THIS AGREEMENT is made as of date listed below between Dietitian Heather LLC dba Nourish Functional Health (“Company”) and the undersigned client.

The Parties have agreed that Client would like to participate in a group program (“Program”) facilitated by Company, which is more fully described in Exhibit A (the “Deliverables”). The Parties agree to the following:

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

Representations and Warranties. The Parties represent and warrant the following:

Company represents and warrants that:

Company will provide the Deliverables in a timely 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.

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.

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.

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.

Termination. This Agreement may be terminated, in whole or in part, by the Parties upon 30 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. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.

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 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. Any examples of success stories from past clients are examples of what may happen and Client’s results may vary. Company assumes no management responsibility for Client's decisions or practices that Client implements.

Company makes no guarantee about Client’s outcomes or future success based on Client’s participation in the Program.

Medical Information. Company is owned by a Registered Dietitian; however, Company is not serving as a dietitian for the Program. Company will provide general non-medical nutrition education and information only.

Client understands and agrees that Company may provide dietary, nutrition, and wellness 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:

Nutrition 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. 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.

Testing. As part of the Program, Company offers Client the ability to participate in GI Map testing. Client understands that Company will not offer any individual analysis of Client’s test results. Company will offer education during the Program to aid Client with interpretation of results. Additionally, Company may provide materials, such as handouts or educational modules, with information on common treatments for people with similar results.

Client understands that, before implementing any changes based upon information provided in the Program, Client should seek advice from Client’s medical professional.

Waiver. Client understands that all changes to Client’s diet or fitness regimens, including changes to diet 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.

Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood or other casualty or due to strikes, riot, storms, explosions, acts of God, death of him/herself or a family member, war, terrorism, or a similar occurrence or condition beyond the reasonable control of the Parties, the party so affected shall, upon giving prompt notice to the other party, be excused from such performance during such prevention, restriction or interference, and any failure or delay resulting therefrom shall not be considered a breach of this Agreement.

Non-disparagement. The Parties agree that during the Term or after the Term, the Parties shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Company. The Parties further agree to do nothing that would damage the other’s business reputation or good will; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.

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.

Venue and Jurisdiction. The laws of the State of Texas shall govern this contract, and any resulting arbitration shall take place within Tarrant County, Texas.

Mediation and Arbitration. Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided first by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Tarrant Country, Texas or another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. The prevailing party in the Arbitration shall be entitled to recover from the non-prevailing party all reasonable costs incurred. The Parties agree that the arbitrator will determine the definition of prevailing party for purposes of this clause.


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.

Miscellaneous.

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.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first written above.


Exhibit A
Name of Services: Dr. Heather Finley- gutTogether Program


Timeline:

The Services will continue for 180 days after the execution of this Agreement.

Payment Amount and Schedule:

6 months of gutTogether program

Paid in full: $3500 USD

Payment plan: $3555 (3 payments of 1185)

Payment plan: $3600 (payments of $600)


NOTE: The initial payment is due for the first month, as soon as you sign the contract. Then you will be invoiced for each additional monthly payment each month as signed respectively.


Program:
1- 45 minute comprehensive assessment to determine your current nutrition status, test results, challenges and personal health value

5- Follow up Nutrition Sessions to track progress, symptoms and goals

3- gutTogether group calls per month over the 6 month time span (18 calls total)

Accountability and support in between sessions through Practice Better chat and food/symptom log review

Communication: Company is generally available to provide services during normal business hours. Monday – Friday 9am – 5pm CST, excluding national holidays. Company WILL ONLY answer 1-on-1 communication through Practice Better. Company WILL NOT answer any emails or direct messages on social media from Client.

Company will respond to Client within 72 hours during business hours, including any document reviews. Client agrees and understands that Company may take holidays and vacations off throughout the year. Company will notify Client within 7 days of these time periods and parties will work together to ensure all services are completed and/or scheduled for any time off.


Refund Policy:

No refunds are available.

Referral for 1:1 Nutrition Program

Client is entitled to a referral fee of up to $300 per referral for any referral who subsequently becomes a new client of the 1:1 nutrition program of Company. This referral fee will be paid by Company within 30 days of notice of such referral.