MEMBERSHIP AGREEMENT

FORK THE FOOD RULES MEMBERSHIP

 

This Membership Agreement is entered into and effective on this day, October, 3rd, 2021, by and between SIMPLE NUTRITION LLC, a North Carolina Limited Liability Company (“Company”), and Client (“Client”).   This Membership Agreement outlines the relationship between Company and Client and defines how the parties will work together. 

 

For good and valuable consideration, Client agrees to purchase Fork the Food Rules Membership, a monthly Membership, (“Membership”) from Company.  In exchange, Company agrees to provide intuitive eating coaching services (“Services”) for Client, using appropriate techniques in accordance with Client’s needs and in alignment with Company’s role as an intuitive eating coach, with details as outlined below.

 

Membership Details.

 

The Fork the Food Rules Membership is a membership for community and coaching for eating intuitively

 

  1. Client understands and agrees this Membership includes:

 

  1. Twice a month live coaching calls via Zoom
  2. Prerecorded or live masterclasses on non-book club months
  3. Book club three times a year
  4. Access to prerecorded content
  5. Access to a private Facebook group

etc.

 

 

  1. Client understands and agrees this Membership does not include:

 

  1. Done for you services
  2. Medical nutrition therapy
  3. Individualized counseling
  4. Membership is not a replacement for medical nutrition therapy
  5. Membership is not a replacement for medical treatment by a doctor
  6.  

etc.

 

 

Client has done sufficient research to fully understand what is included in the Membership and what is not included in the Membership.  Anything not listed here is not included in the Membership.  Company may, in its discretion, agree to complete additional projects not listed here for Client, at Company’s hourly rate.

 

 

 

TERM.

 

The term of this Membership Agreement shall be per the clients discretion.  A minimum terms of one month will be required.  If Client terminates this Membership Agreement before the minimum term is completed,  Client will still be responsible for the payments due for the minimum term under this Membership Agreement.

 

PAYMENT.

 

In consideration for the Services provided by Company to Client, Client agrees to pay Company a fee of $47 per month (“Fee”). 

 

Client agrees to make payment via Stripe.  Client agrees to be responsible for the monthly Fee and gives Simple Nutrition LLC permission to automatically charge Client’s method of payment on file for all installment payments, at the time they are due, without any additional authorization. 

 

Client understands and agrees that if any payment due is not able to be processed on its due date, Company will notify Client, who will then have a 7 -day grace period to make the payment.  Once the grace period has expired, if payment is still not able to be processed, Client’s access to Fork the Food Rules WILL terminate, with no refunds given for any payments made.  If any payment remains delinquent for over 30 days, Company reserves the right to engage a Collections Agency to seek payment and to report the event to all three credit reporting agencies.

 

 

COMMUNICATIONS.

 

  1. A. Group Sessions.

 

Group sessions will be scheduled at a time that is universally acceptable to the members of the group, however Client understands this timing may not always work for Client’s schedule.  Client understands that any inability to attend a group session is in no way the fault of Company and does not affect the Membership or entitle Client to a refund.   When participating in the group, Client agrees not to be disruptive, hurtful or harassing to any members of the group.

 

 

 

 

  1. Social Media Group.

 

Client will be granted access to a private group on social media as part of the Membership.   When participating in the social media group, Client agrees not to post anything defamatory, harmful, hurtful, harassing or that would constitute cyberbullying.  Client understands that Company has a zero tolerance policy and will immediately terminate Client’s access if this provision is violated. 

 

 

 

  1. Access to Company.

 

During the Membership, Company will be accessible to Client by email during Company’s business hours of Monday - Thursday from 9:00 am – 4:00 pm EST.  Company will respond as soon as possible, usually within 48 business hours and, if there is unexpected delay, Company will inform Client within a reasonable time period with an update on when Client can expect a full response.

 

CLIENT RESPONSIBILITIES.

 

Client agrees to:

 

Adhere to the payment terms of this Agreement

Communicate respectfully to Company

Provide all information and documentation requested by Company

Participate in live events if desired

Client’s participation in live events is not mandatory and no refunds will be owed if Client does not participate in the live events

Reach out to Company for needed support,

Refrain from using the Membership in an unlawful or unauthorized manner

 

 

COMPANY RESPONSIBILITIES.

 

Company agrees to:

 

Respond to questions and request for information to the best of their ability

Perform in a professional manner

Hold the space for growth

Curate the content in a way that serves the members

 

 

THIRD PARTY INDEPENDENT SERVICES.

