THIS AGREEMENT is made as of purchase date between Women's Bariatric Nutrition, LLC ("Company") and Purchasee (“Client”) (collectively as the “Parties”).

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

Term. This Agreement shall be effective as of purchase date and shall continue until completion of the Services outlined in Exhibit A.
Services and Warranties. The Parties shall perform the Services described in this Agreement and Exhibit A.

Client represents and warrants that:
Client has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein; and, Client has no other agreements with any other party that would conflict with this Agreement.

Company represents and warrants that:
Client will perform the Services: i) in a timely, diligent, professional, and workmanlike manner; ii) in accordance with the Agreement; and, iii) in compliance with all applicable laws and regulations;
Company has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein; and,
Company has no other agreements with any other party that would conflict with this Agreement;
Compensation. Client shall pay Company the fees in US dollars as indicated in Exhibit A. Company has sent an invoice to Client with a summary of all sums owed. You agree to pay in 6 monthly payments of $741 totaling $444 USD. Payments on all invoices are due by agreed upon time. All acceptable methods of payment will be indicated on the invoice.
Failure to pay may result in temporary or permanent suspension of Services.
In the event that Company incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Company for all such expenses.
Expenses. Client shall not be liable to Company for expenses paid or incurred by Company, except for those fees that the Parties agree to in writing.

Changes/Revisions. This Agreement is limited to the Services outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Services, Company will provide an estimate for the completion of such new work or changes.
Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 14 days’ written notice to the other party. No refunds will be granted for amounts already paid to Company.
Neither Party shall be liable to the other, as a result of the Termination, for damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases, or commitments in connection with the business or goodwill of Client or Company.

Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any third party any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. Confidential Information includes business methods, business policies, business strategies, business plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of the Parties. Confidential information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.

Disclaimer. There is no guarantee that Client will see positive results using the techniques and materials provided in the Program. Company assumes no management responsibility for Client's decisions or for policies or practices that Client implements. The Company is not treating or diagnosing any conditions. This is a coaching program and not Medical Nutrition Therapy.

Ownership of Intellectual Property. All original materials provided by Company to Client as part of the Program are owned by Company. Any original materials are provided for Client's individual use only. Client is not authorized to use or transfer any of Company's intellectual property. All intellectual property remains the property of Company. No license to sell or distribute is granted or implied.
Indemnification. Client agrees to defend, indemnify, and hold Company, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of Client's action(s) under this Agreement.

Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.

Assignment. This Agreement shall not be transferred or assigned, in whole or in part, by either Party to any third party without the express written consent of the other Party.
Notice. Except as otherwise provided herein, all notices that either party is required or may desire to give the other party shall be in writing to the following addresses. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.

Company Name: Women's Bariatric Nutrition, LLC
Company Email: hello@womensbariatricnutrition.com

Miscellaneous.
If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.

Any rights or obligations contained herein that, by their nature, should survive termination of the Agreement shall survive, including, but not limited to representations, warranties, intellectual property rights, indemnity obligations, and confidentiality obligations.
Any failure of either party to enforce any provision of this Agreement, or any right or remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation of, that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

Each party has participated in negotiating and drafting this Agreement, such that if any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if the Parties had drafted it jointly, as opposed to being construed against a party by reason of the rule of construction that a document is to be strictly construed against the party on whose behalf of the document was prepared.
The Agreement may be executed in several counterparts, all of which taken together will constitute one single agreement between the Parties. The parties expressly agree that with respect to this Agreement, a facsimile or electronic signature or executed document which has been formatted as a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.
This Agreement, along with all attachments, represents a single agreement, as well as the entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement between the Parties, whether written or oral, with respect to the subject matter, and may be modified or amended only by a writing signed by the party to be charged.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first written above.


EXHIBIT A
SCOPE OF WORK

Name of Services: 1:1 Private Coaching and Voxer for 6 Months

Timeline:
We will use the Voxer app to communicate as needed during the weekdays: Monday through Friday for the period of 6 months from when the program begins.

Payment Amount and Schedule:
The fee for this program is $4,444 for 6 months. You agree to pay in 6 installments of $741 US dollars.

Description of Deliverables:
Client and coach will discuss coaching related topics through weekly calls and on the Voxer app as needed. You have the choice to schedule up to 24 calls. You may use the Voxer app as needed. After purchase, Purchase must begin their private coaching sessions and Voxer app messaging within 90 days.
This is not Medical Nutrition Therapy and is not reimbursable through health insurance.

Refund Policy:
No refunds are available.

EXHIBIT B
Confidentiality. Client agrees that they will not disclose to any third party any confidential information belonging to other Program Participant without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the law. “Confidential Information” includes business methods, business policies, business strategies, business plans, procedures, techniques, research, or any other relevant details relating to or dealing with the business operations or activities of Program Participants. Confidential Information is not limited to a specific medium and can be oral, written or physical in format. The confidentiality obligations set forth in this Agreement shall survive 10 years after termination or expiration of the Agreement.
Disclaimer. There is no guarantee that Client will see positive results to their business using the techniques and materials provided within the Program. No other Program Participant assumes any management responsibility for Client's decisions or for policies or practices that Client implements.
From time to time, Program Participants may hold professional degrees or licenses, such as lawyers or accountants. As part of the Program, these Program Participants may offer guidance or advice to Client. Participation in the Program does not create a client relationship with any other Program Participant. Any advice provided in the Program should not replace the advice that you receive from professionals with whom you have established a client relationship.
Ownership of Intellectual Property. From time to time, a Program Participant may share their original materials with other Program Participants. Any original materials shared with Program Participants belong to the creator of the materials and are provided for individual use only. Client is not authorized to use or transfer intellectual property received as a result of membership in the Program. No license to sell or distribute is granted or implied. This paragraph does not apply to ideas that are not yet protected by copyright or trademark laws and does not protect Program Participants from expressions of similar ideas. Program Participants should exercise caution when sharing confidential business plans or concepts.

