TERMS AND CONDITIONS
MEMBER BENEFITS. During the Term of this Agreement, Kindful Body agrees to provide to the Member the benefits that are outlined in Exhibit A of this Agreement, which is incorporated herein by reference. Kindful Body reserves the right to make changes to membership benefits at any time, without prior notification.
NOT MEDICAL SERVICES. Member/Guardian understands and acknowledges that Kindful Body is not providing medical or therapeutic services of any kind through the membership. Through the membership services, Member will receive education to enhance their knowledge of health as it relates to foods, dietary supplements, and behaviors associated with eating. Kindful Body’s staff will not diagnose any illness, disorder, or other medical condition as part of the membership services, and Member/Guardian understands that Kindful Body is only offering the membership meal support services expressly described within Exhibit A under this Agreement, which are informational and educational only and not intended as a substitute for diagnosis, medical advice, medical nutrition therapy or psychological treatment. Member is advised to consult with a medical provider before taking an action recommended by Kindful Body that may result in an adverse reaction, illness, injury, or other harm, no matter how slight.
MEMBER/GUARDIAN OBLIGATIONS. Member/Guardian understands and agrees that, in order to increase the likelihood of success of the membership services, Member must cooperate with all requests made by Kindful Body, such as requests for Evaluations (as defined herein). During the Term of this Agreement, Member/Guardian shall adhere to the protocol, rules, requirements, and limitations described in this Agreement. In the event that Member/Guardian does not comply with these specific obligations, this Agreement may be terminated by Kindful Body immediately without prior notice, with no refund due to Member/Guardian.
MEMBERSHIP FEE.
The Fee. If the Member is not a current client of Kindful Body receiving weekly or bi-weekly individual psychotherapy or nutrition counseling services, they will be billed the Membership Fee agreed to above each month on the day of month that they enrolled in the program. In the event that the Member becomes a client of Kindful Body in the future, the Membership Fee shall be waived for the duration of the client relationship with Kindful Body. In the event that Kindful Body is not able to collect payment, Kindful Body will not provide additional membership services to Member until any outstanding Membership Fees are paid in full. Notwithstanding the foregoing, in the event of non-payment by Member, Kindful Body may choose to terminate this agreement immediately, at no penalty to Kindful Body. Kindful Body reserves the right to make changes to Membership Fee for subsequent membership months at any time, without at least thirty (30) days’ notification.
Satisfaction. The obligation of the Member/Guardian to make payment to Kindful Body, if the Member is not a current client of Kindful Body, according to the terms of this Agreement is not conditioned on Member’s subjective satisfaction with the results of any membership services under this Agreement. Member/Guardian understands and expressly agrees that delivery of the membership services under this Agreement by Kindful Body shall obligate Member/Guardian to make payment and payment shall not be withheld due to Member’s unhappiness with membership services that substantially conform with the membership services offerings in effect at any time.
CONFIDENTIALITY. Kindful Body will keep notes or other documentation (“Documentation”) as a record of the services rendered through the membership. Documentation will be stored in a secure location. Documentation may include individually identifiable information regarding the Member’s medical history, mental or physical condition, or treatment (the “Medical Information”). Medical Information, personal information, and other potentially sensitive information revealed by Member/Guardian through the membership services shall be kept strictly confidential unless Member/Guardian consents to sharing any such information by way of a signed release. Notwithstanding the foregoing, generally Medical Information may be released without a signed waiver when required: (i) by court order; (ii) by a board, commission or administrative agency for purposes of adjudication; (iii) by a party to a legal action before a court, arbitration, or administrative agency, by subpoena or discovery request; (iv) by a board, commission or administrative agency pursuant to an investigative subpoena; (v) by an arbitrator or arbitration panel, when arbitration is lawfully requested by either party; (vi) by lawful search warrant; (vii) at the request of a coroner acting in their official capacity; and/or (viii) when otherwise specifically required or allowed by applicable law. Member/Guardian should refer to Kindful Body’s Notice of Privacy Practices, which will be provided to Member/Guardian if applicable and is incorporated herein by reference, for information regarding Kindful Body’s compliance with such confidentiality obligations.
EVALUATIONS. The Member/Guardian understands and expressly agrees to complete all paperwork, intakes forms, or questionnaires (the “Evaluations”) requested of Member/Guardian by Kindful Body in the timeline identified and required by any such Evaluations. Member/Guardian understands that these Evaluations are necessary to ensure that Kindful Body is able to provide the membership benefits to Member. Kindful Body shall not be responsible for any dissatisfaction in the membership due to Member’s untimely completion or failure to complete any Evaluations. In the event that a Member/Guardian fails to complete any Evaluations in the timeline required, Kindful Body may terminate this Agreement for breach and will not be required to continue to offer the membership services to Member.
