Terms and Conditions

OVERVIEW

1. 1. This Client Contract (“Agreement”) is entered into between [_you_] (“Client”) and [Lifecycle Nutrition, LLC], (“Company”) for one-on-one  nutrition coaching  services or group coaching membership services. This is a legally binding agreement between the Client and the Company that has been reached after an offer and acceptance was made, and valuable consideration was exchanged. The purpose of this Agreement is to detail the services provided by the Company and set forth the responsibilities of the Client, in accordance with the terms and conditions of this Agreement. The Client and the Company are collectively referred to herein as the “Parties” or individually as a “Party”.
   
   
   1. The Parties intend to be legally bound and agree to the following terms and conditions contained in this Agreement.
   
    
2. TERM
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   This Agreement shall become effective between the Client and the Company when the Client returns a signed copy of this Agreement and the initial required payment is received as defined below. This Agreement shall remain in full force and effect for month to month membership coaching, unless terminated earlier in accordance with the provisions of this Agreement.

   
    
4. SCOPE OF SERVICES
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   1. The Company agrees to provide the following services:
   
   
   1. Membership and Group Coaching: Membership members receive weekly or biweekly group masterclass or Q&A calls scheduled at a previously agreed upon time, as well as open chat coaching days as specified. All sessions may take place during the program. The session shall be customized to meet the group’s individual needs as they may develop throughout the program.
   2. 1:1 Sessions: Tier 1 (Fundamentals) clients receive no zoom sessions, unless otherwise agreed. Tier 2 (VIP) clients receive monthly sessions. If so, each session may be scheduled at a mutually agreed upon time. All sessions may take place during the program. The session shall be customized to meet the Client’s individual needs as they may develop throughout the program.
   3. Check-ins:  Ongoing client check in support is included in the group live coaching sessions or it Tier 2 opened chat coaching. It is the Client’s responsibility to present their questions to The Company in order to get the needed tailored support when indicated.
   4. Chat Coaching: There shall be direct support provided through voxer  via group or in tier 2 VIP coaching. The support may be provided directly by the Company. Any messages received by the Company shall be answered within 24 hours business hours of receipt, Monday - Friday.
   5. Online Nutriton course: The services include access to the applicable online nutrition course created by Lifecycle Nutrition LLC. Access shall be granted to the Client via email when this Agreement becomes effective; the email will contain all necessary login information as well as the link to Kajabi. The Client will receive access to this program for the duration of our coaching.  This program is transmitted by the Company through a third-party platform. The Company reserves the right to substitute service at any time, provided that it is comparable and value and it is reasonable for the Company to do so as determined by the Company. Access is presently available through Kajabi. The Company is not liable for any limitation of access to the Product caused by a third-party platform.
   6. Modification of Services: Any service outside the scope of this agreement may require a new agreement. No material changes to the services will be made and the Company shall have no obligation to perform any additional or modified services unless and until the Parties reach a new written agreement.
   7. Overall Purpose of the Services: The services provided are for educational purposes and to aid the Client in achieving their wellness goals, designing a flexible and healthy nutrition foundation. To help implement healthier changes into the Client’s lifestyle including education on diet and exercise.
   
    
6. CLIENT AND COMPANY DUTIES AND RESPONSIBILITIES
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   1. Cancellation Policy: 1:1 sessions that are canceled by the Client shall be rescheduled within 2  weeks provided notice was given 24 hours prior to the cancellation of the scheduled session. If 24-hour notice was not provided, the Company may use its discretion as to rescheduling the session. The Company reserves the right to reschedule 1:1 sessions with any amount of notice, if necessary. If the Company needs to cancel a 1:1 session for any reason, notice will be provided via email and an attempt will be made to reschedule the session to take place within 1 week. If any session is canceled and not rescheduled within the time frame specified above due to the Client’s failure to respond to communication or to come up with a mutually agreeable date and time, it may be forfeited.

   Group sessions (if applicable) are scheduled by the Company. If the Company needs to cancel a group session for any reason, notice will be provided via email and the group session will be rescheduled either within the following 2 weeks or by adding an extra week to the length of the program. If the Client cannot attend one or more of the group sessions, no accommodations will be made as the date and time of each group session is predetermined.