Notice of Privacy Practices
During your treatment at Women's Bariatric Nutrition, LLC we may gather information about your medical history and current health. This notice explains how that information may be used and shared with others. It also explains your privacy rights regarding this kind of information. The terms of this notice apply to health information created or received by Women's Bariatric Nutrition, LLC
Women's Bariatric Nutrition, LLC is committed to protecting patient privacy. We are required by law to provide you with this Notice of Privacy Practices and to: make sure that medical information that identifies you is kept private; give you this notice of our legal duties and privacy practices with respect to medical information about you; follow the terms of the notice that is currently in effect; and notify you in the event there is a breach of any of your unsecured protected health information.
When We May Use and Disclose Your Medical Information with Your Written Authorization
With your authorization – For any purpose, including those described below, we may use or disclose your health information when you have given us your written authorization.
2. Marketing – We will obtain your written authorization before using your health information to send marketing materials.
3. Highly confidential information – There are additional protections for certain confidential health information. For example: psychotherapy notes, diagnosis, prognosis or treatment for alcohol or drug dependency, HIV testing or results, etc.
4. Selling your information – We will not sell your medical information without your written authorization.
5. When We May Use and Disclose Your Medical Information without Your Written Authorization
As part of our services, we will obtain and store information you share with us in our computer system. Your record belongs to our practice, but we do not own your health information. We are permitted by law to use or disclose your health information for the following purposes without your authorization.
Payment – We may use or disclose your information to obtain payment for services.


Treatment - We may disclose your information to another health care provider so they can treat you or to provide information about treatment alternatives.


Health care operations – This includes using your information for certain activities that are necessary to operate the practice and ensure that patients receive quality care. For example, we may use your information to review the performance of our staff.


Reminders – To remind you of appointments for the purposes of care coordination.


As required by law – We will disclose your medical information if we are required to do so by federal, state or local law.


Business Associates – We may disclose information about you to our business associates so they can perform the services that we have contracted them to do for us. For example, we may disclose your information to attorneys, collection and accreditation organizations, etc.


Public health activities – We may use and disclose your medical information when necessary to prevent a serious threat to your health and safety, or the health and safety of the public or another person.


Special Circumstances – We may use and disclose your medical information in these special circumstances: Organ and tissue donation Health oversight activities (as required or allowed by law); Judicial and administrative proceedings; Workers compensation; Coroners, medical examiners and funeral directors; National security and intelligence activities; and Law enforcement.
Disclosures We Make Unless You Object To
To maintain our directory – We may include limited information about you in our internal directory while you are a patient. This could include your name and contact information.
Your Rights Regarding Your Medical Information
Inspect and copy your health information – You may request access to your health information to review or request copies of the information. This usually includes medical and billing records maintained by Women's Bariatric Nutrition, LLC. You will receive a copy of your health information within sixty (60) days of your written request to receive such information.


Right to receive an electronic copy of your medical record – You have the right to request an electronic copy of your medical information. If the form and format are not readily producible, we will work with you to create a reasonable electronic form or format within sixty (60) days upon receipt of your written request.


Right to request restrictions on the use or disclosure of your health information – You have the right to request restrictions on the use or disclosure of your medical record to your health plan for payment or health care operations if you have paid in full for the treatment out-of-pocket. This request must be in writing and identify what information you want to limit, how you want to limit the use and/or disclosure, and to whom you want the limits to apply. Please note that it may take up to sixty (60) days for the restrictions to take effect upon receipt of your written request.


Right to request to correct or amend your health information – You may ask us to correct your health information. We will consider all requests and may deny your request for legitimate reasons, for example, if we determine that the record is accurate and complete.


Right to be notified of a breach – We will notify you in the event of a breach of your protected health information.


Right to a paper copy of this notice – You have the right to receive a paper copy of this notice and may ask for a copy at any time.

Changes to this Notice
We reserve the right to change this notice and to make the revised or changed notice effective for medical information we already have about you as well as any information we receive in the future. If the terms of this notice are changed, Women's Bariatric Nutrition, LLC will provide you with a revised notice upon request.


Complaints or Questions
If you believe your privacy rights have been violated, you may file a complaint with us by notifying us in writing at hello@womensbariatricnutrition.com

ACKNOWLEDGMENT OF RECEIPT OF NOTICE OF PRIVACY PRACTICES
Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you have certain rights regarding the use and disclosure of your protected health information, including those listed above and the following:
I understand that I have the right to revoke this authorization, in writing, at any time, except where uses or disclosures have already been made based upon my original permission. I may not be able to revoke this authorization if its purpose was to obtain insurance. In order to revoke this authorization, I must do so in writing and send it to the appropriate disclosing party.


I understand that uses and disclosures already made based upon my original permission cannot be taken back.


I understand that it is possible that information used or disclosed with my permission may be re-disclosed by the recipient and is no longer protected by the HIPAA Privacy Standards.


I understand that treatment by any party may not be conditioned upon my signing of this authorization (unless treatment is sought only to create health information for a third party or to take part in a research study) and that I may have the right to refuse to sign this authorization.