DANIELLE McCLELLAN, RD PLLC
Monthly Video Subscription Agreement
The purpose of this Agreement is to set forth the details of the Parties’ relationship so that each are clear as to respective roles and how communication will take place so that the relationship will be positive, productive, and comfortable.
THEREFORE, Coach and Client agree as follows:
TERMS.
1. During the term of this Agreement, Coach agrees to provide video and educational materials in accordance with the specific services set forth in the Monthly Video Course Membership as outlined in Exhibit A (the “Services”). Unless otherwise agreed between the Parties, Coach’s duties hereunder will primarily be performed by Danielle McClellan.
2. The Services to be provided by Coach to the Client are general coaching and nutritional support videos as designed by the Coach. The Services hereunder may address general dietary concerns or general conditions. Coach may work to develop and, if necessary, periodically adjust the Services to reflect a change in general goals, education, or as needed.
3. If Client is presently under any form of psychiatric care or specialized medical supervision, Client is to inform Coach prior to working together.
VIDEOS. Videos will ordinarily last for the duration and occur at a frequency as determined by Coach or as the Parties agree to under Exhibit A, although some videos may be shorter or longer in length or occur more or less frequently as needed. If Client needs to cancel any Services, Client must provide at least two weeks’ notice, prior to any billing. If Client does not utilize the Services, Coach may still collect the entire amount owed for the Services.
METHODOLOGY. Coach may employ a range of methodologies, including coaching or mentorship, video education, meal planning, dietary counseling, and/or other methods to be determined by Coach. Client agrees to be open minded and partake in methods proposed. Client understands that Coach makes no guarantees as to the outcome of the sessions or package.
PAYMENT.
1. Client will make payment via website or other agreed upon method as outlined in Exhibit A.
2. The fees for the Services shall be as set forth in Exhibit A. Client is responsible for paying in strict accordance with Exhibit A unless prior alternative arrangements have been made. Payment must be made by credit card, or as otherwise explicitly agreed upon in writing. In the event Client fails to timely pay in accordance with this Agreement, Coach reserves the right to use an attorney or collection agency to secure payment. Coach does not accept insurance at this time; thus, Client will be responsible for the entire fee as outlined in Exhibit A.
3. NO REFUNDS WILL BE ISSUED. Should Client decide not to continue with the Services for which the Parties have contracted at any time, full payment shall be due and owed for any Services for which the Parties have entered a written agreement. Should Client not make payments, Coach may pursue legal action.
4. Credit Card Authorization (if applicable for payment plan). Each Party hereto acknowledges that Coach will send an invoice or charge the credit card chosen by the Client on the dates (or in accordance with the schedule set forth) and for the amounts specified in Exhibit A. No sessions will be held until payment is made and if payment due is not paid within ten (10) days of due date, Client forfeits any remaining sessions.
HEALTHCARE DISCLAIMERS
1. Client understands that Danielle McClellan is not providing medical services. Rather, she provides education to enhance knowledge of general health as it relates to foods, dietary supplements, and behaviors associated with eating. While nutritional and dietary support can be an important complement to medical care, Client understands dietary knowledge is not a substitute for diagnosis, treatment, or care of disease by a physician or other medical provider. Rather, these assessments and sessions are intended as a guide to developing an appropriate health-supportive program, and to support Client’s progress. These Services are in no way to be construed or substituted as psychological counseling or any other type of therapy or advice. By utilizing these services, Client acknowledges that Danielle McClellan is not providing medical services, and that the Services hereunder do not replace the care of other professionals.
2. Coach may provide the Client with information relating to products that Coach believes might benefit people trying to live a healthier lifestyle, but such information is not to be taken as an endorsement. Coach may make dietary and/or lifestyle suggestions, but these are wholly the Client’s responsibility and choice on whether to implement such changes. Coach is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information, coaching, or Services provided. If Client is under the care of a healthcare professional or currently uses prescription medications, Client should discuss any dietary changes or potential dietary supplement use with his or her primary care physician, and should not discontinue any prescription medications without first consulting his or her primary care physician
3. Client acknowledges and agrees that the information provided to Client is designed to meet general dietary needs. It is NOT suitable for all persons, or persons with certain conditions. Client understands and acknowledges that Client should not use Services if Client has certain medical histories, chronic conditions, or other medication use, including but not limited to persons with kidney disease, diabetes, or anyone with a history of an eating disorder or disordered eating. Client agrees to be honest in disclosing this information and will notify Danielle McClellan of any changes. Client understands and acknowledges that the failure to do so can be dangerous to Client’s health.