   
   
   1. Client Communication: The Client agrees to remain in reasonable communication with the Company throughout the duration of the services. Office hours are Monday - Friday, until 4 pm MST. 
   
   
   1. Email Communications: Communication about services will be made with the Client through email, using the email address provided by the Client upon registration. The Company may send promotional information, updates, or offers periodically via email, either from the Company or its affiliates unless the Client has opted out of receiving such information. Contact information or preferences may be updated by the Client at any time by sending a request to the Company via email.
   
   
   1. Rescheduling: In the event that the Company needs to reschedule any sessions due to unexpected circumstances, the Company will notify the client within a reasonable time and reschedule for an earlier or later date.
   
   
   1. Behavior: Client agrees to refrain from abusive or unprofessional conduct, behavior or comments towards the Company or any participants. The Company has a no tolerance policy for racism, bullying, abusive, harmful or hurtful comments or conduct and reserves the right to immediately terminate this agreement without notice. In the event the Company terminates the agreement under this section, the Client shall remain liable for any remaining payments.
   
    
8. PAYMENT POLICY
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   1. Fees: The Client agrees and authorizes the Company to charge their designated payment type (credit card or other billing method) for the full purchase price of the services as full consideration for the services. Payment shall be made in the amount  (payment plan, or with pay in full discount of 10%). An invoice will be sent to the Client via email or message for payment to be made through stripe payments. The Client understands that this agreement will not take effect until payment is made.
   
   
   1. Payment Plan: The Client agrees to pay under the payment schedule set forth below and authorizes the Company to charge their billing method the amount specified in the payment schedule for each scheduled payment without additional separate authorization. If payments fail for any reason (updated credit card is needed, payment information update is required, credit card expired, etc), the Client agrees to resolve it immediately, within 5 business days. Client acknowledges that although the Company offers a 5 day grace period before charging late fees or revoking access to services, services will be suspended immediately upon the failed payment. If the billing method is not updated or fixed within 5 business days, access to the services will be revoked until corrected. If payment is still not received after the 5 business days, a late fee may  be assessed in the amount of $100 USD in accordance with the below terms.
   1. Payment Schedule: $2497 for Tier 1/Fundamentals, or $4497 for Tier 2 VIP Coaching
   
   
   1. Chargebacks: The Client agrees to not make any chargebacks to the Company’s account or cancel the credit card or billing method used without the prior written consent of the Company. In the event a chargeback or merchant dispute is commenced by Client with their bank for the services received under which payment was owed and Client is successful in recovering these funds, the Company will provide this contract to the bank as well as evidence of your receipt of services. The Company reserves the right to report any chargeback incident to credit reporting agencies as a delinquent account.
   
   
    
10. REFUND POLICY
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    Due to the digital nature of some of the services included and the preparation that goes into coaching sessions, and the forfeiture of taking other clients,  all services are non-refundable. Payment for the services is earned in its entirety at the time of purchase (even if a payment plan is chosen) and as such, no refunds are provided under any circumstances, regardless of whether or not all services have been rendered.

    
     
12. DISCLAIMER
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    No professional-client relationship has been formed between the Company and the Client by purchase or use of the services. It is the Client’s responsibility to do their own research, consult, and obtain a professional doctor for any medical, health, or other help that may be needed for the Client’s situation. 

    
    

    The testimonials and opinions displayed on the Company’s website apply to the individual who wrote it. Results vary and the success of some does not guarantee the same or similar results from others. The Company’s testimonials are provided on a voluntary basis. We did not pay for these testimonials, they were not given in exchange for free services or products or any other benefit. The testimonials on our website illustrate the typical experiences of our clients; however, we acknowledge that results are individual and can vary.

    
    

    The Company’s services may contain “affiliate links.” If the Client clicks on a link and purchases the item the Company may receive an affiliate commission; however, we want to make it clear that we only recommend products or services that we believe will be beneficial to the Client. If an affiliate link is posted, it will be disclosed to the Client on the same page. The Company discloses this information in accordance with the Federal Trade Commission’s 16 CFR, Part 255: “Guides Concerning the Use of Endorsements and Testimonials in Advertising.”

