By purchasing products, services and programs (“Services”) from EatingVibrantly.com, referred to as this “Site”, and associated subdomains, from Nikki H Stokes (“Provider”), referred to as “we”, “our” and “us”, you (“Client” and collectively, the “Parties”) agree to the following terms of this Purchase Agreement (“Agreement”):
1. Services
The Provider agrees to provide its Services and Client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Services.
This Agreement is in addition to any other terms and conditions applicable to the Site.
2. Disclaimer
Client understands the Provider is not an employee, agent, lawyer, doctor, registered dietician, psychotherapist, nutritionist, psychologist, or other licensed or registered professional. The Provider will not act as a therapist providing psychoanalysis, psychological counselling or behavioral therapy.
Coaching, which is not directive advice, counselling, or therapy, may address overall goals, specific projects, or general conditions in Client’s life or profession. Coaching services may include setting priorities, establishing goals, identifying resources, brainstorming, creating action plans, strategizing, asking clarifying questions, and providing models, examples, and in-the-moment skills training. The Provider promises that all information provided by Client will be kept strictly confidential, as permissible by law.
Client understands these Services will not prescribe or assess micro-and macronutrient levels; provide health care, medical or nutrition therapy services; or diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body. Client understands if they should experience any such issues they should see their registered physician or other practitioner as determined by their own judgment.
If the Client is under the care of a health care professional or currently uses prescription medications, the Client should discuss any dietary changes or potential dietary supplements use with his or her doctor, and should not discontinue any prescription medications without first consulting his or her doctor. Client understands that the information in these Services is NOT medical or nursing advice and is not meant to take the place of seeing licensed health professionals.
3. Sessions
The Provider’s requests for Client’s participation in the Services:
- Please be on time to all appointments. If you will be late, notify the Provider in advance. If you will miss an appointment, notify the Provider at least 24 hours in advance. Appointments missed without 24 hours notice will only be rescheduled at the Provider’s sole discretion.
- Be honest and participate fully. Recognise that our sessions are a safe place to look at what you really want, and what it will take to make it happen.
- Make a commitment to the action plans you create, and do what you have agreed to do.
- Understand that the power of the coaching relationship can only be granted by you, and commit to making the relationship powerful. If you see that the coaching is not working as you desire, communicate and take action to return the power to the relationship.
4. Term
Services are provided on an individual, one-by-one basis (“Term”). Client understands that a relationship with the Provider does not exist between the Parties after the conclusion of the Services. If the Parties desire to continue their relationship, a separate agreement will be entered into.
5. Termination
The Provider is committed to providing all clients in the Services with a positive Services experience. By agreeing to this, Client agrees that the Provider may, at its sole discretion, terminate this Agreement and limit, suspend or terminate Client’s participation in the Services without refund or forgiveness of monthly payments if Client becomes disruptive or upon violation of the terms. If Client decides to terminate this Agreement, no refunds will be issued.
6. Payment
Total price of these Services is as specified at the time of purchase. Client may pay by through PayPal, with a debit or credit card. If a payment is not provided for any reason, the Provider reserves the right to suspend or refuse Services until payment is complete.
7. Refunds
Client is responsible for full payment of fees for the entire Services, regardless of whether Client completes the Services. To further clarify, no refunds will be issued, unless explicitly and clearly included as part of the Services description at the time of purchase.
8. Calls
The Provider calls Client at the scheduled time of appointment. It is Client’s responsibility to schedule monthly calls with the Provider. If Client fails to schedule appointments, those unscheduled appointments are forfeited. If Client needs to reschedule a call with the Provider, Client must give at least 24 hours advanced notice to the Provider. Missed appointments will be forfeited.
Client also understands that any/all scheduled coaching calls and/or other benefits expire at the end of the Term of these Services and will not be carried over.
9. Confidentiality
This 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 during discussions, or otherwise, throughout the Term of these Services (“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 date of purchase shall survive the termination, revocation, or expiration of this Agreement.
10. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing, in the event that Client is required by law to disclose any of the Confidential Information, Client will:
(i) provide the Provider with prompt notice of such requirement prior to the disclosure, and
(ii) give the Provider all available information and assistance to enable the Provider to take the measures appropriate to protect the Confidential Information from disclosure.
11. Non-disclosure of Materials
Material given to Client in the course of Client’s work with the Provider is proprietary, copyrighted and developed specifically for the Provider. Client agrees that such proprietary material is solely for Client’s own personal use. Any disclosure to a third party is strictly prohibited.
The Provider’s products and programs are copyrighted and the original materials that have been provided to Client are for Client’s individual use only and are granted as a single-user license. Client is not authorised to use any of the Provider’s intellectual property for Client’s business purposes. All intellectual property, including the Provider’s copyrighted program and/or course materials, shall remain the sole property of the Provider. No license to sell or distribute the Provider’s materials is granted or implied.
Further, by signing below, Client agrees that if Client violates, or displays any likelihood of violating, any of Client’s agreements contained in this paragraph, the Provider will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.
12. Non-disparagement
Client shall not make any false, disparaging, or derogatory statement in public or private regarding the Provider, its employees, or agents. The Provider shall not make any false, disparaging, or derogatory statements in public or private regarding Client and its relationship with the Provider.
13. Indemnification
Client agrees to indemnify and hold harmless the Provider, its affiliates, and its respective officers, directors, agents, employees, and other independent contractors from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including legal fees and costs, arising out of, or relating to, Client’s participation or action(s) under this Agreement. Client agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Client’s participation under this Agreement, unless expressly stated otherwise by the Provider, in writing.
14. Dispute resolution
If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to the ACICA. The arbitration shall occur within ninety-(90)-days from the date of the initial arbitration demand and shall take place in Melbourne, Victoria. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety-(90)-day period. The written decision of the arbitrators (which will provide for the payment of costs, including legal fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of Victoria, Australia, regardless of the conflict of laws principles thereof.
16. Entire Agreement; Amendment; Headings
This Agreement constitutes the entire agreement between the Parties with respect to its 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 in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
17. Counterparts
This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic mail via portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
18. Severability
Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
19. Waiver
The waiver or failure of the Provider to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
20. Assignment
This Agreement may not be assigned by either Party without express written consent of the other Party.
21. Force Majeure
In the event that any cause beyond the reasonable control of either Party, including without limitation 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 this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
22. Client Responsibility; No Guarantees
Client accepts and agrees that Client is 100% responsible for its progress and results from the Services. The Provider will help and guide Client; however, participation is the one vital element to the Services’ success that relies solely on Client. The Provider makes no representations, warranties or guarantees verbally or in writing regarding Client’s performance. Client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary.
By purchasing Services, Client acknowledges that there is an inherent risk of loss of capital and there is no guarantee that Client will reach its goals as a result of participation in the Services and the Provider’s comments about the outcome are expressions of opinion only. The Provider makes no guarantee other than that the Services offered in these Services shall be provided to Client in accordance with the terms of this Agreement.
23. Updates
You acknowledge and agree that you have reviewed this Site and this Agreement and that you will continue to review to be aware of any modifications. We reserve the right to change this Agreement or to impose new conditions on use of the Services, from time to time, in which case we will post the revised Agreement on this Site. By continuing to use the Services after we post any such changes means you accept the new Agreement with the modifications.
Updated: January 2016
