HAPPY HORMONES DIETITIAN (“HHD”) 

CONTRACT TERMS 

• Services. Frances Ellison Clark, MS, RDN, LDN also known as Happy Hormones Dietitian (“HHD”), is very excited to work with you (my “Client”) (collectively as the "Parties")! HHD will provide only the services included in the program, or otherwise described, on HHD’s website www.happyhormonesdietitian.com and paid for by Client. The Client and HHD have agreed that Client would like to participate in a virtual program (“Program”) facilitated by HHD, which is more fully described in Exhibit A (the “Deliverables”). The Parties agree to the following:
• Term. This agreement shall be effective as of the purchase date for Program.
• Payment. Full payment is required at the time of purchase.
• Rescheduling. All rescheduling requests for 1:1  appointments must be in writing delivered by email by HHD or Client to the other party. HHD reserves the right to reschedule a session for any reason. If Client reschedules a session for any reason at least two (2) business days in advance, there will be no reduction in the number of sessions Client receives; otherwise that session will be forfeited. Group coaching classes will not be rescheduled. A recording of all classes will be made available to all group members within 48 business hours after the class takes place.
• 1:1 Cancellations. If Client wishes to cancel 1:1 services included in package purchased as outlined on Program sales page, Client must do so within seven (7) day cancellation as outlined in money-back guarantee outlined on Program sales page. No refunds will be given for cancellation requests after seven (7) days after Program commitment.
• Program Cancellations. A full refund is available within seven (7) days of Program commitment as outlined on Program sales page. No refunds will be given for cancellation requests after seven (7) days after Program commitment.
• Communications. All communications, including all questions, will be asked via email to hello@ellisonclarkrdn.com. Questions asked via HHD Instagram direct message, Facebook direct message, text message or any other individual means of communication will be answered at the discretion of HHD.
• Nature of Services. Client understands that HHD is a Registered Dietitian licensed to consult in the fields of diet and nutrition, but is not a medical doctor. HHD cannot and does not practice medicine, provide medical advice, diagnose disease or medical conditions, prescribe or dispense medications, or make recommendations on the cure, prevention, or treatment for medical diseases or conditions. HHD does not provide medical nutrition therapy (“MNT”). While the health education, information and advice provided by HHD can supplement medical treatment programs, it should never be used as a substitute for the medical advice of a licensed physician. HHD will provide general non-medical nutrition education and information only.
• Confidentiality. All personal information of Client, including the content of medical records and the substance of our consultation sessions, will be held in strict confidence by HHD and will not be disclosed to any third party unless directed by Client in advance in writing delivered by email to HHD. All information shared by the Client in the group Facebook page, community coaching calls, or Voxer application will remain private and not shared outside of the members-only Facebook page and/or community coaching calls. The Client agrees not to disclose to any third party any confidential information without prior written consent. 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.
• Intellectual Property - HHD Materials. All original materials provided by HHD to Client are owned by HHD. Any original materials are provided for Client's individual use only. Client is not authorized to use or transfer any of HHD's intellectual property. All intellectual property remains the property of HHD. No license to sell or distribute is granted or implied.
• Limitation of Liability. Client understands that although HHD’s services are designed to improve Client’s health, HHD cannot and does not warrant or guarantee any particular result. Client agrees to assume all risks, known or unknown, inherent in relying on nutrition advice and recommendations for any purpose. Client agrees to release and hold HHD harmless from and against any claims or damages, including any direct, indirect, incidental or consequential damages, that may arise out of or result from services provided by HHD. HHD assumes no management responsibility for Client's decisions or practices that Client implements. HHD makes no guarantee about Client’s future success based on Client’s participation in the Program.
• Supplements and Medications. Client agrees to provide HHD with a full and accurate list of Client’s medications, herbs and supplements. Client is especially advised to consult Client’s physician with regard to HHD’s advice if Client is taking other medications, herbs and/or supplements. Client understands that any adverse reactions to herbs and supplements may occur and are beyond HHD’s control. Client agrees to take supplement recommendations at Client’s own risk and that the release and hold harmless provisions above apply to any supplement advice given by HHD. 
• Dispute Resolution. These contract terms are interpreted and governed by the laws of the U.S. State of North Carolina, including its “conflicts of law” rules. Client understands and agrees that all of HHD’s services are provided in New Hanover County, North Carolina, regardless of where Client lives or works. Venue for any dispute between HHD and Client will be in New Hanover County, North Carolina. Each party will designate one arbitrator and the two designated arbitrators will select a third arbitrator to serve as the chair of the arbitration panel. If the two arbitrators cannot agree on the third arbitrator, then the AAA will appoint the third arbitrator. Barring extraordinary circumstances, the arbitrators will issue their decision within 120 days from the date the third arbitrator is selected. The arbitrators may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrators’ decision and award will be in writing and will include a statement setting forth the reasons for the disposition of any claim. A dissenting decision will also be set forth in writing. The award rendered by the arbitrators will be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be governed by and construed in accordance with North Carolina law without reference to conflict of laws provisions
• Representations and Warranties. The Parties represent and warrant the following: HHD represents and warrants that: HHD will provide the Deliverables in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with industry standards; and, HHD has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Deliverables, and grant the rights granted herein. HHD has no other agreements with any other party that would conflict with this Agreement. Client represents and warrants that: Client will provide the information needed by HHD to perform the Deliverables, as described herein; Client will consult with appropriate medical providers for all questions and concerns related to medical advice; and, Client has the full and unrestricted right, power, and authority to enter into this Agreement and grant the rights granted herein. Client has no other agreements with any other party that would conflict with this Agreement.
• Changes and Revisions. This Agreement is limited to the Program and Deliverables outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Agreement, HHD will provide an estimate.
• Expenses. Client shall not be liable to HHD for expenses paid or incurred by HHD, except for those fees that the Parties agree to in writing.
• Status. The Parties understand and agree that HHD is an independent contractor, which may contract with subcontractors for completion of the Deliverables. Neither HHD nor HHD's agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with HHD. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. HHD is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.
• Termination. This Agreement may be terminated, in whole or in part, by the Parties upon thirty (30) days’ written notice to the other party. In the event of termination, Client will pay for all amounts due for the Program, including all remaining payment plan payments. No refunds will be granted for amounts already paid to HHD.
• Disclaimer. As part of the Deliverables, HHD will primarily offer support and information to Client. HHD has made every effort to ensure that all Deliverables and the Program are accurate and based on current education standards and information.
• Waiver. Client understands that all changes to Client’s diet or fitness regimens, including changes to food or use of dietary supplements, carries a risk. Client is doing this at Client’s risk. Client is participating in the Program with full knowledge and acceptance of such risks. Client hereby releases HHD from any and all responsibility or liability from injuries or damages to Client’s person resulting from or connected with Client’s participation in the Program.
• Indemnification. Client shall indemnify, defend, and hold HHD harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against HHD in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with HHD's appearance or association with Client, unless such claim arises from HHD's acts or omissions or arises from or is related to breach of any obligation and/or warranty made by HHD hereunder.
• No Warranty. HHD HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICE, IS BEING PROVIDED “AS IS,” WITHOUT ANY TYPE OF WARRANTY WHATSOEVER. IF YOU ARE A CALIFORNIA RESIDENT, BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR."
• Assignment. This Agreement shall not be transferred or assigned to any third party, in whole or in part, by Client without the express written consent of HHD, which may be withheld in HHD's sole discretion.
• 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 addresses in the signature block. Electronic mail is permissible, but will only be considered sufficient notice if the non-sending party affirmatively confirms receipt.
• 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. 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.