    
    

    Statements made regarding health and wellness outcomes is not a guarantee that the Client will have the same results. The Client acknowledges and agrees that the Company cannot guarantee future results or success. The Client’s success is based on their own actions and not on the services. The Client acknowledges and agrees that the Company is not liable for their success or lack thereof. Before beginning any type of fitness plan, nutrition plan, or other health or wellness plan, it is your responsibility to consult with a medical professional.

    
    

    The services are not meant to be a complete solution for any situation and do not make any such promises or guarantees. It is the Client’s responsibility to obtain an additional health  professional if necessary for their situation and the Company is not responsible for any outcome.

    
     
14. GUARANTEES AND WARRANTIES
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    The Company does not guarantee any results with respect to the services or products provided under this Agreement, and it is for educational purposes only. The Company tries to provide up-to-date and accurate information but does not make any representations that the information provided is always accurate, free from errors or omissions, current or reliable. The services and products under this Agreement are provided “AS IS” and the Company disclaims all warranties of any kind, express or implied, including an implied warranty of fitness for a particular purpose, infringement and merchantability. Although the Company strives to provide the best possible service and Client experience, the Company does not guarantee any outcome based on the Client’s purchase of services. Past results in other instances do not guarantee a similar outcome. No representations or warranties are made as to the accuracy or completeness of the services and use is at your own risk.

    
     
16. LIMITATION OF LIABILITY
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    1. Limitation of Liability: The Company will not be liable for any direct, indirect, incidental, consequential, exemplary, punitive or other damages arising out of or relating to the Client’s use of the Company’s services or any services provided by third-parties, third-party claims, or any misuse of information, services or products, regardless of whether such liability is based on breach of contract, tort or otherwise, and even if advised of the possibility of such damages or if damages could have been reasonably foreseen. In no event should the Company’s cumulative liability to you exceed the total purchase price of the services purchased from the Company. This limitation of liability remains in full force and effect regardless of termination of this Agreement.
    
    
    1. Waiver:

    _________ (client initials) The Client recognizes that there are inherent risks associated with participation in the services provided and agrees to assume responsibility for any risks, injuries or damages, known or unknown, which may occur out of the use of the services. The Client hereby releases and discharges the Company for any injury, damage or loss arising out of the Client’s use of the services, regardless of the cause and including accidental injuries.

    
    
     
18. INDEPENDENT CONTRACTOR
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    1. Relationship: The Company is not an employee of the Client and no partnership has been formed between the parties under this Agreement. This Agreement shall not be construed to create a partnership, joint venture, or employee relationship between the two parties. The Company is an independent contractor in its relationship with the Client. No exclusive relationship between the Company and the Client has been created and the Company remains open to enter into contractual relationships with other business entities at any time, including similar business entities to that of the Client. The Company shall not transact any business for the Client personally or as an agent or owner of the Client. The Company shall not have the authority to enter into any contracts or other agreements for or on behalf of the Client. The Client is not responsible for providing any materials, equipment or tools required for the Company to perform the services.
    
    
    1. Benefits and Taxes: No additional benefits will be provided as the Contractor is not an employee of the Company, including pension, health, retirement or other benefits. Payroll taxes including federal, state and local taxes shall not be withheld or paid by the Company on behalf of the Contractor. The Contractor shall be responsible for any taxes and other payments as mandated by law.
    
     
20. INTELLECTUAL PROPERTY - LICENSE AND RESTRICTIONS
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    1. Ownership: The services provided by the Company contain intellectual property that belongs to the Company. All rights reserved. The Client acknowledges that the intellectual property contained in the services is the property of the Company and may be protected by applicable copyright and other intellectual property laws and subject to use restriction under those laws. The services may contain trademarks, service marks, trade secrets, graphics, and logos that are the sole property of the Company and/or its licensors or assigns. The purchase does not grant the Client a license to use such for any commercial purpose whatsoever. The Company hereby grants to the Client a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable license to use the services included for the individual purposes intended under this Agreement for the duration of coaching . The right to use, reproduce, and distribute the intellectual property remains solely with the Company.
    
