TERMS OF PURCHASE
VIRTUAL DIETITIAN LLC
Three Month Nutrition Program

This Counseling Agreement (this “Agreement”), dated upon purchase of package (the “Effective Date”), is by and between Stacey Wood, MS, RDN, LD with Virtual Dietitian LLC (“Dietitian”) and Purchaser (“Client” or “You” and together with Dietitian, the “Parties”, and each a “Party”).
WHEREAS, Dietitian is in the business of providing counseling services related to Medical Nutrition Therapy; and
WHEREAS, Client desires to retain Dietitian to provide said nutrition services, and Dietitian is willing to perform such counseling services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dietitian and Client agree as follows:

Client-Dietitian Relationship
An effective counseling relationship requires mutual understanding and respect between the Dietitian and the Client. That requires the parties to agree to some basic tenets of counseling, including:
Dietitian and Client agree to communicate honestly, to be open to feedback, and to make time and space to participate fully in the counseling sessions called for hereunder. Client specifically agrees to be open to counseling.
Counseling services are intended for individuals who are in generally good health, are generally well adjusted, are functioning effectively, and are not in need of medical treatment (including for mental health disorders). Counseling does not involve the diagnosis or treatment of any medical or mental disorders and does not prevent, cure, or treat any mental disorder or medical disease. Further, counseling is not a substitute for therapy, counseling, psychoanalysis, medical treatment, substance abuse treatment, or the advice or services of a medical professional. It is the Client’s responsibility to seek independent guidance from medical professionals to the extent necessary.

By participating in the counseling, you agree to accept personal responsibility for the results of your actions. You agree that the Dietitian has not made any guarantees about the results of taking any action, whether recommended during any counseling session or not. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Dietitian.

Services

The parties shall engage in counseling meetings as purchased by Client that will last 90 minutes for initial session with 3 - 30 minute follow-up sessions; and will be conducted by telehealth. Client shall be responsible for scheduling these counseling sessions at mutually agreeable times as set forth below. Dietitian can be available for messaging between visits through EatLove HIPAA compliant software.

Fees

In consideration of the provision of the Services by the Dietitian, Client shall pay a single payment of $250.00, which is due and payable before scheduling initial appointment. Payment to Dietitian of such fees shall constitute payment in full for the performance of the Services. The counseling sessions will begin after the payment is made.
3 payments of $100 which are one charge of $100.00 will be charged immediately, and then $100.00 will be charged every month for the next 2 months. The total amount paid for the Insurance Package after 3 payments will be $300.00. The counseling sessions will begin after the first payment is made, and, in the event that Client fails to make any subsequent payments, the counseling sessions will stop until the payment is made.

Payment Plan Authorization

You hereby authorize the Company to charge your credit card or debit card automatically according to the terms set forth in the Fees section above.


Refunds

Should Either Party agree to terminate before any sessions have occurred AND Client paid in full, refunds can be provided as follows:

$250.00 - $8.00 (3.2% credit card fee) = $242.00 refund

Should Either Party agree to terminate AND Client paid in full, refunds can be provided as follows:

$250.00 - $8.00 (3.2% credit card fee) - $50 (initial session fee = $192.00 refund if initial session occurred;

$250.00 - $8.00 (3.2% credit card fee) - $100 session fee = $142.00 refund if 90 minute initial nutrition session and follow up session occurred;

$250.00 - $8.00 (3.2% credit card fee) - $200 session fee = $42.00 refund if 90 minute initial nutrition session + 2 follow up sessions occurred;

After 3 sessions there is no refund.

You recognize and agree that you shall not be entitled to a refund for any purchase under any other circumstances. Should you terminate the Agreement pursuant to the terms set forth in the Termination section below, all unused calls shall be forfeit and non-refundable.

Procedure and Scheduling
Dietitian and Client will agree to a mutually agreeable time for the counseling meetings, and it will be the Client’s ultimate responsibility to schedule the counseling meetings. Dietitian shall initiate the counseling call at the agreed upon time by telehealth video conference.
Cancellation Policy
You may not cancel an individual counseling session unless you do so at least 24 hours before it is scheduled to begin. Dietitian reserves the right to treat any meeting that Client misses or attempts to cancel less than 24 hours before it is scheduled to begin as part of the allotted counseling sessions.
Confidentiality
The Dietitian shall treat the relationship with Client, as well as all information shared by the Client, as confidential. Dietitian shall not disclose the existence of the relationship or any information shared during the counseling sessions without the Client’s written consent. This means that the Dietitian will not disclose the Client’s name as a reference without the Client’s consent.
Client should be aware that a dietitian-client relationship does not give rise to privilege or any other legally protected confidentiality. That means that the Dietitian could be ordered by a court to disclose information related to the relationship. Dietitian will notify Client of any legal request that would implicate Client’s information prior to disclosing it but may not be able to oppose disclosing the information.
Confidential Information does not include information: (a) known to Dietitian prior to Client disclosing it; (b) that is generally known to the public or in the industry; (c) obtained by Dietitian from a third party, without breach of any obligation to the Client; or (d) that is or was developed independently by Dietitian without use of or reference to the Client’s confidential information.
Use of Public Comments And Praise

To preserve the Client’s confidences, the Dietitian will not publicly post anything about Client’s sessions or counseling experience on social media or otherwise without the Client’s express written permission.

To the extent Client chooses to make any public disclosures about the counseling experience, whether through social media or other media, the Dietitian may reshare that information. This will include the right to reshare the Client’s comments, praise, or other disclosure on social media and other online platforms. In other words, if you choose to say anything about the counseling experience publicly, the Dietitian has the right to use those public comments to market and promote the Dietitian’s business.

This will include any necessary licenses to the copyright in your post and the right to use your name, image, or likeness (to the extent they are attached to your post) to promote the Dietitian’s business.

Termination
This Agreement shall continue for one month as set forth by the program. In the event of termination under this provision, the Dietitian shall continue to provide service through the end of the period for which the fees have been paid.
Limitation of Liability
IN NO EVENT SHALL DIETITIAN BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT DIETITIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Entire Agreement
This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
Waiver
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Relationship of the Parties
Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Dispute Resolution
Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Weatherford, Texas under the rules of the American Arbitration Association / in the state or federal courts with jurisdiction for cases arising in Weatherford, Texas. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such a forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This Agreement shall be governed by and construed in accordance with the laws of Weatherford, Texas, without effect of any conflicts of law provisions.
Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.