Dietitian Karina

*Please read carefully to be sure you understand and agree to all terms and conditions of purchase*

THIS AGREEMENT is made between Karina S. Tolentino of  Karina Tolentino, LLC (“Dietitian”) and (“Client”) collectively as the “Parties”.

The Parties have agreed that Client would like to retain Dietitian to provide services for Client, which is more fully described in Exhibit A (the “Services”). The Parties agree to the following:  

EXHIBIT A: The All Foods Fit Group Coaching Program

• 12-weeks group coaching program, 

• 12 weeks calls, weekly Q/A, 

• 12- weeks group community access

• 12-week access to program platform (Thinkific) 

Timeline: Monthly Coaching starting January 3, 2022 - March 26, 2022

Location of Services: All services are virtual via Zoom, Facebook, Gmail, and Thinkific

Compensation: $657.00

1. Term. This Agreement shall be effective as of the date January 3, 2022 and shall continue until August 26, 2022.

2. Representations and Warranties. The Parties represent and warrant the following:

1. Dietitian represents and warrants that: 

• Dietitian is a Registered Dietitian and is qualified to perform the Services; 

• Dietitian will provide the Services in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with industry standards;

• Dietitian will perform the Services in compliance with all applicable laws and regulations; and,

• Dietitian has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Services, and grant the rights granted herein. Dietitian has no other agreements with any other party that would conflict with this Agreement.

2. Client represents and warrants that: 

• Client will provide the information needed by Dietitian to perform the Services, as described herein; 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.

3. Changes and Revisions. This Agreement is limited to the Services outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Services, Dietitian will provide an estimate. Additional services may be added and charged based on agreement between Dietitian and Client. 

4. Refunds and Payment. Client shall pay Dietitian in accordance with the amounts listed in Exhibit A. 

Dietitian does not offer refunds to ensure that clients are fully committed to the program. 

5. Expenses. Client shall not be liable to Dietitian for expenses paid or incurred by Dietitian, except for those fees that the Parties agree to in writing. 

6. Cancellation Policy. Client agrees to notify Dietitian of cancellation of appointments with a minimum notice of twenty-four (24) hours prior to the scheduled start time, via EMAIL to [email protected]. 

   1. For monthly coaching: A cancellation fee is not required. Client may reschedule within the month of paid service.

   2. Neither party shall be liable for delay or failure to attend a scheduled session if such delay or failure is caused by any circumstances beyond their reasonable control. Determination of such reasonableness is in the sole discretion of Dietitian.

7. Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by either Party upon one (1) days’ written notice to the other party. 

8. Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any third party any confidential information without prior written consent, except as may be necessary to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by court order. 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.

9. Confidentiality of Client Information. Dietitian complies with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Dietitian acknowledges and agrees to protect the personal information of Client in accordance with HIPAA. Client may be required to sign additional HIPAA forms by Dietitian.

10. Intellectual Property - Dietitian Materials. All original materials provided by Dietitian to Client are owned by Dietitian. Any original materials are provided for Client's individual use only. Client is not authorized to use or transfer any of Dietitian’s intellectual property. All intellectual property remains the property of Dietitian. No license to sell or distribute is granted or implied.

11. Disclaimer. Dietitian will provide current dietary and nutrition advice and information as part of the Services. Dietitian has made every effort to ensure that all Services have been tested for accuracy. There is no guarantee that Client will see positive results using the techniques and materials provided by Dietitian. Dietitian assumes no management responsibility for Client's decisions or practices that Client implements.

12. Medical Treatment. Client understands and agrees that Dietitian provides dietary, nutrition, and wellness information and advice. Client understands that Dietitian does not provide medical advice nor can Dietitian prescribe medical treatment. Client understands that Client must seek medical advice from Client’s physician or medical provider. Client understands that it is Client’s responsibility to discuss all changes to Client’s diet or potential dietary supplement use with Client’s medical provider prior to making any changes.

13. Waiver. Client understands that all changes to Client’s diet, including changes to food or use of dietary supplements, carries a risk. Client is doing this at Client’s risk. Client is engaging Dietitian for Services with full knowledge and acceptance of such risks. Client hereby releases Dietitian 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 Services.

14. Indemnification. Dietitian agrees to defend, indemnify and hold Client, its affiliated companies and its respective employees, officers, directors, trustees and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Dietitian or (ii) Dietitian's breach of any provision of this Agreement (including any representation or warranty).

15. Client shall indemnify, defend, and hold Dietitian harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Dietitian 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 Dietitian’s appearance or association with Client, unless such claim arises from Dietitian’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Dietitian hereunder.

16. No Warranty. All information is provided "as is" with no warranties.

17. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America. 

18. 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 Dietitian, which may be withheld in Dietitian’s sole discretion. 

19. 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.
    
    

20. Professional Certification: The Client will give Dietitian permission to use their name and contact information for purpose of professional certification. The Client agrees that the International Coaching Federation may chose to contact you and Dietitian to confirm that you were a coaching client and the number of hours coached.
    
    

21. Miscellaneous.

1. 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. 

2. 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.

3. 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.

4. 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. 

5. 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.  

Payment of Services:

Client will pay the following fees for the Services: 

1. 12-Week Group Coaching Program: Payment in full is $657.00. 

   1. Payment Plan: Client is to pay three installments of $219.00 for services monthly. Total cost of $657.00.

   2. Credit Card Authorization. The Client acknowledges that Dietitian will charge the credit card chosen by the Client for the amounts specified above ($219.00). If Client selects a payment plan option, Client agrees to pay fees to the Dietitian according to the payment schedule set forth above or otherwise provided to Client, and the payment plan selected by Client (the “Fee”).

   3. In the event Client fails to make any of the payments within a payment plan during the time prescribed, Dietitian has the right to immediately disallow participation by Client until payment is paid in full, including disallowing access to platform, materials, and coaching calls. If Client has not paid within three (3) days, Dietitian has the right to terminate the agreement.

Communication: Dietitian approves reasonable communications through the following channels: Online facebook group, zoom calls, and email. All communications regarding the Services will be conducted only on these approved channels. Client understands and acknowledges that messages sent in any format, other than the approved channels, without prior approval from Dietitian will not receive a response. Client should allow one (1) business day for a response to all communications. Business hours are Monday to Friday 9am-7pm pst.

1. Upon signing agreement, client will be added to Dietitian mailing list. Client may cancel at anytime.

Karina Tolentino, LLC                                   

Name: Karina S. Tolentino

Email: [email protected]