Calm the Flare: Emergency Stomach Symptom Toolkit Agreement

This Program Agreement (hereinafter referred to as the “Agreement”) is made effective on the date of purchase (hereinafter referred to as the “Effective Date”), made by and between JW Nutrition LLC  (hereinafter known as the “Company”) and the purchaser] (hereinafter referred to as the “Purchaser”). Together, the Company and the Purchaser are collectively referred to herein as the “Parties”. 

WHEREAS, the Company provides a self-paced program (“Services”); and

WHEREAS, the Purchaser wishes to retain the Company and accepts the terms of the Agreement as set forth herein for the Company to provide such Services.

NOW THEREFORE, in consideration of the mutual covenants stated herein, the Parties agree as follows.

DESCRIPTION OF SERVICES

 

The Company agrees to provide video lessons, documents, and spreadsheets for the Calm the Flare: Emergency Stomach Symptom Toolkit (hereinafter referred to as the “Program”). The Program includes:

• Self-paced material in the form of video lessons, documents, and spreadsheets
• The Purchaser is not a Client of the Company and cannot ask questions or receive additional support outside the Program.

DISCLAIMER

 

 

The Purchaser understands that the Company is a Functional Diagnostic Nutrition Practitioner. 

The Company is not a nutritionist, therapist, or licensed medical professional, and therefore the Purchaser needs to discuss and clear any and all changes to the Purchaser’s lifestyle, food intake, exercise regimen, or medical treatment with his/her physician before implementing changes or habits suggested by the Company. The Purchaser confirms that s/he has or will discuss any and all changes to his/her diet, exercise regimen, supplements, medications, or lifestyle with his/her physician or qualified medical professional before implementing any suggested or offered changes, additions, or alterations to his/her lifestyle.  The Purchaser understands that the Company is not a nutritionist, physician, medical professional, and/or a psychotherapist or psychologist. 

Further, the Company has not promised, nor shall she be obligated to: (1) act as a therapist by providing psychological counseling, psychoanalysis or behavioral therapy, (2) assist anyone with a serious medical condition to resolve, manage, or improve that medical condition, and/or (3) assist anyone not under the care of a physician or medical professional while implementing healthy changes in his/her life.

EXPECTATIONS

 

The Company requests the Purchaser to:

• Use the material provided in the Program as needed.

TERM

 

The Program is self-paced and includes no additional coaching or support from the Company.. The Purchaser understands that the Parties do not have a relationship as a result of the purchase of the Program.

TERMINATION

 

The Company is committed to providing the Purchaser with a positive experience in the Program. By agreeing to and signing the Agreement, the Purchaser understands that the Company may, in its sole discretion, terminate the Agreement and limit, suspend, and/or terminate the Purchaser’s participation in the Program without a refund or forgiveness of monthly payments if the Purchaser becomes disruptive or violates any term of the Agreement. 

If the Purchaser chooses to terminate the Agreement at any time, no refunds will be issued.

PAYMENT

 

The total price of the Program is one payment of $27.00 USD. The Purchaser shall pay via Credit Card or PayPal prior to enrollment in the Program.

REFUND POLICY

 

By enrolling in the Program, the Client agrees to the following terms regarding refunds: THERE ARE NO REFUNDS OFFERED.

Due to the electronic nature of the Program, no refunds will be issued after purchase. All sales are final.

CONFIDENTIALITY

 

The Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party throughout the Term of the Program (“Confidential Information”). 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 Effective Date shall survive the termination, revocation, or expiration of the Agreement.

Notwithstanding anything in the foregoing, in the event that the Purchaser is required by law to disclose any of the Confidential Information, the Purchaser will (i) provide the Company with prompt notice of such requirement prior to the disclosure, and (ii) give the Company all available information and assistance to enable the Company to take the measures appropriate to protect the Confidential Information from disclosure.

NON-DISCLOSURE OF COMPANY MATERIALS

 

Material given to the Purchaser in the course of the Program is proprietary, copyrighted and developed specifically for and by the Company. The Purchaser agrees that such proprietary material is solely for the Purchaser’s own personal use. Any disclosure to a third party is strictly prohibited.