 

Throughout the Membership, Simple Nutrition LLC may use independent third party companies and independent contractors to provide Membership related services and activities, including, but not limited to, presenting guest experts at the group sessions (“Independent Services”).  Client acknowledges and agrees that Simple Nutrition LLC is in no way responsible for any bodily injury, personal injury, accidents, illnesses (including death) and property loss arising from such Third Party Independent Services.

 

Company does not control any Third Party parties and makes not claim or representations regarding Third Parties and their services.  There is no implied affiliation or endorsement by Company of these Third Parties and their services.

 

INTER-MEMBER INTERACTIONS.

 

Company acknowledges and agrees that Client may form relationships and business relationships with other members of the group.  While Company fosters a Membership atmosphere of sharing and relationship building, any relationships and transactions between two or more members of the Membership are outside of the scope of this Agreement and Client’s relationship with Company.  Simple Nutrition LLC expressly disclaims liability for any results or non-results from these relationships and transactions.  Company has a strict policy not to discuss any relationships and transactions between two or more members of the Membership.

 

Client may not promote Client’s own business within the Membership. 

 

 

NON-DISCLOSURE AND CONFIDENTIALITY.

 

Client understands that this Membership may include access to Company’s intellectual property, original work, trade secrets and other proprietary information, (“Company’s Information”), including but not limited to documents, worksheets, written templates, modules, video recordings, audio recordings, strategies, technical information, verbal guidance, and other unpublished information.  Client agrees not to share, distribute, repurpose, claim ownership of, use for commercial benefit, disclose to third parties or copy any of Company’s Information and agrees that doing so is in direct violation of this Membership Agreement.   Client understands that this non-disclosure provision remains in effect in perpetuity and Company reserves the right to prosecute any such violation to the full extent of the law. 

 

By participating in the Fork the Food Rules Membership, Client may share private and confidential information with Company and other Clients in the group program (“the Group”).  Company agrees not to disclose such confidential information to anyone not in the Group.  Client may authorize Company to disclose such information in writing. 

 

A reserved exception to this is if Company is required by law to disclose information shared by Client, or if Company has a good faith reason to believe that disclosing such information is necessary to protect Client, Company, a third party, or to respond to an emergency.   In such event, Company will limit disclosure to essential information.

 

Client also understands that other members of the Group may share their confidential or proprietary information (“the Group Information”).  Client agrees not to copy, share, distribute, repurpose, claim ownership of, use for commercial benefit or disclose to third parties outside of the Group, any of the Group Information and agrees that doing so is in direct violation of this Membership Agreement.  Client understands that this non-disclosure provision remains in effect in perpetuity and a third party may prosecute any such violation to the full extent of the law.  Client agrees to hold Company harmless from any such action taken by a third-party against Client. 

 

INTELLECTUAL PROPERTY.

 

Company owns and maintains all copyrights and intellectual property rights to all of the materials and content in the Membership, unless otherwise stated, including but not limited to, documents, videos, audio recordings, worksheets, emails, handouts, recipes, activities, strategies, systems, techniques, logos, trademarks and other proprietary information and original work created by Company, whether created prior to working with Client or specifically created for Client. 

 

By purchasing the Fork the Food Rules Membership, Client is granted one limited, revocable, non-transferrable license to view, read, download, print and use the materials and content in the Membership, for Client’s personal benefit only, as directed by Company.  All intellectual property rights remain with Company, nothing in this Agreement shall constitute a transfer of intellectual property ownership.

 

Client agrees not to copy, reproduce, edit, duplicate, modify, publish, transmit, replicate on another website, create derivative works from, sell, assist in the sale of, distribute, display, perform, provide access to another person, or in any other way, exploit Company’s intellectual property without Company’s express written consent.  If a violation of this provision is discovered or suspected, Client understands that this may constitute infringement and theft of Company’s intellectual property and may be a violation of United States Federal laws.  In that event, Company may terminate Client’s access to the Membership, without refund, and reserves the right to prosecute such infringement to the fullest extent of the law. 

 

TERMINATION.

 

Client may terminate and discontinue the Membership at any time, for any reason, by terminating the membership on their own through Kajabi, or by providing notice to Company in writing (email [email protected]), subject to the refund policy in this Membership Agreement, but no portion of payments already made will be refunded.  The written notice must be received by Company 3 days before the next billing cycle.

 

If the termination is during the 1 month mandatory initial period, Client understands and agrees that Client remains responsible for any and all outstanding payments of the 1-month mandatory initial period, even though Client has terminated the Membership.

 

If Company is unable to provide Membership details as outlined in Section I above, Company or Company’s agents will contact Client to reschedule or offer an alternate Membership.  If no suitable alternative is available, Client may be entitled to a partial  refund, which may be pro-rated depending on the nature of the Membership, at Company’s discretion.

 

This Agreement may also be immediately terminated in the event of a breach by either party.  

