DANIELLE McCLELLAN, RD PLLC

MacroForward Meals Agreement

 

This MacroForward Meals agreement (the “Agreement”) is made and entered by and between ____________________ (hereafter referred to as the “Client”) and Danielle McClellan, RD PLLC (hereafter referred to as the “Coach”) (each a “Party” and collectively the “Parties”) as of this ___ day of _____________, 20___ (the “Effective Date”). 

 

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:

 

 

1. Coach agrees to provide sample meal plans in accordance with the specific services set forth in the MacroForward Meals Subscription details as outlined in Exhibit A (the “Service”). Unless otherwise agreed between the Parties, to the extent the Service is performed by a person, Coach’s duties hereunder may be performed by Danielle McClellan or such other person as determined by Coach.
2. The Service to be provided by Coach to the Client includes a sample meal plan of up to seven meals a week with the calorie and macronutrient breakdown, which will be provided on a weekly basis, and any other content Coach may provide as determined by Coach, in Coach’s sole discretion (the “Subscription”). The Service hereunder may address general dietary concerns or general conditions. Coach may work to develop and, if necessary, periodically adjust the Service to reflect a change in general goals, education, or as needed.

1. If Client is presently under any form of psychiatric care or specialized medical supervision, Client should talk to their provider and inform Coach prior to executing this Agreement and accepting the Service.

 

2. MEAL PLANS. The Service includes a sample meal plan of up to seven meals a week with the calorie and macronutrient breakdown, accessible via Coach’s website, “Kajabi.” Coach may utilize additional websites or applications, including, but not limited to, MacroFactor, for any number of the Subscription’s sample meal plans. Further details regarding the Subscription are outlined in Exhibit A to this Agreement.

 

3. The Subscription will last for the duration and occur at a frequency solely as determined by Coach and as provided in Exhibit A. If Client does not utilize the Service, Coach may still collect the entire amount owed for the Subscription.

 

4. Coach may employ a range of methodologies in the Subscription, including meal planning, and/or other methods to be determined by Coach. Client understands that Coach makes no guarantees as to the outcome of the Service.

 

 

1. Client will make payment via website or other agreed upon method as outlined in Exhibit A.
2. The fee for the Subscription 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 Subscription for which the Parties have contracted at any time, full payment shall be due and owed for the full amount of any outstanding fees. Should Client not make the full payment, Coach may pursue legal action. Notwithstanding the foregoing, Coach may, in Coach’s sole discretion, provide a full or partial refund for any unused portion of the Service. 
4. Credit Card Authorization (if applicable for payment plan). Each Party hereto acknowledges that Coach may send an invoice or charge the credit card chosen by the Client on the date and for the amount specified in Exhibit A. No Service will be provided until payment is made and if any payment is not paid on the due date, Client forfeits any remaining Service.

 

6. HEALTHCARE DISCLAIMERS.

1. Client understands that Danielle McClellan, RD, LD is a Registered and Licensed Dietitian and is not a physician nor providing medical services. Rather, she provides education within the scope of her credentials 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, the Service is intended as a general and non-personalized option for meal plans that may compliment an appropriate health-supportive program. This Service is in no way to be construed or substituted as psychological counseling or any other type of therapy or advice. By utilizing the Service, Client acknowledges that Danielle McClellan is not providing medical services, and that the Service hereunder does 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, recommendations, suggestions, or Service provided.
3. 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.
4. Client acknowledges and agrees that the information provided to Client is designed to meet general fitness goals. It may NOT be suitable for all persons or persons with certain medical or health related conditions. Client understands and acknowledges that Client should not use the Service without consulting a physician or their medical provider if Client is pregnant or breastfeeding, uses certain medications, and/or has certain medical histories or chronic conditions, including but not limited to persons with kidney disease, diabetes, anyone with a history of bariatric surgery, or anyone with a history of an eating disorder or disordered eating. Client understands and acknowledges that using this Service can be dangerous to Client’s health.
5. Use of the Service and performance of the suggested actions hereunder is at Client’s own risk. Any use of the Service or any other part of Coach’s website or programs recommending 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 the Service.
6. Coach may provide Client with third-party recommendations for such services as health, physical therapy, lifestyle, or other related services or products. Client acknowledges and agrees that these are only recommendations, and Coach will not be held liable for the services or products 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.

 

7. GENERAL DISCLAIMERS. Any testimonials or examples shown through Coach’s website, programs, and the Service 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 Service. Client acknowledges that Coach has not and does not make any representations as to the future result that may be derived from using Coach’s website, programs, products, or the Service. Client expressly assumes the risks of receiving and using the Service, including the risks of trying new foods or modifying Client’s dietary regimen, and the risks inherent in making lifestyle changes.

 

8. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal, or make use of any Confidential Information, as defined below, 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 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. Notwithstanding the terms of the Privacy Policies and Terms of Use, Client acknowledges that Coach may share confidential information or information providing during or regarding discussions, through comments or feedback, or otherwise relayed to Coach with Coach’s contractors or representatives. 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 of the Subscription shall survive the termination, revocation, or expiration of this Agreement.

 

9. INTELLECTUAL PROPERTY RIGHTS. In respect of the documents provided to Client as part of this Agreement, Coach maintains all 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 and/or Service 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 Service and the products, systems, programs, or processes produced by Coach pursuant to this Agreement.

 

10. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by law, the Service and Subscription provided to Client by Coach under this Agreement is 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.

