THIS AGREEMENT is made as of the date purchased between KELLI YATES NUTRITION LLC (“Company”) and CLIENT (“Client”) (collectively as the “Parties”).
The Parties have agreed that Client would like to participate in a group program (“Program”) facilitated by Company, which is more fully described below (the “Deliverables”).
The Parties agree to the following:
Term. This Agreement shall be effective as of the date listed above and shall continue fourteen (14) days after written notice of Termination from either Party OR until completion of the Program outlined below.
Representations and Warranties.The Parties represent and warrant the following:
- Company represents and warrants that:
- Company will provide the Deliverables in a timely, diligent, and professional manner, in accordance with the Agreement and in a manner consistent with industry standards; and,
- 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.
- Client represents and warrants that:
- Client will provide the information needed by Company to perform the Deliverables, as described herein;
- Client will consult with appropriate medical providers for all questions and concerns related to medical advice; and,
- 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.
Changes and Revisions. This Agreement is limited to the Program and Deliverables outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Agreement, Company will provide an estimate.
Compensation and Payment. Client shall pay Company the fees in US dollars as indicated in Exhibit A. Failure to pay may result in temporary or permanent suspension of Deliverables or termination of Client’s participation in the Program.
Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 14 days’ written notice to the other party.
- In the event of termination, Client will pay for all amounts due for the Program. No refunds will be granted for amounts already paid to Company.
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 includes business methods, business policies, business strategies, business plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of the Parties. Confidential information is not limited to a specific medium and can be oral, written or physical in format.
Intellectual Property - Company Materials. All original materials provided by Company to Client are owned by Company. Any original materials 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 sell or distribute is granted or implied.
Disclaimer. As part of the Deliverables, Company will primarily offer support and information to Client. Company has made every effort to ensure that all Deliverables and the Program are accurate and based on current education standards and information.
- Client understands and agrees that there is no guarantee that Client will see positive results using the techniques and materials provided by Company. Company assumes no management responsibility for Client's decisions or practices that Client implements.
- Company makes no guarantee about Client’s future success based on Client’s participation in the Program.
Medical Information. Client understands and agrees that Company may provide dietary, nutrition, wellness, and general healthy living information during the Program. Company will act only as a facilitator of the Program, which will serve to guide and mentor Client. Client understands that Company does not provide:
- Medical assessment or consultation;
- Medical advice or medical treatment;
- Medical nutrition therapy or the practice of dietetics;
- Counseling; or,
- Psychotherapy or psychoanalysis.
- Client understands that Client must seek such services from the appropriate licensed provider with whom they have an established client relationship. Client understands 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.
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 doing this at Client’s risk. Client is participating in 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.
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.
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.”
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.
Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.
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.
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.
- 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.
- 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.
- 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.
- 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.
- 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.
- No refunds are available.
GROUP PROGRAM PARTICIPANT AGREEMENT
Company is hosting the Program, of which Client is a member. The following are Client's rights and responsibilities as a participant of the Program ("Program Participant"). Client understands that the Program is hosted in a group format and there will be multiple Program Participants in addition to Client.
Any violations of this Group Program Participation Agreement may result in immediate dismissal from the Program. In the event that a Program Participant is dismissed for a violation, Company will terminate the Agreement and no refund will be due to Client.
Confidentiality.All Program Participants agree to keep information shared by other Program Participants confidential, as long as such information was shared as in a forum hosted by Company as part of the Program. Program Participants are prohibited from sharing content, such as screenshots, with any third parties. Failure to abide by this policy will be deemed a violation of the Agreement.
- Client will not hold Company liable for any disclosure of Client’s confidential information made by another Program Participant.
Disclaimer. There is no guarantee that Client will see positive results using the information and materials provided within the Program. No other Program Participants assumes any responsibility for Client's decisions or for practices that Client implements.
From time to time, Program Participants may hold professional degrees or licenses. Any advice provided in the Program should not replace the advice that you receive from professionals with whom you have established a client relationship.