    
    1. No Resale or Reproduction: Client agrees not to sell, rent, copy, share or otherwise transmit or disseminate the services, product, or program, with anyone else for commercial or non-commercial use, unless otherwise specified. This includes creating any derivative products from the Company’s intellectual property, including, but not limited to: blog posts, course material, video or audio recording, websites, or any other content without Company’s prior written consent. The services may not be reproduced, republished, uploaded, posted, derivative works created from, transmitted, distributed, or publicly displayed in any manner without written permission from the Company.
    
    
    1. Access: The Client agrees not to share the services, product or program (and all materials) with any third party, including sharing any password protected information with another person, user, or email address.
    
    
    1. Violation: Any violation by the Client of the license provisions contained herein automatically terminates the Client’s license to use the services, and access to use may be revoked. Violating this license, even after termination, may result in charges to the Client from the Company for the license sold, shared, or otherwise transmitted. The Company reserves the right, title, and interest not expressly granted under this license to the fullest extent permitted under applicable laws.
    
     
22. CONFIDENTIALITY
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    1. Company Information: “Confidential information” shall mean proprietary information about the Company, including, but not limited to information relating to the Company’s services, business and operations, including but not limited to business plans, sources, strategies, trade secrets, procedures, marketing, sales, data, fitness and nutrition information or guides, all other non-public information, and know-how or other intellectual property that may be communicated in any manner to the Client. All confidential information disclosed to the Client shall remain the property of the Company without prior written consent. The Client agrees not to disclose or use any Confidential information in any manner other than what is permitted under this agreement for the use of the services, or as required by law. Confidential information does not include information that is available to the public through no breach of confidentiality, received from a third party that had the right to disclose such information, or was already in the possession of the Client prior to the disclosure. The Client shall take reasonable care to safeguard Confidential Information and to protect the accidental disclosure of the Company’s information.
    
    
    1. Client Information: “Confidential information” shall also include information relating to the Client, such as the Client’s personal health, financial, business or other non-public information communicated to the Company in any manner. All confidential information disclosed to the Company shall remain property of the Client without prior written consent, except that the Company may use fully redacted versions for testimonials and marketing material. Confidential information shall not be disclosed to anyone other than the Company, unless necessary to disclose only to a third-party for the purpose of providing the Client with the services rendered under this Agreement, or as required by law. Confidential information does not include information that is available to the public through no breach of confidentiality, received from a third party that had the right to disclose such information, or was already in the possession of the Client prior to the disclosure. The Company shall take reasonable care to safeguard Confidential Information and to protect the accidental disclosure of the Client’s information.
    
    
    1. Participant Information: “Confidential information” shall also include information relating to other group participants, such as involving personal health, financial, business or other non-public information communicated to the group in any manner. All confidential information disclosed within the group shall remain property of the disclosing member without prior written consent, and shall not be disclosed or used in any manner other than as permitted in the group. Participants shall take reasonable care to safeguard Confidential Information and to protect the accidental disclosure of other participants' information.
    
    
    1. Violation of Confidentiality: Unauthorized disclosure or use of Confidential Information by the Client in violation of this Agreement is a breach of this Agreement, which may result in irreparable harm to the Company and may be subject to legal action to (1) prevent any further breach of the Agreement, and (2) any other remedies available in law or equity.
    
    
    1. Client Features: The Client agrees to allow the Company to share its success and achievements as well as any feedback, testimonial, or statement provided by the Client regarding the Company or the services, provided that the Client’s name and any other identifying factors remain confidential, unless allowed below. This includes content that is provided to the Company, or uploaded by the Client to social media at any time before, during or after the term of this agreement. The Client agrees to allow the Company the right to use the Client’s image words, feedback, testimonials, or statements in whole or in part, in the format provided by the client, and/or compilations thereof, and in connection with any publicity, advertising, correspondence, promotional or other work based upon them, provided that the Client’s name, photo and any other identifying factors remain confidential, unless allowed below.
    
    

    Choose one of the following:

    ______ (client initials) The Client agrees to allow the Company to share the above information with the Client’s name, appearance, voice, and photo unredacted.

