GROUP COACHING PARTICIPATION AGREEMENT

This Group Coaching Participation Agreement (“Agreement”) governs the terms and conditions for participation by the Participant identified below (“Participant”) in PHARM TO TABLE® group coaching program (“Program”) created by Lisa A. Smith of The Black Health Academy (“Company”).

BACKGROUND

1.1 Company is in the business of providing coaching and holistic health and lifestyle services in an effort to combat chronic health challenges. You desire to become a client according to the following legally binding terms:

THE PROGRAM

The Program is a comprehensive group coaching program for individuals who desire to utilize a whole food plant-based lifestyle to combat chronic health challenges in order to leverage their health to significantly improve their confidence, quality of life & to maximize their contribution to society.

Program Fee Options

Standard Enrollment ONE-TIME PAYMENT - $1997
Standard Enrollment PAYMENT PLAN - Five monthly payments of $399.40
Expanded Support Enrollment - ONE-TIME PAYMENT - $2997
Expanded Support Enrollment - PAYMENT PLAN - Five Monthly Payments of $599.40
The Program Fee includes:
Access to our proprietary curriculum
Live group coaching
Access to Community


For Participants Selecting the Payment Plan

Payment and Expenses

Participants must return a signed copy of this Agreement and agree to pay the selected amount monthly to The Black Health Academy for enrollment into PHARM TO TABLE® group coaching program. Failure to return a signed copy of this Agreement and pay the Program Fee by the foregoing deadline will result in Participant forfeiting his/her admission into the Program.

The payment installments must be paid each consecutive month starting 30 days after Initial Payment until the Program Fee is paid in full. Certificates of completion and any other program completion products/services will not be distributed until your total financial obligation is met.

Participant authorizes Company to automatically charge the credit/debit card on file for any and all Program Fee balances owed and agrees to keep this information current with the Company. If any payment is insufficient or declined for any reason, Company may remove Participant from the Program and shall have no liability in that regard.

Your participation in the Program requires the full financial commitment. You agree to pay this sum in accordance with the Company’s payment options outlined in your client account, via Company’s online payment system. The primary method of payment must be a credit/debit card displaying a major credit card logo. Company utilizes a third-party shopping cart plug-in to process payments. Any payments received more than 5 days past the due date will incur a 20% interest charge.

You are responsible for any such expenses that you may incur as it relates to your participation in the Program including but not limited to: equipment and software needed to implement the Program and travel costs. This information is subject to change without notice.

Dropouts/Refunds

Requests for dropouts received by Company are evaluated on a case-by-case basis however participant will still be responsible for any outstanding balance owed to the Company. Requests for refunds will not be honored however changes can be made to the Program participant.

PARTICIPANT’S CONDUCT

Participant agrees to conduct him/herself in a dignified and professional manner and shall not engage in any activity that is detrimental to the health, safety, and welfare of other Program participants and attendees. Participant acknowledges and agrees that the Company reserves the right to remove Participant from the Program, without reimbursement, if Company, in its sole discretion, determines that Participant’s behavior creates a disruption or hinders the Program or the enjoyment of the Program by other participants.

The Program may only be accessed by the Participant - the individual who is the customer on record with the Company. The Program, including any usernames or passwords, may only be used by Participant as permitted herein and may not be sold or distributed without the Company’s express written consent.

CONFIDENTIALITY

Participant understands that given the group format of this Program, information provided or shared with the Company or other participants, whether in the form of comments, discussions in Program related forums, coaching calls, webcasts, or otherwise are not confidential.


WAIVER AND RELEASE

Participant agrees that the Company may use any images, audio recordings or video recordings of Participant obtained while enrolled in the Program. Participant waives any right to payment, royalties or any other consideration for the use of such images, audio recordings, or video recordings. Participant waives the right to inspect or approve the finished product, including written or electronic copy, wherein Participant’s likeness appears. The Company is hereby held harmless and released and forever discharged from all claims, demands, and causes of action which Participant, their heirs, representatives, executors, administrators, or any other persons acting on Participant’s behalf of the Participant’s estates have or may have by reason of this authorization.

This program is for information purposes only. The information presented herein is in no way intended as medical advice or to serve as a substitute for medical counseling or treatment. Rather, as a nutritional guide intended only to supplement, not replace, medical care or advice as part of a healthful lifestyle. As such, it is recommended that the information should be used in conjunction with your physician. If you choose not to obtain the consent of your physician and/or work with your physician throughout the duration of your time in this program, you are agreeing to accept full responsibility for your actions and outcomes. The Participant understands that any meal plans, grocery lists, nutritional coaching, information, recommendations and guidelines that we provide are not intended as medical advice or to replace medical advice given by a doctor or other healthcare professional. In the case of illness or other medical condition, a doctor or health professional should be consulted prior to commencing this program. The information, recommendations and guidelines given relating to exercise and diet are to be used as guidelines for healthy exercising and eating. It is not intended to be a substitute for a medically prescribed diet or exercise. You are advised to meet with your general health practitioner to discuss your individual dietary needs and health, particularly before making any significant changes to your diet as a result of receiving this material.