 

REFUND POLICY.

 

Company’s refund policy is as follows: 

 

            All Memberships are non-refundable; because Company has committed its time to working with Client no refunds will be given.

 

Client understands Company’s refund policy and agrees that no refunds will be given outside of the scope of this policy. 

 

Client further understands that if Client cannot participate in the Membership, all payments are still due under this Membership Agreement.  Any chargeback or threat of chargeback made by Client will result in immediate termination of Client’s access to the Membership and an additional $ $47 fee to Client. 

 

RESCHEDULING POLICY.

 

Client acknowledges and agrees that there is no rescheduling of the timeframe of the Membership commitment.

 

PUBLICITY RELEASE.

 

Company may capture photographs, video recordings, audio recordings, or other archives as part of the Membership (“Media”).  Client understands a third party may be responsible for capturing the Media.  Client grants to Company, as well as its affiliates, agents, employees, licensees or any other party acting on its behalf, the irrevocable, worldwide, unlimited right in perpetuity, to use Client’s name, likeness, image, voice, recorded voice, video appearance, biographical information, words, statements, performance and testimonials that are captured at the event (“Client’s Information”) as Media, for publicizing and promoting the Company and its services, or for any other lawful purpose.  This grant includes the right to copy, publish, edit, distribute and use in commerce, Client’s Information, in printed publications, multimedia presentations, on websites or any other distribution media, now known or later developed.   Client’s Information will become the property of Company and Client will not be compensated in any way for the use of Client’s Information.  Client waives the right to inspect or approve any Media or finished product, wherever Client’s Information appears. 

 

Client agree to hold harmless and release Company, as well as its affiliates, agents, employees, licensees or any other party acting on its behalf, from any and all claims or causes of action arising out of the use of my Information, including but not limited to, claims for libel, defamation, invasion of privacy, right of publicity, misappropriation or misuse of image.

 

 

TESTIMONIALS.

 

Company may request Client to provide a testimonial on the Membership.  Client understands that there is no requirement to provide such a testimonial and further understands that if Client declines to provide such a testimonial, there will be no negative consequences or change in relationship between Company and Client.

 

If Client chooses to provide a testimonial, it will be purely voluntary, at Client’s own discretion.  Client understands that the testimonial, along with Client’s identifying information may be used in Company’s marketing and promotions, with no financial compensation to Client, and Company will hold an unlimited, irrevocable, worldwide license in perpetuity to use, publish, distribute or repurpose any information provided to Company as part of such testimonial.  Client agrees to sign a Testimonial Release if requested by Company.

 

NO GUARANTEES, NO WARRANTIES.

 

Client is participating in this Membership voluntarily and understands that Company makes no guarantees regarding Client’s results with this Membership.

 

Client agrees that Company is not responsible and Client does not have a cause of action, legal remedy or an entitlement to a refund if Client does not achieve the desired result upon completion of the Membership.  Client agrees that Company is not responsible if there are errors or omissions in the Membership or any of its materials.

 

The Membership is provided “as is,” and, except for the express warranties in this Membership Agreement, is offered with no warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, merchantability, expectation of course of performance and non-infringement.  Client agrees not to hold Company responsible if Client becomes dissatisfied with the Membership.  The Membership is intended for a general audience and is not in any way specific advice tailored to any individual.

 

The Membership is designed to support you in reaching your goals, but your success depends on many factors, including your own dedication, starting point, willingness to be open, willingness to participate in live events, ask questions, use available information, and willingness to reach out when you need more support and you understand that these factors will impact your results.  You also understand that the Membership offers guidance, direction and program materials but does not actually implement anything for you.  You are responsible for producing your results.

 

FULL DISCLAIMER INCORPORATED BY REFERENCE.

 

Nothing in the Membership is intended to constitute or should be relied upon as medical, mental health, financial, business or legal advice, it is information and education only.   Client understands that Company does not diagnose, treat, heal, cure or prevent any illness, medical condition or mental or emotional condition and nothing in the Membership is intended to diagnose, treat, heal, cure or prevent any illness, medical condition or mental condition. 

 

The information presented in the Fork the Food Rules Membership is intended for a general audience.  It is not intended to provide individualized nutrition assessment or treatment.  It is not a replacement for working with a Licensed Dietitian or other licensed medical or healthcare professional who can advise you on your specific situation.

 

Client acknowledges and agrees that Megan Hadley and Laura Watson or any registered dietitian guests are not practicing individualized Medical Nutrition Therapy in the Fork the Food Rules Membership, rather they are providing nutrition information and education for Client to learn about intuitive eating. 

