This Functional Nutrition Counseling/Coaching Agreement (“Agreement”) is entered into on the of signing this document between Courtney Kinnett-Hooper (“Courtney” or “CFNC” or “Coach”), Wellness at the Root company, having its principal place of business at PO Box 172, McGregor, MN 55760 and signing client (“Client”, or “you”). Coach and Client are collectively known as the “Parties.”

Client has chosen to hire Coach for health coaching services (& resonating testing services) as set forth below:

I.        Services.

A.   Health Coaching Service. Coach shall provide Client with the following health coaching services (herein known as “Services”):

1.    DESCRIPTION OF YOUR SERVICES: This program is a commitment to 4 months working together. We will meet via video session for your initial session for 60 minutes to complete your health history and initial muscle testing assessment. Following your initial session we will redo the assessment 1x per month for 3 months via a 30 minute video session. The costs of supplementation is outside the cost of the program and up to the client to cover separately. The assessments test for your monthly supplement regime. During these sessions, I will encourage and educate you on your healing journey. You will have texting/voice messaging support Monday through Thursday 9 am to 5 pm for support and accountability outside of sessions (I will reply 1x/day at minimum if client messages that day). We will be using a third-party, non-HIPAA compliant app for secure messaging called Voxer.

The key to an effective coaching relationship is communication. Please be honest with yourself and me throughout the coaching process. You can expect me to be straightforward, constructive, and confidential. You can say anything to me, positive or negative; this includes letting me know if something makes you uncomfortable or if you don't want to respond to a question. You will also receive access to your membership area with additional resources for meal planning and education on detox and gut health to provide even more detailed support. Supplements are required to take during this program – costs are outside the cost of services charged via Wellness at the Root. Please let me know at any time if you have concerns that we haven’t addressed.

II.      Term of Service. Our work will begin on agreed upon date between Parties (or date of signing this document) and continue until client & CFNC end agreement date (120 days/4 months of service).

III.    Guarantee: If client does not see or feel 1% of improvement in their body after following recommendations to a “T” for 4 months (i.e. taking supplement regime without missing any days, eliminating foods asked to reduce/eliminate, eating per course requirements or any other recommendation given by Coach), client will receive coaching for free up to 2 additional months. Cost of supplementation is still required of the client to pay.

IV.   Fees, Costs, and Expenses.

A.   Total Cost. We will meet for 60 minutes for your initial session, then 30 minutes 1 time per month for 3 months,  and daily messaging support for 3 months, for a total of $3,200.00. 

B.    Payment shall be made by debit/credit card.

C.    Deposit Payment. The Client will pay a deposit payment of $250 before the Coach has any obligation to perform the work described herein. The deposit payment fee is a fully refundable payment and reserves your spot in the program and $250 (Coach’s) Services for the Services on the listed dates and times. The initial payment is due and payable when Client signs this Agreement and shall be applied towards the total cost of the service to be rendered. By signing this Agreement, the Client expressly recognizes and agrees that Coach has agreed to reserve the dates listed, which precludes the Coach from booking other Clients for appointments at the same time.

1.    Payments will be made as follows in 4 total installments due at the start of each new 4 week period:

i.      The deposit fee of $250.00 is due on commitment of signing on with the program.

ii.    The first payment of $550.00 is due within 72 hours. (OR full $800.00 if deposit not collected first.)

D.   Late Fees. If Coach does not receive payment from Client within seven calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Coach does not receive payment. For example, Client owes Coach $1000 due on May 1 and fails to pay by May 14th. On May 15th, Client owes Coach $1015. On May 16th, Client owes Coach $1030.23. On May 17th, Client owes Coach $1045.68, and so on.

E.    Expenses. Any expenses incurred by Coach while providing Client with Services will be invoiced to Client in a timely manner. At the Coach’s discretion, Coach will make reasonable efforts to integrate Client’s suggested software or products.

V.     Method of Services and Relationship of the Parties: It is expressly agreed that the Coach is acting as an independent contractor and not as Client’s employee. The Coach and Client acknowledge this Agreement in no way creates a partnership or joint venture between the Parties. Coach will not enter into any contracts on behalf of Client. The Coach has no authority (and shall not hold itself out as having authority) to bind the Client, nor shall it make any agreements or representations on the Client’s behalf without the Client's prior written consent.

VI.   Disclaimer.  The Client is aware that the coaching relationship & resonating energy testing is in no way to be construed as psychological counseling or psychotherapy. In the event that Client feels the need for professional counseling or therapy, it is Client’s responsibility to seek a licensed professional. Coaching results are not guaranteed. Client is entering into coaching with the understanding that he/she is responsible for creating his/her own results. The Client has chosen to work with the Coach and understands that the information received (including resonating energy testing) should not be seen as medical or nursing advice and is not meant to take the place of seeing licensed health professionals. The Client understands that the role of the Coach is not to prescribe or assess micro- and macronutrient levels; provide health care, medical or nutrition therapy services; or to diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body. Rather, the Coach is a mentor and guide who will help clients reach their own health goals by helping the Client devise and implement positive, sustainable lifestyle changes. The Client understands that the Coach is not acting in the capacity of a doctor, licensed dietitian-nutritionist, psychologist or other licensed or registered professional, and that any advice given by the Coach is not meant to take the place of advice by these professionals. If the Client is under the care of a healthcare professional or currently uses prescription medications, the Client should discuss any dietary changes or potential dietary supplements use with his or her doctor.

