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THIS Wellness COACHING AGREEMENT (“Agreement”) is entered into by Unfiltered Nourishment, LLC, an Iowa Limited Liability Company. Unfiltered Nourishment, LLC will enter into this Agreement with the sole intent and purpose of providing coaching and training service to you (Client) in Embodied Detox (Program). Kelli Hanson (Kelli) will provide Client with online coaching, nutrition, and fitness training services. Client agrees to the following: A. Client desires to receive coaching, nutrition advice, cognitive behavioral change strategies, fitness training services, and knowledge from Kelli in her capacity as a Registered Dietitian and health coach as a result of Kelli’s industry knowledge, training, experience. B. Client recognizes participation may contain certain inherent risks. Client will take full responsibility for their life and well-being and all decisions made before, during and after the Program. Client understands that the information provided at or in conjunction with dietary recommendations, educational materials and/or supplement advice is not intended to be a substitute for diagnosis or treatment that can be provided by a physician or medical doctor. C. Client agrees to disclose to Kelli in advance any known or suspected food allergies or sensitivities, any physical limitations that may impact breathing or movement, or any other health or mental condition that may affect or be affected during coaching. D. Client understands that coaching may also include recommendations in regards to bringing balance to the physical, emotional, mental and spiritual components of his/her being. These recommendations may include but are not limited to, stress reduction techniques, sleep hygiene, corrective stretching and strengthening exercises, range of motion exercises, resistance training, postural exercises, and cardiovascular exercise. I understand that adopting any of these recommendations is voluntary and by choice. E. Client understands any information that is obtained from my medical history, fitness level, and coaching sessions will be treated as privileged and confidential and will not be released or revealed to any person other than his/her healthcare providers without expressed written consent. Under no circumstances or conditions will Client hold Kelli liable for any physical or mental injuries that they receive while following Kelli’s protocols, advice, counsel or recommendations.
ARTICLE 1. SERVICES PROVIDED AND TERMS OF SERVICE
The following are services provided by Kelli to Client in exchange for the payment and compensation listed below.
1.1 Nutrition and Wellness Coaching. Kelli will create, design and forward to Client a comprehensive diet, nutrition and lifestyle change protocol for Client to follow. The purpose of this protocol is to tailor the specific needs of Client in helping Client reach health goals. It is incumbent on the Client to follow the details, recommendations, instructions, and protocols Kelli creates for Client in order for Client to maximize its benefits. Results are in no way, shape or form to be guaranteed or warranted, as more fully explained infra.
ARTICLE 2. CLIENT REPRESENTATIONS
2.1 Use of Photos and Testimonials. Clients hereby warrant and allows for Kelli to utilize the Client’s likeness and image, including Client’s photographs, progress photos, emails, text messages, social media postings, communications between Kelli and Client, and testimonials. The purpose of this provision is to further Unfiltered Nourishment, LLC’s goodwill, promotion, marketing and client procurement.
2.2 Waiver of Liability. Client hereby irrevocable warrants that it will waive its right, the right of its heirs, assigns, estate or representatives for filling any and all claims for liability, whether in contract or tort, in law or in equity, against Unfiltered Nourishment, LLC and Kelli as a result of their engaging in this Agreement and the training and coaching program, and any and all injuries that Client may or may not endure or receive as a result of following Kelli’s protocols, diet, nutrition, and instructions.
2.3 Testimonial Professionalism and Restraint from Negativity. Client hereby agrees to always maintain the highest levels of professionalism when posting photos and messages to their social media postings. This includes the directive that Client will not post any derogatory, negative, or discriminatory language or opinions that would in any way be deemed to be harassing, unkind, or bullying to another party. Client is also to refrain from using profanatory and negative language on their social media postings.
ARTICLE 3. PAYMENT AND COMPENSATION
3.1 In consideration of Kelli to execute this Agreement, the client will pay the amount listed on the invoice for the Program. Kelli is not required and will not give any refunds to the client after payment has been made. The client fully understands by signing this document that any funds paid are non-refundable. Kelli will commence work, training, and coaching once good available funds are tendered and in the possession and control of Unfiltered Nourishment, LLC.
3.2 The Client understands that unless otherwise specified on the order, payment of the purchase price shall be due on the date of purchase. The appropriate payment amount will be reflected on payout. The Client will be liable for all the payments regardless of whether the Client continues the Program or not.
