Nutrtion Coaching Terms & Conditions

1. Services. Coach shall provide Nutrition Coaching services to client over the course of four Check-In Coaching Sessions each month during the term of this Agreement (individually “Sessions,” and collectively the “Services”). Each session shall be a maximum of thirty (30) minutes in length, and later sessions may be held entirely over text or SMS communications, without video or audio chat. Coach has no obligation to provide a full thirty minutes of coaching during each session, or to provide nutrition direction or coaching services to client outside of the Coaching Sessions.

2. Compensation. Client shall pay Coach One Hundred and Ninety-Five dollars ($195.00) per month during the term of this agreement, beginning with one payment of $195.00 upon signing this agreement (the “Initial Payment”). The Initial Payment shall cover the first month of the Term of this Agreement, including Four (4) Sessions to be scheduled during said first month. Thereafter, Client shall pay Coach $195 in advance of each month during the Term, which payment shall serve as compensation for a set of four consecutive Sessions (each set of four sessions referred herein to as a “Series”) to be scheduled during said month. Advance payment for each month shall be due according to the Payment Schedule attached as Addendum A to this Agreement. All four Sessions of each Series must be scheduled within thirty (30) days of Coach’s receipt of Client’s payment for the Series. Payment made from Client to Coach shall be non-refundable, regardless of how many Sessions of a Series Client actually schedules or attends.

Coach will make good-faith efforts to accommodate Client’s schedule and find times and dates for Sessions that are convenient for Client, including rescheduling individual Sessions at Client’s request. However, individual scheduled Sessions shall not be eligible for rescheduling within twelve (12) hours of the scheduled Session. If Client fails to notify Coach of a need to reschedule a Session at least twelve hours in advance of the Session, the Session shall be considered one of the four Sessions in the current Series, as if Client had attended the Session with Coach, notwithstanding Clients’ actual presence or absence at said Session.

3. Term. This Agreement and the Parties' obligations hereunder shall commence on the date first above written, and shall terminate Three (3) months after it commences (the “Initial Term”), with the exception that this Agreement shall be renewed automatically and in its entirety for an additional month upon payment by Client to Coach for any and each additional month of service. The period of this Agreement following the Initial Term shall be referred to as the Extended Term.

4. Expenses. Expenses will not be charged for Coach’s performance of these Services, with the exception that Coach may charge client for reasonable expenses if Coach notifies Client of said expenses in advance, and Client approves of said expenses. Coach does not anticipate charging Client for Expenses under this Agreement. Client shall furnish, at his or her own expense, all ingredients, food items, equipment, supplies, and other items necessary for Client to participate in the Services in compliance with Coach’s nutrition coaching. Failure by Client to furnish these ingredients, food items, equipment, supplies, and other items shall not be considered breach of this Agreement.

5. Independent Contractor. Coach, in the performance of this Agreement, shall be and act as an independent contractor. Coach understands and agrees that it and all of its employees shall not be considered officers, employees, agents, partners, or joint venturers of Client, and are not entitled to benefits of any kind or nature normally provided employees. In the performance of the Services herein contemplated, Coach shall have the sole authority for controlling and directing the performance of the details of the Services.

6. Termination.

6.1. Client may, at any time, with or without reason, terminate this Agreement by providing Coach written notice of Client’s intent to terminate. Notice shall be deemed given when received by Coach or no later than three (3) days after the day notice is sent, whichever is sooner. In no event shall Client receive a refund for payment provided, even if Client has not yet made use of every Session in a Series which Client has provided upfront payment for.

Coach will be damaged if Client terminates this Agreement before the expiration of the Initial Term. Such damages (including opportunity costs, and time and effort spent) being difficult to calculate, Client agrees to pay Coach $150 as compensation for terminating this Agreement before the expiration of the Initial Term. Such payment shall be Coach’s exclusive remedy for termination within the Initial Term, unless Client, through action or omission, otherwise damages Coach or breaches this Agreement.

6.2. Coach may, upon two days' notice, with or without reason, terminate this Agreement by providing Client with written notice of Coach’s intention to terminate. Notice shall be deemed given when received by Client or no later than three (3) days after the day notice is sent, whichever is sooner. Upon this termination, Coach shall reimburse Client for Services which Client has paid for but not yet received, at the rate of $30.00 per Session. Notice shall be deemed given when received by Client or no later than three (3) calendar days after the day notice is sent, whichever is sooner.

7. Indemnification and Liability. To the furthest extent permitted by California law, Client shall indemnify, and hold harmless Coach, as well as Coach’s agents, representatives, officers, consultants, employees, trustees, and volunteers (“the Indemnified Parties”) from any and all claims, arising out of, pertaining to or relating to the Services. Client shall, to the fullest extent permitted by California law, defend the Indemnified Parties at Client’s own expense, including attorneys' fees and costs, from any and all claims arising out of, pertaining to, or relating to the

negligence, recklessness, or willful misconduct of Client. Coach shall have the right to accept or reject any legal representation that Client proposes to defend the indemnified parties.

IN NO EVENT SHALL COACH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY DAMAGES (INCLUDING CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES) ARISING OUT OF OR PERTAINING TO THE SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COACH OR CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL COACH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COACH FOR ONE SERIES OF FOUR SESSIONS UNDER THIS AGREEMENT.

8. Assignment. The obligations of the either Party pursuant to this Agreement shall not be assigned without the other Party’s consent.

9. Certificates/Permits/Licenses/Registration. Coach shall ensure that Coach’s certification as a Nutrition Coach is and remains current during the furnishing of services under this Agreement.

10. Notice. Any notice required or permitted to be given under this Agreement shall be deemed to have been given in writing if sent by email or text message.

11. Integration/Entire Agreement of Parties. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by both Parties.

12. California Law. This Agreement shall be governed by and the rights, duties and obligations of the Parties shall be determined and enforced in accordance with the laws of the State of California.

13. Waiver. The waiver by either party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained.

14. Severability. If any term, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired or invalidated in any way.

15. Calculation of Time. For the purposes of this Agreement, “days” refers to calendar days unless otherwise specified.

16. Signature Authority. Each party has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each Party has been properly authority and empowered to enter into this Agreement.

17. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document.