 

Nothing in the Membership is intended to be a substitute for consultation with a licensed healthcare professional, licensed mental health professional or licensed business professional.  Client is encouraged to consult with a licensed healthcare professional, licensed mental health professional or licensed business professional to review and advise Client on Client’s specific situation.

 

This Membership is in no way to be construed as psychological counseling, therapy or medical advice. 

 

Simple Nutrition LLC does not guarantee that you will obtain any results using our content.

 

 

 

ASSUMPTION OF RISK.

 

Client is entering into this Membership voluntarily at Client’s own free will.  Client understands that the Membership may include participation in financial, business, career or lifestyle strategies, which include inherent risks of harm, injury and other negative results.   Client confirms that during participation in this Membership, Client will always have the opportunity to consult with a licensed business professional or mental health professional before acting on any content of the Membership.  If Client chooses not to consult with other licensed professionals and chooses to act on any content in the Membership, Client agrees that Client is acting voluntarily and assumes all risks of use or non-use and agrees not to hold Company responsible for any harm, illness, injury or other negative results.

 

LIMITED LIABILITY, INDEMNIFICATION.

 

Client agrees that under no circumstances is Company to be held liable for any damages, whether direct or indirect, resulting from this Membership Agreement or the Membership, including any losses, injuries or medical ailments, and Company expressly excludes such liability to the fullest extent of the law.  In no event shall Company’s liability exceed the fees paid under this Membership Agreement.

 

Client agrees at all times to indemnify, defend and hold Company and its team members, agents, affiliates, and other parties associated with Company, harmless from any actions, losses, damages or expenses, as well as third party claims, including attorneys’ fees and expenses, arising out of or related to this Membership Agreement or Membership.

 

Governance.

 

This Membership Agreement shall be construed in accordance with, and governed by, the laws of the State of North Carolina as applied to contracts that are executed and performed entirely in North Carolina. The exclusive venue for any legal proceeding based on or arising out of this Membership Agreement shall be Guilford County, North Carolina.

 

DISPUTE RESOLUTION, LITIGATION EXPENSES.

 

Should any dispute arise between Client and Company, it would be preferable to work it out amicably, but if that is not possible, then Client agrees that the dispute will be resolved by Arbitration, by the American Arbitration Association, in Guilford County, North Carolina.  Client agrees to participate in the arbitration process in good faith, and further agrees that the decision made by the Arbitrator is binding, not subject to appeal, and enforceable in any court of competent jurisdiction as a judgment of law.  Client understands that any claim must be commenced within one year of the date of the grievance, or forfeited forever.

 

Client understands that the only remedy that can be awarded through Arbitration is a refund of payments made to Company.  No award of any consequential or additional damages may be awarded to Client.

 

If any legal action is brought because of an alleged dispute regarding this Membership Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in pursuing that action, in addition to any other relief to which they are entitled.

 

ENTIRE AGREEMENT, WAIVER, MODIFICATIONS, SEVERABILITY, ASSIGNMENT

 

Client and Company agree that this Membership Agreement constitute the entire agreement between them and supersedes any and all prior agreements, discussions, correspondence, understandings or proposals.  Client understands that any expectation regarding the Membership, which is not specifically included in this Membership Agreement is not included in the Membership. 

 

Client agrees that no waiver of any of the provisions of this Membership Agreement shall be deemed, or shall constitute, a waiver of any other provision of this Membership Agreement, nor shall any waiver constitute a continuing waiver.

 

Client agrees that this Membership Agreement are not to be altered, amended, extended or considered waived in any way, except in writing, with an additional Addendum, signed by both Client and Company, or by an authorized signatory for either party. 


If any term of this Membership Agreement is found to be invalid, void, or unenforceable under applicable law, the other provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.


This Membership Agreement is not assignable, delegable, sub-licensable, or otherwise transferable.

 

NOTICE.


All notices, requests, demands, and other communications regarding this Membership Agreement shall be in writing, sent via the US mail, addressed as follows:

 

Simple Nutrition LLC

1602 Colonial Ave

Greensboro, NC 27408

 

SIGNATURES.

 

Client and Company agree that electronic signatures are a valid form of signature for this Membership Agreement. 

 

Client has the opportunity to consult with an attorney and to have all questions answered by Company prior to signing this Membership Agreement.  By signing below, Client and Company agree to all of the terms of this Membership Agreement.

 

 

 

 

___________________________________                                      _______________

Client Signature, by <insert Client’s full name here>                Date

Under authority as <insert Client’s position with Company here, e.g. President>

Of <insert Client’s business name here>

 

 

 

___________________________________                                      _______________

Company Signature, by <Megan Hadley>                      Date 10/03/2021

Under authority as CEO

Of Simple Nutrition LLC