INTELLECTUAL PROPERTY

All intellectual property rights in and to the Program, the Program content, and all materials distributed at or in connection with the Program are owned by the Company or the Program partners presenting during the course of the Program. Participant will not use or reproduce or allow anyone to use or reproduce such content or materials displayed at, distributed at, or provided in connection with the Program for any reason without the prior written permission of the Company.


Company Ownership

Client acknowledges and agrees that all content presented within the scope of this Agreement are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Company and/or its Affiliates. Client is only permitted to use the content as expressly authorized by Company. Except for a single copy made for personal use only, Client may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this program in any form or by any means without prior written permission from Company. Any unauthorized use of the materials provided during the course of this Agreement may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Client Ownership

Client acknowledges and understands that all rights in and to all writings, inventions, improvements, processes, procedures, techniques, information and other materials that may be furnished to Company by Client during the course of performing the services are and shall remain the sole and confidential property of Client.

DISCLAIMER OF WARRANTIES

The Company gives no warranties with respect to any aspect of the Program or any materials related thereto or offered in connection with the Program and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. Participant accepts and agrees that he/she is fully responsible for his/her progress and results and that Company offers no representations, warranties or guarantees verbally or in writing regarding Participant’s health including the prevention or reversal of any illness, disease, dysfunction or results of any kind. The Company does not guarantee that Participant will achieve any results using any of the ideas, tools, strategies or recommendations presented at the Program, and nothing at the Program is a promise or guarantee to Participant of such results.

TERMINATION

Either party may terminate this Agreement by written notice to the other party. Client agrees and understands that a termination of this Agreement does not remove or negate its obligation to pay Company for the full costs of this Program.



GOVERNING LAW; VENUE; DISPUTE RESOLUTION

This Agreement shall be construed under and in accordance with laws of the State of Michigan and any dispute arising from it must be handled exclusively in the County of Wayne, Detroit. The Parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement by mediation. The Parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures. If any legal action or other proceeding is brought for the enforcement of the Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of the Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

MISCELLANEOUS

Indemnification

Client agrees to indemnify and hold Company harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Client that result from the acts or omissions of Client and/or Client’s employees, agents, or representatives.

Company will have no obligation to defend or indemnify Client, or to hold Client harmless, in connection with any claim that is based upon: (i) the combination, operation or use of the services and/or the deliverables with any materials or data not supplied by Company if such infringement would have been avoided but for such combination, operation or use; or (ii) any changes, modifications, improvements, additions or revisions of or to the services and/or the deliverables that are made by or on behalf of Client.

Force Majeure

Company shall have no liability to the Client under this Agreement if it is prevented from, or delayed in, performing its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, disease or quarantine restrictions compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or subcontracts. The Company’s obligation to perform its obligations shall be suspended during the period required to remove such force majeure event.

Company shall notify the Client as soon as reasonably possible of the force majeure event and propose a suitable alternative accommodation, if any.
Notices

All notices, requests, demands and other communications required or permitted to be made hereunder will be in writing and will be deemed duly given if delivered via email, hand-delivered against a signed receipt therefor, sent by certified mail, return receipt requested, first class postage prepaid, or sent by nationally recognized overnight delivery service, in each case addressed to the party entitled to receive the same at the address appearing in this Agreement. Either party may alter the address to which communications are to be sent by giving notice to the other party.

11.6 Severability

If any term, provision, covenant, or condition of the Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

PRIOR AGREEMENTS SUPERSEDED

This Agreement constitutes the sole and only agreement by and between the Parties. It supersedes any prior understandings or written or oral agreements between the Parties concerning the subject matter discussed herein. I hereby certify and acknowledge that I have had the opportunity to read this Agreement. I further state that I have voluntarily entered into this Agreement fully aware of its terms and conditions.

If participant is satisfied with the services provided, participant may be asked to provide a written and/or video testimonial and provide referrals to qualified individuals interested in plant based health coaching as well as referrals to organizations who may benefit from said services.

Requests for refunds will not be honored however changes can be made to the Program participant.

Requests for dropouts received by Company are evaluated on a case-by-case basis however participant will still be responsible for any outstanding balance owed to the Company.