 

11. 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 provided under the Subscription, any third party content or services provided through the Service or the Subscription, or to this Agreement, regardless of causal event or legal theory asserted, 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 Service or the Subscription; (h) any service not required under this Agreement; (i) any personal injuries up to and including death; and (j) any other pecuniary or other loss whatsoever, whether such loss arises out of the use of the Service or Subscription, the inability to use the Service or Subscription, 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’s 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 Service, or the Subscription, 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.

 

12. Client shall indemnify, defend, and hold harmless Coach and Coach’s 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 Service or Subscription provided by Coach; (b) the negligence, recklessness, or willful misconduct of the Indemnified Party or any party under the direction or control of the Indemnified Party; (c) a material breach of this Agreement by the Indemnified Party; (d) the use of any third party services in relation to the Service or Subscription; or (e) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the Indemnified Party, or its clients.

 

13. NON- 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 or embarrass 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.

 

14. 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 Bexar County, 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.

 

15. 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.

 

16. 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.

 

17. 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, or 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.

 

18. 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.

 

19. Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Coach. Any purported assignment, transfer, delegation, or subcontract without the Coach’s prior consent will be null and void.

 

20. 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.

 

21. 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.

 

IN WITNESS WHEREOF, Coach and the undersigned Client have executed this Agreement on the Effective Date.

 

                            

 

CLIENT:                                                                                                                                         

                                    Signature                                                                     Date

 

                                                                       

                                    Name

 

 

 

 

 

 

 

EXHIBIT A

DETAILS REGARDING SERVICES

 

1. SCOPE OF SUBSCRIPTION.
   • Coach shall provide access to the MacroForward Meals Subscription beginning on such date as outlined on Coach’s Kajabi website, and shall continue for a period of one week, with the option to extend for successive one-week periods, as provided below, and as set forth in the Agreement.

 

• The Service will consist of the following:

 

• The Service includes access to the sample meal plans included in the MacroForward Meals Subscription as provided on Coach’s Kajabi website. The Service is meant to provide sample meal plans of up to seven meals a week with the calorie and macronutrient breakdown. The seven meals will include a total of two meals that may serve as potential breakfast options and a total of five meals that may serve as potential lunch or dinner options. Recipes for any of the meals will be included if Coach, in its sole discretion, deems necessary for such meal. Custom recipes may also be included if Coach, in its sole discretion, deems necessary for such meal. In the event Coach has uploaded a recipe for a meal in MacroFactor, Coach may provide a link to the custom recipe in MacroFactor.

 

• The Service may provide suggestions of specific meals that a person could have for breakfast, lunch, or dinner. These sample recipes are based on a generalized diet with no restrictions and may include certain ingredients not suitable for everyone including, but not limited to, meat, dairy products, and gluten. These sample recipes may not work for everyone and should be utilized at Client’s own discretion.

 

• Duration: The Parties acknowledge and agree that the Subscription’s Service will commence on the date as provided on Coach’s Kajabi website. Upon Client cancellation, access will end at the end of the billing cycle, and only after Coach receives payment of the fees, as described in Sections 1.4 and 1.5 below, and Client receives access to the Service. 

• Subscription Fee: Client shall be billed a fee of $5.00 per week for each week of the MacroForward Meals Subscription (the “Subscription Fee”). The Subscription Fee shall be paid at the time of Client’s sign up and at the beginning of each new week. Client shall be automatically billed the Subscription Fee every week on the card on file, as outlined in Section 1.5 below. Client understands and agrees that it is Client’s responsibility to cancel before the next automatic payment is processed if Client chooses to cancel their MacroForward Meals Subscription. The Parties understand and agree that the Service contracted for and detailed in this Exhibit and in the underlying Agreement is to be included in the Subscription Fee detailed in this Section, and that Client will not be billed, charged, or otherwise required to pay any additional fees to access the Service, unless otherwise agreed to in writing by the Parties or Client signs up for additional offerings, as applicable.

 

• Automatic Payments: Client shall provide valid credit card information and Coach shall charge the Subscription Fee each week as provided in this Agreement. After the initial payment, Client agrees that the remaining payments shall be automatically charged to the credit card on file. Client is solely responsible for keeping Client’s credit card information up to date for the automatic payments with Kajabi. Client understands and agrees that Coach may revoke access to the Service and Client shall have no right to access any part of the Service if any part of a payment is not received for any reason. In the event Coach does not receive timely payment, Client forfeits access to any previous content and future content from the Service. Coach may, in Coach’s sole discretion, reinstate access to the Service in the event Client provides a valid credit card and Coach receives all due and owing payments.

 

• The Service listed in this Exhibit and the Agreement is the exclusive item to be provided hereunder. The Service does not include any terms or services not specifically provided in this Exhibit or the Agreement, or any third-party fees or costs. Any additional services or tasks must be agreed to in writing by the Parties.

 

2. COMMUNICATION. No communication is included in the Service or this Subscription. Client may ask Coach questions via the comment sections section on the Kajabi website, but Coach does not guarantee and shall not be responsible for responding to any questions. Any and all communications are subject to the terms, disclaimers or warranties, and limitations of liability as set forth in this Exhibit and the Agreement.

 

3. COMPENSATION. Client will pay the fees, as provided for in Sections 1.4 and 1.5 of this Exhibit, through Kajabi. Coach must receive payment of the fees as scheduled prior to Client obtaining or in order to retain access to the Service detailed in this Exhibit and the Agreement.

 

 

IN WITNESS WHEREOF, Coach and the undersigned Client have executed this Exhibit on the Effective Date.

 

 

CLIENT:                                                                                                                                         

                                    Signature                                                                     Date

 

                                                                       

                                    Name