VII. Confidentiality. I recognize that in the course of our work, you may give me the following: future plans, health information, financial information, job information, goals, personal information, and other proprietary information. I will not at any time, either directly or indirectly, use any information for my own personal benefit, disclose, or communicate in any manner any information to any third party. I will not divulge that you and I are in a coaching relationship without your permission. I will hold everything that we say and do confidential unless you present a physical danger to yourself or others. In this case, I will inform legal authorities so that protective measures can be taken. We agree to the following:

A.   Parties will treat and hold all information of or relating to this Agreement, the Services provided and the Parties’ businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein “Confidential Information”) means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, personal information, financial data or information, future business plans, strategies, and the terms and provisions of this Agreement. Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or Services of or relating in any way to the Client in whatever form to any Parties outside of this Agreement. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential information.

VIII.          Representations and Warranties.

A.   The Coach represents and warrants to the Client that (a) he/she has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all obligations in this Agreement; (b) The Coach’s obligations under this Agreement does and will not conflict with or result in any breach or default under any other agreement;  (c) The Coach has the required skill, experience, and qualifications to perform the Services, and shall perform the Services in a professional and workmanlike manner in accordance with and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;  (d) Coach has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the Services to be performed under this Agreement; (e) Coach has the full right to allow it to provide the Client with the assignments and rights provided for herein. Both Parties represent and warrant that the signatures at the end of the Agreement are authorized on behalf of the respective party.

IX.   Reschedules and Cancellations. Either party, without cause, may terminate this Agreement by delivering 7 days of written notice to the other party. In addition to any other obligations set forth in this Agreement, upon termination of this Agreement, Coach shall be compensated for Services performed through the date of termination and shall be reimbursed for expenses incurred to date.  Any nonrefundable payments will not be returned to Client.  Furthermore, the receiving Party will immediately return all Confidential Information to the disclosing party.

X.     Limit of Liability. In recognition of the relative risks and benefits of this Agreement to both the Client and the Coach, the risks have been allocated such that the Parties agree to limit the liability of either Party to the other for any type of damages to the amount of Coach’s total fees under this Agreement. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

XI.   ADDITIONAL TERMS AND CONDITIONS

A.   General Terms. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. Requests, demands, and other communications under this Agreement shall be in writing, and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of this Agreement are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.  The performance of any condition or obligation imposed on a Party under this Agreement may be waived only in writing by you or an authorized official of Courtney, and only to the extent stated in such writing. Headings and subheadings herein are for the convenience of the Parties only, and no special meaning will attach to the headings.  This Agreement will be deemed made in and governed by the laws of the state Minnesota, without application of its principles regarding conflicts of law. Courtney shall not be responsible for its failure to perform its obligations under this Agreement caused in whole or in part by events beyond its reasonable control. The Limitation of Liability Section shall survive the expiration or termination of this Agreement.

B.    Dispute Resolution.

1.    Mediation: If a dispute arises under this Agreement, the Parties agree to first submit the dispute to a mutually agreed-upon mediator in Aitkin County, Minnesota. Any costs and fees other than attorney fees associated with the mediation will be shared equally between the parties. If the dispute is not resolved within 30 days after it is referred to the mediator, the Parties agree that the matter may be resolved in a court of law. If any court action is necessary to enforce this Agreement, the prevailing Party will be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the Party may be entitled.

C.    Compliance With Law. The Parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.

D.   Amendments. The Parties may amend this Agreement only by the parties’ written agreement with proper Notice.

E.    Assumption of Risk. Client expressly assumes any risk of Services and related activities as described herein, including the risks of trying new foods or supplements, and the risks inherent in making lifestyle changes. The Client releases the Coach from any and all liability, damages, causes of action, allegations, suits, sums of money, claims and demands whatsoever, in law or equity, which the Client ever had, now has or will have in the future against the Coach, arising from the Client’s past or future participation in, or otherwise with respect to Coaching.

F.    Waiver. The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future or construed as consent to any breach of the terms of this Agreement.

G.   Indemnification.  To the extent permitted by applicable laws, both Coach and Client agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement.

H.   Merger. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements, or conditions, express or implied, written, or oral, between the parties.

I.     Force Majeure. Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), pandemic, epidemic, governmental order, or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.

J.     Notice. All notices, requests, claims, demands and other communications between the Parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, or (c) by first class, registered or certified mail, postage prepaid, to the address of the Party specified in this Agreement or such other address as either Party may specify in writing, (d) by email. Such notice shall be effective upon (a) the receipt by the Party to which notice is given, or (b) on the third day following mailing, whichever occurs first. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

K.   Counterparts and Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which collectively shall constitute one agreement. Use of fax, email and electronic signatures shall have the same force and effect as an original signature.