INTERIM COMMUNICATION: Outside of the scheduled coaching or support group times, Member/Guardian agrees only to contact Kindful Body when necessary and appropriate via Recovery Record, email, or phone calls only. Member/Guardian should not contact Kindful Body through text or direct messages through social media platforms, unless otherwise agreed to in advance by Kindful Body. Any transmission of sensitive information via digital communication is at Member’s own risk. Member/Guardian understands and agrees that, if they need to communicate with Kindful Body urgently, they will clearly state the urgency in their communication. In the event that Member/Guardian does not clearly state the urgency of their communication or is unable to respond in a timely manner, Kindful Body shall not be responsible for any damages arising from untimely response. Notwithstanding the foregoing, Member/Guardian understands and agrees that Kindful Body is not providing crisis intervention or emergency services to Client, and Kindful Body shall not be required to respond to Member’s communications in an urgent or timely fashion. In the event of any emergency, Member/Guardian understands and agrees to call 911 or the appropriate crisis hotline.
NON-EXCLUSIVE. This Agreement is non-exclusive. Kindful Body is free to provide the membership to other parties during the Term of this Agreement, provided that such provision of services to others does not materially interfere with the terms and obligations of this Agreement.
SCHEDULED MEETINGS AND CALLS. In the event that a meeting or call is scheduled between Kindful Body and Member, the parties will use either Kindful Body’s video conference platform (such as Google Meet). Kindful Body will provide the link or phone number to Member, but it is Member’s responsibility to ensure it is able to access the event location. Member will join the meeting or call; Kindful Body will not call or add Member, unless explicitly agreed to ahead of time. There is a 5 minute grace period for joining a meeting or call. In the event that Member is more than 5 minutes late to a scheduled meeting or call or fails to join a scheduled meeting or call, Kindful Body may cancel the call. Rescheduling meetings or calls is at the discretion of Kindful Body, based on the availability of Kindful Body’s employees.
INTELLECTUAL PROPERTY. The parties shall each retain ownership of, and all right, title and interest in and to, their respective, pre-existing Intellectual Property ("Intellectual Property" shall mean logos, illustrations, trademarks, works of authorship, trade secrets, techniques, know-how, ideas, concepts, designs, and other content or media utilized or created by either party), and no license therein, whether express or implied, is granted by this Agreement or as a result of the services performed hereunder, with the exception of the Intellectual Property owner’s permission for the receiving Party to use such Intellectual Property for the purposes of this Agreement.
Kindful Body grants to Member/Guardian a worldwide, perpetual, non-exclusive, non-transferable, revocable license to use the results, reports, documents, pamphlets, infographics, models, templates or any other materials (“Content”) delivered by Kindful Body, solely for Member’s personal use of that Content as part of the membership services. Member/Guardian shall not attempt to modify, transfer, resell, redistribute, or otherwise share the Content with any third-party, whether in exchange for a fee, something of value, or as a favor with no expectation of compensation. Kindful Body shall retain ownership of and unrestricted right to use any Content. The services performed and any Content produced or provided pursuant to this Agreement are not "works for hire."This license shall only be revoked upon termination of this Agreement, and thus, the Member’s membership.
ADDITIONAL SERVICES. Both parties understand the nature of the services to be provided under the membership. Should the Member/Guardian desire to request additional services outside of the scope of the Membership Fee agreed upon, Member/Guardian shall notify Kindful Body and Kindful Body will bill for all additional services on a per-service basis, based on Member’s requests. Any additional services may be subject to additional written agreement.
UNUSED SERVICES. All packages will be billed without deduction or adjustment for unused coaching hours or any other services included in the membership. Unused coaching hours will not roll over to the next month under any circumstances. Member/Guardian understands that this allows Kindful Body to ensure it has the bandwidth to provide services to all Members and clients.
REPRESENTATIONS AND WARRANTIES. Kindful Body represents and warrants that Kindful Body has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations required of it. Kindful Body represents and warrants that all employees or independent contractors of Kindful Body that will be providing the membership services under this Agreement are registered dietitians that are permitted to practice in this field within the state of California. MEMBER/GUARDIAN EXPRESSLY UNDERSTANDS AND AGREES THAT MEMBER’S PARTICIPATION IN THE MEMBERSHIP SERVICES IS AT MEMBER’S SOLE RISK AND THAT THE MEMBERSHIP SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. Member represents and warrants that Member/Guardian if applicable, has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations.
LIABILITY.
INDEMNIFICATION: Each party shall defend indemnify and hold harmless the other party, including the officers, directors, shareholders, employees, representatives, agents, successors and assigns of Kindful Body, from and against all claims of third parties, and all associated losses, to the extent arising out of (a) party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a party of any of its representations, warranties, covenants or obligations under this Agreement.