The Company’s Program is copyrighted and the original materials that have been provided to the Purchaser are for the Purchaser's individual use only and are granted as a single-user license. The Purchaser is not authorized to re-sell, share, or use for profit any of the Company’s intellectual property. All intellectual property, including the Company’s copyrighted program and/or course materials, shall remain the sole property of the Company. No license to sell or distribute the Company’s materials is granted nor implied.

Further, by signing below, the Purchaser agrees that if the Purchaser violates, or displays any likelihood of violating, any of the Purchaser’s agreements contained in this paragraph, the Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

INDEMNIFICATION

 

Purchaser agrees to indemnify and hold harmless the Company, its affiliates, officers, directors,  agents, employees, representatives, successors, independent contractors, and assigns from all direct and third party claims, demands, losses, causes of action, damages, lawsuits, expenses, fees, including attorneys’ fees, costs, and judgments that may be asserted against the Company, by any third parties that result from the errors, negligence, acts, and/or omissions of the Purchaser and/or the Company. 

ARBITRATION

 

Any controversy or claim between the Parties shall be settled by arbitration before a single, mutually agreed upon arbitrator under the then current rules of the American Arbitration Association (“AAA”). If the Parties cannot agree upon an arbitrator, then each party shall appoint one arbitrator and then both arbitrators, in turn, shall appoint a third neutral arbitrator to hear the matter. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in a state court of Georgia. The arbitration hearing shall be held in the state of Georgia. Each party shall pay its own costs and expenses related to the arbitration, and shall split the cost of the arbitrator equally. The arbitrator will have no authority to award punitive or other non-compensatory damages to either party. No damages excluded by or in excess of any damage limitations set forth in this Agreement shall be awarded. The sole remedy for the Purchaser shall be a refund of any amount paid to the Company.

APPLICABLE LAW

 

The Agreement shall be governed by the laws of the state of Georgia. 

ENTIRE AGREEMENT; AMENDMENT; HEADINGS

 

The Agreement constitutes the entire agreement between the Parties with respect to their relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth by writing, specifying such waiver, consent, or amendment, signed by both parties. 

The headings of Sections in the Agreement are provided for convenience only and shall not affect its construction or interpretation.

COUNTERPARTS

 

The Agreement may be executed in one or more counterparts (including by means of mail or electronic mail/e-mail via PDF), each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

SEVERABILITY

 

The provisions of the Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity and enforceability of any other provision hereof. If any Section, subsection, sentence, or clause of the Agreement shall be adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall have no effect on the Agreement as a whole or on any Section, subsection, sentence, or clause hereof not expressly so adjudged. 

WAIVER

 

The waiver or failure of the Company to exercise waiver in any respect, for any right provided herein, shall not be deemed a waiver of any further right pursuant to the Agreement.

NO ASSIGNMENT

 

The Agreement may not be assigned by either of the Parties without the express, written consent in advance of the other Party.

FORCE MAJEURE

 

In the event that any cause beyond the reasonable control of either of the Parties, including, but not limited to: acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under the Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.

NO GUARANTEES, WARRANTIES OR REPRESENTATIONS

 

The Purchaser understands and agrees that the Purchaser is 100% entirely responsible for his/her progress and results experienced from the Program. The Company will help guide and support the Purchaser, but the Purchaser’s participation in, and dedication to, the Program is one of many vital elements to the Program’s success. 

The Company has not and does not make any warranties, guarantees, or representations, verbally or in writing, regarding the Purchaser’s performance, results, income, revenue, or success. The Purchaser understands that due to the nature of the Program, the results experienced by each Purchaser may vary. The Company does not make any guarantees other than that the Services offered in the Program shall be provided to the Purchaser in accordance with the terms of the Agreement. 

I HEREBY CERTIFY THAT I, THE PURCHASER, HAVE READ AND AGREED TO THE AGREEMENT AS STATED ABOVE.