4. Use of the Services and performance of the suggested actions hereunder is at Client’s own risk. Any use of videos requiring physical activity, calculation, or behavior modifications are done at Client’s discretion and Coach will not be held liable for any injury that could result from utilizing videos.
5. Coach may provide Client with third-party recommendations for such services as health, physical therapy, lifestyle, or other related services. Client agrees that these are only recommendations and Coach will not be held liable for the services provided by any third-party to the Client. Coach is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.
GENERAL DISCLAIMERS. Any testimonials or examples shown through Coach’s website, programs, and/or services are only examples of what may be possible for Client. There can be no assurance as to any particular outcome based on the use of Coach’s programs and/or services. Client acknowledges that Coach has not and does not make any representations as to the future result that may be derived as a consequence of use of Coach’s website, programs, products or services. Client expressly assumes the risks of receiving the Services, including the risks of trying new foods or modifying Client’s dietary regimen, and the risks inherent in making lifestyle changes.
CONFIDENTIALITY. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal, or make use of any information learned by either Party during discussions, coaching sessions, appointments, or otherwise. Coach’s policies about confidentiality, as well as other information about Client’s privacy rights, are further described in separate documents entitled Privacy Policies and Terms of Use. Nothing herein shall prevent the Coach from updating or amending its confidentiality practices or other terms of the Privacy Policies and Terms of Use from time to time and at any time. Client acknowledges that Coach may share confidential information or information developed during or regarding coaching sessions or appointments with Coach’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.
INTELLECTUAL PROPERTY RIGHTS. In respect of the documents provided to Client as part of this Agreement, Coach maintains all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. Client receives one license for personal use of any content provided by Coach. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of Coach to Client, nor grant any right or license other than those stated in this Agreement. For the purposes of this Section, “Material” shall mean the materials, in whatever form, used by Coach to provide the Services and the products, systems, programs or processes, produced by Coach pursuant to this Agreement.
DISCLAIMER OF WARRANTIES. To the maximum extent permitted by law, the Services provided to Client by Coach under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied, or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.
LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event will Coach or any of its partners, affiliates, subsidiaries, or representatives be liable to Client or any other party for any special, direct, indirect, incidental, exemplary, consequential or punitive damages arising from or related to the Services or to this Agreement, regardless of causal event or legal theory asserted,d including but not limited to (a) any loss of profits or economic loss; (b) any business interruption; (c) any loss or breach of data or privacy, including any loss, disclosure, or misuse of Client’s Confidential Information; (d) any cost of procuring or transitioning to replacement services; (e) any failure to meet any duty, including any statutory duty, duty of good faith, or duty of reasonable care; (f) any failure by Client to act on any recommendation of Coach; (g) any inaccurate, misleading, or deceptive description of a program distributed by Coach as part of the Services; (h) any service not required under this Agreement; or (i) any other pecuniary or other loss whatsoever, whether such loss arises out of the use of the Services, the inability to use the Services, the provision of or failure to provide support, information, upgrades, or related materials, or any breach of contract or any tort, including but not limited to, negligence, misrepresentation, or strict liability obligations. Further, to the maximum extent permitted by law, in no event will Coach or any of its representatives’ total cumulative liability to Client or any other third party for claims, losses, or damages of any kind, whether based on contract, tort, negligence, indemnity or otherwise, arising out of or related in any way to this Agreement, the Services, exceed the actual fees Client paid to Coach under this Agreement during the preceding three (3) month period ending on the date of the cause of action giving rise to the claim, loss, or damage. Unless otherwise required by applicable law, no claim may be asserted by Client against Coach more than six (6) months after the date of the cause of action underlying such claim.
INDEMNIFICATION. Client shall indemnify, defend, and hold harmless Coach and her current and former employees, contractors, agents, affiliates, partners, members, managers, and representatives (collectively the “Indemnified Party”), from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to (a) the services provided by Coach, (b) the negligence, recklessness, or willful misconduct of the Indemnified Party or any party under direction or control of the Indemnified Party, (c) a material breach of this Agreement by the Indemnified Party, or (d) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the Indemnified Party, or its clients.
NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. Client agrees that Client will not engage in any conduct or communications with a third party, public or private, designed to disparage Coach. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, Coach or any of its programs, affiliates, subsidiaries, principals, employees, agents or representatives.