Sole and Exclusive Remedy. The parties agree that Member’s sole and exclusive remedy for any liability that arises under this Agreement, KINDFUL BODY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE TOTAL MEMBERSHIP FEES PAID IN THE TWELVE MONTHS PRIOR TO A CLAIM OR MEMBER’S ACTUAL DIRECT DAMAGES. IN THE EVENT THAT Member/Guardian IS A CURRENT CLIENT OF KINDFUL BODY AND NO MEMBERSHIP FEES HAVE BEEN PAID, THE AGGREGATE LIABILITY IS LIMITED TO THE VALUE OF THE MEMBERSHIP SERVICES RECEIVED, BASED ON THE THEN-CURRENT MEMBERSHIP FEE AMOUNTS ASSESSED TO NON-CLIENT MEMBERS.
Limitation of Liability. EXCEPT FOR KINDFUL BODY’S CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL KINDFUL BODY OR ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, STATUTORY, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF THE MEMBER AND THEIR GUARDIAN, IF APPLICABLE, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
GOVERNING LAW. This Agreement will be governed by the laws of the State of California. The parties agree that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in the courts of the County of San Mateo, and the parties consent to the jurisdiction of such courts. If any claim of dispute arising out of, or relating to, this Agreement is not settled promptly in the ordinary course of business, the parties shall seek to resolve such dispute between them, first, by negotiating promptly in good faith. If a legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses.
NOTICE. Any notice to be given hereunder, will be given in writing by email, prepaid receipted mail, personal courier, or overnight courier and will be effective as follows: (a) when verified by written receipt if sent by mail, personal courier, or overnight courier; or (b) when verified by automated receipt or electronic logs if sent by email.
TERMINATION. Member/Guardian may terminate the Agreement upon thirty (30) days’ written notice to Kindful Body, for any reason. Kindful Body may terminate the Agreement upon seven (7) days’ written notice, for any reason. In the event of a material breach by Member, Kindful Body may terminate this Agreement immediately and without notice. There are no refunds for prepaid months or membership services.
FORCE MAJEURE. Excluding Member’s payment obligations, neither party shall be deemed in breach of this Agreement if a party is unable to perform its obligation hereunder or any portion thereof by reason of fire, earthquake, labor dispute, act of a public enemy, death, illness or incapacity of a key employee, or any local, state, federal, national or international law, governmental order or regulation, or any other event beyond Kindful Body’s control (collectively “Force Majeure Events”). Upon occurrence of any Force Majeure Event, the affected party shall give notice to the other party of its inability to perform. If a Force Majeure Event lasts for thirty (30) days or more, a party may terminate this Agreement immediately upon notice.
COUNTERPARTS, SUCCESSORS AND ASSIGNS. As of the Effective Date, each person executing the Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute the Agreement and to bind the party with respect to all of its obligations under the Agreement. The Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. The Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
ENTIRE AGREEMENT. The Agreement states the entire agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting its subject matter. The Agreement is a fully integrated agreement. Except for modifications to the details of the services that are allowed under this Agreement by notice only, this Agreement may only be amended by an agreement in writing executed by both parties.
INDEPENDENT SERVICE PROVIDER. The relationship of the parties under this Agreement is one of client and independent service provider, and no employment, agency, or similar relationship is created by this Agreement or the parties’ related conduct.
HEADINGS. The headings, titles, and captions contained in the Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of the Agreement.
WAIVER AND SEVERABILITY. 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 effect. Any failure by Kindful Body to require Member’s performance of any provision in this Agreement shall not affect Provider’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
EXHIBIT A - COACHING MEMBERSHIP DETAILS
About the Coaching Membership:
The services offered under this membership are coaching services, and are not therapeutic in nature or a substitute for individual medical nutrition counseling. Kindful Body will be coaching clients using the principles of intuitive eating for building tools for self care and eating habits.
Coaching Membership Services Available:
The meal support coaching program currently offers:
Live Online Weekly Meal Support - You will be dining with a Kindful Body dietitian and peers to practice pacing and accountability, in community. Meal support includes a brief check-in and check-out about hunger, fullness and feelings, as well as guidance from a dietitian to reduce disordered eating behaviors.
Weekly Recovery Record Coaching - Your Recovery Record logs will be reviewed 1x per week on the same day to provide feedback on intake patterns, input and ideas on your meal choices from an all foods fit perspective, and support on how to potentially reduce eating disorder behaviors and disordered thoughts around food. To get the most out of your Recovery Record Coaching logging thoughts, urges, and behaviors (not just your food) is recommended.
Kindful Body’s Intuitive Eating Video Library - You will have access to our library of videos covering the principles of Intuitive Eating and corresponding worksheets to help you practice and cultivate resources for nourishing your body and your self care.
Kindful Body's exclusive resources, including:
- Kindful Body's Hunger and Fullness Scale
- Kindful Body's Feelings Wheel
- Kindful Body's Favorite Coping Strategies
- Kindful Body's Favorite Journal Prompts
YOUR SIGNATURE ACKNOWLEDGES YOUR INTENTIONS TO EXECUTE THIS AGREEMENT IN AN APPROPRIATE MANNER AND TO THE BEST OF YOUR ABILITY: