the Program, Client will receive access to the Program Facebook Group. Client agrees to abide by the Group Program Participation Agreement, attached hereto as Exhibit B.

Refund Policy

No refunds are available.