DISPUTE RESOLUTION. Except to the extent explicitly prohibited by applicable non-waivable law, if a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Austin, Texas or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
GOVERNING LAW. Except to the extent explicitly prohibited by applicable non-waivable law, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, regardless of the conflict of laws principles thereof. If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and affect and shall in no way be affected, impaired, or invalidated.
GOOD FAITH. Each Party represents and warrants to the other that such Party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements between the Parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Client and Coach.
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 will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to (or the court may) modify this Agreement to affect the Parties’ original intent as closely as possible.
ASSIGNMENT. Neither Party may assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any purported assignment or delegation without the other Party’s prior consent will be null and void.
SUCCESSOR AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
EXHIBIT A
DETAILSREGARDING SERVICES
SCOPE OF WORK.
Coach shall perform the services under the Monthly Video Course Membership, as provided below, as provided on any Coach owned or operated website, as set forth in this Agreement, and such additional services as may be agreed by mutual agreement of the Parties (“Services”).
Unless the Parties otherwise agree in writing, the Services will consist of the following:
- Monthly Video Course Membership: The Service includes access to the video courses as provided on Coach’s websites. Each month, subject to Coach’s availability, and in Coach’s sole discretion, Coach may provide a new Monthly Video Course and may make it available for purchase by Client. The Monthly Video Courses are targeted for motivated individuals with goals of weight loss, weight maintenance, or weight gain and are based on counting macros, or macronutrients, which are carbohydrates, protein, and fat. Coach will provide education to Client on how to calculate calorie and macronutrient goals, along with other educational materials, through these video courses that are offered on a monthly basis. The Monthly Video Courses may provide the serving sizes of various foods from each macronutrient category which will allow the Client to plan their own meals and snacks from the various foods listed and under their own calculated needs.
- Monthly Fees: In the event Client signs up during the first week that the Monthly Video Course Membership is offered on any Coach website, Client shall pay $20.00 per month for all continuous monthly subscriptions for the Monthly Video Course. If Client pauses or discontinues payment for the Monthly Video Course Membership subscription, any and all future fees shall be for $50.00 per month. In the event Client signs up after the first week the Monthly Video Course Membership is offered on any Coach website, Client shall pay $50.00 per month for the Monthly Video Course Membership.
- The Services listed in this Agreement are the exclusive items to be provided hereunder. The Services do not include any terms or services not specifically provided in this Agreement, or any third-party fees or costs. Any additional services or tasks must be agreed to in writing by the Parties.
COMMUNICATION GUIDELINES. During the term that the Client has access to the Monthly Video Courses (including the initial month and any subsequent months paid for on a month-to-month basis), Client may have access to reasonable communication with Coach. Coach does not guarantee any communication between Client and Coach. Any and all communications are subject to the terms, disclaimers or warranties, and limitations of liability as set forth in this Agreement.
COMPENSATION. Client will make the initial payment through Kajabi once the proper paperwork is completed. All monthly fees after the initial payment will be automatically charged to Client each month unless Client cancels the membership. Coach must receive payment prior to Client being provided access to the Monthly Video Course.
HEALTH COACH PROGRAM CONSENT FORM
I authorize Danielle McClellan to help me in my healthy living efforts. I understand that Danielle McClellan’s program may consist of certain dietary programs, a reduction in caloric intake, learning to count macros, an increase in physical activity, instruction on behavior modification, and the use of food scales and food trackers.
I understand that this program is contraindicated with certain medical histories, chronic conditions, or other medication use, including but not limited to persons with kidney disease, diabetes, or anyone with a history of an eating disorder or disordered eating. I agree that I will be honest in disclosing this information and will notify Danielle McClellan of any changes. I understand that failure to do so can be dangerous to my health.
I understand that the program is not recommended in pregnancy. I agree to immediately inform Danielle McClellan if I become pregnant.
I understand that much of the success of the program will depend on my efforts and that there are no guarantees that the program will be successful. I also understand that the program requires permanent changes in eating habits, activity level, and behavior to be effective.
I understand that by signing up for or otherwise joining the program, I agree to pay, in full, for all sessions and charges incurred at each session. I understand that this is not medical advice and Danielle McClellan is not providing medical services. Therefore, Danielle will not submit any claims to any insurance providers.
I have read and fully understand tis consent form and it has been fully explained to me. My questions have been answered to my complete satisfaction.