3.3 If the Client elects to pay in monthly installments, the Client authorizes Unfiltered Nourishment, LLC to charge your credit card and/or account monthly for the duration of the agreed upon payment plan. The Client is responsible to ensure payments are made on time. The Client understands that any delay in payments may result in Unfiltered Nourishment engaging in Debt Recovery Mercantile Agency or a Solicitor in order to recover the outstanding amount due and all applicable collection costs.
ARTICLE 4 PROPRIETARY PROPERTY AND WAIVER OF CLAIMS
4.1 Client’s Use of the Proprietary Property. Client may use the Proprietary Property only in accordance with standards and specifications set forth in this Agreement to pursue Client’s fitness goals, so long as they do not violate this Agreement. Without limiting the foregoing, both during and after the terms of this Agreement. Client must use the Proprietary Property only in connection with the terms set forth in this Agreement and other authorized use in accordance with specific written direction from Kelli.
4.2 Infringement by Client. Client is in no way, shape, or form, allowed to give away, share, dissimilate, exhibit, post, transfer, illustrate or discuss any confidential material exchanged between the Parties.
4.3 Ownership. Except as expressly granted in this Agreement, Client has no ownership or other rights in the Proprietary Property. Unfiltered Nourishment, LLC and Kelli are the owners of the Proprietary Property.
5.4 Waiver of Claims. At any point, Client hereby agreed to irrevocably and unequivocally waive any and rights, whether in law or in equity, to file any claims, sue, demand or file any and all lawsuits, compel mediation or arbitration with Kelli and Unfiltered Nourishment, LLC by virtue of this Agreement.
ARTICLE 6 WAIVER OF LIABILITY AND GENERAL PROVISIONS
6.1 Waiver of Liability. Client agrees to irrevocably hold Kelli and Unfiltered Nourishment, LLC, and their affiliates, designees, brokers, agents, and their respective officers, directors, representatives, employees, agents, independent contractors, family members, attorneys, and heirs harmless for any and all losses, whether in tort or contract, or any other statutory or common laws, liabilities, claims, demands, whether in law or equity, that may exist as of the Agreement Date relating to this Agreement or any other agreement including any and all claims, whether presently known or unknown, suspected or unsuspected, arising under this Agreement, or other laws of the United State, any state or locality.
6.2 Binding Effect. All of the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit or, and are enforceable by the parties and their respective personal representatives, legal representatives, heirs, successors and permitted assigns.
6.3 Notices. All notices, requests, demands, approvals, consents and other communications required or permitted under this Agreement must be in writing and must be (as elected by the person giving such notice) hand delivered by messenger or courier services, mailed by registered or certified mail (postage prepaid), return receipt requested, or sent by facsimile or email (provided the sender confirms the facsimile or email be delivering an original confirmation copy by mail or expedited delivery service.
6.4 Jurisdiction and Venue. Each of the parties irrevocably and unconditionally:
a. Agree that any suit, action or legal proceeding arising out of or relating to this Agreement, or the relationship of the parties arising therefrom or from entering into this Agreement, must be brought only in Des Moines, Iowa.
b. Waive any objections that he, she or it may have to the laying of venue of any such suit, action, or proceeding in any of such courts; and
c. Agree that service of any court paper may be affected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in the state of Iowa.
6.5 Interpretation. Each of the Parties has been or has had the opportunity to have been represented by their own counsel throughout the negotiations, as well as at the execution of this Agreement and all the other documents executed incidental to this Agreement. Therefore, while this Agreement is effective as well as after its expiration or sooner termination, none of the parties may claim or assert that any provision of this Agreement or of the other documents should be construed against the drafter thereof.
6.6 Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, may by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodies in this Agreement, its Exhibits, or any other agreement related to this Agreement and expressly references herein is of any force and effect.
ARTICLE 7 WAIVER OF LIABILITY AND GENERAL PROVISIONS
7.1 Termination. The Client further understands that Unfiltered Nourishment, LLC retains the right to and may limit, suspend, or terminate the Client’s access to Embodied Detox and other digital products sold in connection with UnfilteredNourishment.com and associated with the Unfiltered Nourishment App and group calls without refund if the Client (i) is found to harass other student of Unfiltered Nourishment, LLC or harass Unfiltered Nourishment, (ii) becomes difficult or disruptive to work with, (iii) fails to follow program guidelines, (iv) participates in copyright infringement of any intellectual property produced or developed by Unfiltered Nourishment, (v) is speaking negatively about Unfiltered Nourishment in public forums without prior consultation, (vi) is monopolizing sessions, is unable to share time or is not considerate of fellow colleagues. The Client accepts Kelli will provide one formal warning prior to termination. The Client understands that any money owing to Unfiltered Nourishment at the time of Termination will become due effective date of termination.