    ______ (client initials) The Client agrees to allow the Company to share the above information but only with the Client’s name and photo redacted and kept confidential.

    
    
     
24. PROHIBITED USE
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    The Client acknowledges that the services are to be used for the purposes intended above and not for any unlawful purpose or any purpose prohibited by the terms of this Agreement. The Company reserves the right to terminate the Client’s access to the services without notice if the use has not been in accordance with the terms of this Agreement.

    
     
26. INDEMNIFICATION
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    The Client acknowledges and agrees to indemnify and hold the Company harmless, including costs and attorneys’ fees, from any third-party claim, demand, liability, or damages arising out of the Company’s use of the services, breach of this Agreement, negligence or misconduct. The Company shall provide the Client with written notice of any claim. This clause contains the entire indemnification agreement with respect to the parties.

    
     
28. SEVERABILITY
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    If any provision of this Agreement is held, in whole or in part, to be unenforceable for any reason, the remainder of that provision and of the entire agreement will be severable and remain in full force and effect.

    
     
30. WAIVER
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    The Client acknowledges and agrees that the failure of the Company to enforce any provision of this Agreement shall not be deemed a waiver of the Company’s rights under this Agreement to subsequently enforce any provision of this Agreement.

    
     
32. NON-DISPARAGEMENT
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    The Client agrees to refrain from making any disparaging statements about the Company or the services that negatively affects the Company’s business, services, products, or reputation. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Client from making truthful statements that are either required by applicable law, regulation or legal process; or for the purpose of communicating a review of the Company’s goods and/or services.

    
     
34. GOVERNING LAW
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    The Parties agree and acknowledge that this Agreement is governed by and interpreted under the laws of Utah. Any dispute arising out of or in connection with this Agreement will be brought exclusively in any state or federal court located in Ogden, Utah. Both parties agree to waive any objections as to personal jurisdiction or venue and as to any claimed inconvenience of the chosen forum.

    
     
36. ATTORNEY’S FEES
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    Any legal fees incurred due to the enforcement of this Agreement by the Company, if prevailing, shall be entitled to recover its reasonable attorney’s fees and costs from the Client. This includes collection fees and costs incurred by the Company in collecting payment of any amount due under this Agreement.

    
     
38. ASSIGNMENT
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    This agreement is between the Client and the Company only, and not any other person or business entity. This agreement may not be assigned or transferred to any other person or entity without the express written consent of the Company.

    
     
40. FORCE MAJEURE
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    Neither Party shall be liable for any failure or delay in the performance of any obligations under this Agreement, except for the payment of money, if the failure or delay in performance is due to causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, or other similar or different occurrences beyond the reasonable control of the defaulting or delaying party, for as long as the force majeure event is in effect. Reasonable efforts shall be made to notify the other party of such occurrence within 5 business days of its occurrence. Force majeure events shall not include a party’s financial inability to perform its obligations under this Agreement.

     
42. TERMINATION
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    If access to the services are revoked by the Company due to a breach of one or more of the provisions contained in this agreement, the Company may terminate this agreement immediately by providing written notice to the Client, and the Client shall remain liable for any remaining payments. Client shall have the right to terminate this agreement for any reason whatsoever upon written notice to the Company; however, termination by the Client does not discharge the Client from payment. If the Client terminates this agreement, the Client shall remain liable for any remaining payments.

    
    
     
44. MISCELLANEOUS
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    1. Headings: The headings used in this agreement are for convenience and reference purposes only and shall not be used to define or limit the scope or intent of this agreement.
    2. Entire Agreement: The Client acknowledges and agrees that this Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties.
    3. Survival: The terms of the following sections of this agreement shall survive the termination of this agreement for any reason: Confidentiality, Indemnification, Limitation of Liability and Payment. The obligations of the Client under the Intellectual Property section shall survive the termination or expiration of this agreement; however, the license granted to the Client shall survive only if not automatically terminated for breach of this agreement, or if a specific period of survival is specified above.
    Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same agreement.

1. Electronic signatures: This Agreement is signed when purchase if completed.