EXHIBIT A

SCOPE OF WORK

Name of Services: Understanding Your Cycle ("Program")

Timeline: The Program will be provided online via ThriveCart portal. Client will receive access to all course materials and bonuses for the lifetime of the course. HHD reserves the right to terminate HHPCOS at any time and will provide at least 14-day notice to Client for final access to course materials and resources.

Program Access: Links to the program will be provided via the Client's email address within 24 hours of purchase. 

Payment Amount and Schedule: Payment in full required.

Description of Deliverables:

Client will participate in a virtual educational program focused on ovulation, cycle tracking, and identifying your fertile window. Course materials and resources will be delivered to Client via their ThriveCart portal. All Program members agree to abide by the Participation Guidelines, attached hereto as Exhibit B.

Communication: All communication between Client and HHD regarding Program content will take place via email. HHD will not reply to direct messages or other type of communications related to the Program’s content when deemed necessary.

Refund Policy: No refunds are available after seven (7) days after Program commitment.

EXHIBIT B

Group Program Participation Agreement

HHD is hosting the Program, of which Client is a member. The following are Client's rights and responsibilities as a participant of the Program ("Program Participant"). Client understands that the Program is hosted on a virtual platform and there will be multiple Program Participants in addition to Client.

Any violations of this Group Program Participation Agreement may result in immediate dismissal from the Program. In the event that a Program Participant is dismissed for a violation, HHD will terminate the Agreement and no refund will be due to Client.

• Confidentiality. All Program Participants agree to keep information shared by other Program Participants confidential, as long as such information was shared as in a forum hosted by HHD as part of the Program. Program Participants are prohibited from sharing content, such as screenshots, with any third parties. Failure to abide by this policy will be deemed a violation of the Agreement.

Client will not hold HHD liable for any disclosure of Client’s confidential information made by another Program Participant.

If a Program Participant asks HHD a question through a question via email, HHD will provide an answer within 72 business hours on Monday through Friday, excluding Holidays and dates determined by HHD and provided to Client ahead of time. HHD may provide an answer on Saturday, Sundays and Holidays, but Program Participants should not expect to have an answer on those days.

ThriveCart is a third-party software. Presently, the group is set as secret and may not be accessed by the public. If, at any time, ThriveCart changes its policies or experiences a malfunction, and the Program ThriveCart Portal becomes public, Program Participant is responsible for deleting any confidential information from the Program ThriveCart Portal.

• Code of Conduct. All Program Participants agree to the following Code of Conduct. All Program Participants will treat one another, and all representatives of HHD, with courtesy and respect. The following types of contributions to the Program ThriveCart Portal will not be tolerated and will be deleted:

• Harassment directed toward any third parties, including all other Program Participants and representatives of HHD;
• Spam content;
• Hate speech;
• Defamatory statements regarding HHD or any third party;
• References to illegal acts; or,
• Contributions that may violate the legal rights of a third party.

HHD's sole discretion will be used to determine if a member is in violation of these policies.

• Disclaimer. There is no guarantee that Client will see positive results using the information and materials provided within the Program. No other Program Participants assumes any responsibility for Client's decisions or for practices that Client implements.

From time to time, Program Participants may hold professional degrees or licenses. 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 for any reason. No license to share, 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. HHD reserves the right to terminate access to all course materials, community, and community coaching calls should Client share, sell, or distribute any course materials, community, and community coaching calls. The attempt to share, sell, or distribute any course materials, community, and community coaching calls by the Client or should the Client share, sell, or distribute any course materials, community, and community coaching calls will result in a minimum fine of $100,000 to be paid directly to HHD.

If you feel that we are not abiding by this policy, you should contact us immediately via telephone at 910-367-5279 or via hello@ellisonclarkrdn.com.