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AGREEMENT (click here to download a copy of this agreement).
THIS AGREEMENT is made today between Simplified Enterprises, DBA Grace Filled Plate
“Company”) and customer (“Client”) (collectively as the “Parties”).
The Parties have agreed that Client would like to participate in a group program (“Program”) facilitated by Company, which is more fully described in Exhibit A (the “Deliverables”). The Parties agree to the following. Company reserves the right to modify or update.
- Term. This Agreement shall be effective today and shall continue until completion of the Program outlined in Exhibit A.
- Representations and Warranties. The Parties represent and warrant the following:
- Company represents and warrants that:
- Company will provide the Deliverables in a timely, diligent, professional, and workmanlike manner, in accordance with the Agreement and in a manner consistent with industry standards; and,
- Company has the full and unrestricted right, power, and authority to enter into this Agreement, perform the Deliverables, and grant the rights granted herein. Company has no other agreements with any other party that would conflict with this Agreement.
- Client represents and warrants that:
- Client will provide the information needed by Company to perform the Deliverables, as described herein, including mailing address. Company not responsible for lost shipments or items delivered to an incorrect address provided;
- Client will consult with appropriate medical providers for all questions and concerns related to medical advice; 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.
- Changes and Revisions. This Agreement is limited to the Program and Deliverables outlined in Exhibit A. If Client requests new work or changes that are outside the original scope of the Agreement, Company will provide an estimate.
- Compensation and Payment. Client shall pay Company the fees in US dollars as indicated in Exhibit A. Failure to pay may result in temporary or permanent suspension of Deliverables or termination of Client’s participation in the Program.
In the event that Company incurs legal fees, costs, or disbursements in an effort to collect its invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Company for all such expenses.
- Expenses. Client shall not be liable to Company for expenses paid or incurred by Company, except for those fees that the Parties agree to in writing.
- Status. The Parties understand and agree that Company is an independent contractor, which may contract with subcontractors for completion of the Deliverables. Neither Company nor Company’s agents shall be entitled to and waive any and all claims to any employee benefits as a result of Client’s relationship with Company. It is understood by the Parties that the relationship established by this Agreement is one of an independent contractor and not an employment relationship, joint venture, partnership, or otherwise. Company is not authorized to enter contracts or agreements or create obligations on behalf of Client to third parties unless otherwise indicated by Client, in writing.
- Termination. This Agreement may be terminated, postponed, or delayed, in whole or in part, by the Parties upon 14 days’ written notice to the other party.
In the event of termination, Client will pay for all amounts due for the Program. No refunds will be granted for amounts already paid to Company.
- 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, content, printed materials, 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.
- Intellectual Property - Company Materials. All original materials provided by Company to Client are owned by Company. Any original materials are provided for Client's individual use only. Client is not authorized to use or transfer any of Company’s intellectual property. All intellectual property remains the property of Company. No license to sell or distribute is granted or implied.
- Disclaimer. As part of the Deliverables, Company will primarily offer support and information to Client. Company has made every effort to ensure that all Deliverables and the Program are accurate and based on current education standards and information.
Client understands and agrees that there is no guarantee that Client will see positive results using the techniques and materials provided by Company. Company assumes no management responsibility for Client's decisions or practices that Client implements.
Company makes no guarantee about Client’s future success based on Client’s participation in the Program.
- Medical Information. Client understands and agrees that Company may provide dietary, nutrition, wellness, and general healthy living information during the Program. Company will act only as a facilitator of the Program, which will serve to guide and mentor Client. Client understands that Company does not provide:
- Medical assessment or consultation;
- Medical advice or medical treatment;
- Medical nutrition therapy or the practice of dietetics;
- Counseling; or,
- Psychotherapy or psychoanalysis.
Client understands that Client must seek such services from the appropriate licensed 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.
- Waiver. Client understands that all changes to Client’s diet or fitness regimens, including changes to food or use of dietary supplements, carries a risk. Client is doing this at Client’s risk. Client is participating in the Program with full knowledge and acceptance of such risks.
Client hereby releases Company 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 Program.
- Indemnification. Client shall indemnify, defend, and hold Company harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Company 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 Company’s appearance or association with Client, unless such claim arises from Company’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Company hereunder.
- No Warranty. COMPANY HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, ALONG WITH ANY ANCILLARY SERVICE, IS BEING PROVIDED “AS IS,” WITHOUT ANY TYPE OF WARRANTY WHATSOEVER. IF YOU ARE A CALIFORNIA RESIDENT, BY ACCEPTING THIS AGREEMENT YOU ARE WAIVING CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR.”
- Limitation of Liability. CLIENT AGREES THAT IT HAS USED COMPANY’S SERVICES AT ITS OWN RISK. CLIENT RELEASES COMPANY FROM ANY AND ALL CLAIMS OF DAMAGES THAT MAY RESULT FROM ANY CLAIMS ARISING FROM THIS AGREEMENT, ALL ACTIONS, CAUSES OF ACTION, CONTRACT CLAIMS, SUITS, COSTS, DEMANDS, AND DAMAGES OF WHATEVER NATURE OR KIND IN LAW OR IN EQUITY ARISING FROM THIS AGREEMENT.
- Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of FL without regard to its conflict of laws doctrine, and applicable federal laws of the United States of America.
- Dispute Resolution. All disputes between the parties arising out of or in connection with the Agreement or any breach thereof will be determined and settled by binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will not be combined with any other proceeding or arbitration against one of the parties. The place of any such arbitration shall be in or near Pinellas County, FL. Each party will designate one arbitrator and the two designated arbitrators will select a third arbitrator to serve as the chair of the arbitration panel. If the two arbitrators cannot agree on the third arbitrator, then the AAA will appoint the third arbitrator. Barring extraordinary circumstances, the arbitrators will issue their decision within 120 days from the date the third arbitrator is selected. The arbitrators may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrators’ decision and award will be in writing and will include a statement setting forth the reasons for the disposition of any claim. A dissenting decision will also be set forth in writing. The award rendered by the arbitrators will be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be governed by and construed in accordance with FL law without reference to conflict of laws provisions.
- 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 Company, which may be withheld in Company’s sole discretion.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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. Company reserves the right to modify or update.
SCOPE OF WORK
Name of Services: Grace Filled Plate Platinum
The Program will be held online for 6 months. Participants will receive 6 months of email support, 6 months of online support within our online program (Kajabi), 6 months of online Zoom meetings, 6 months of participation in our Facebook group.
Due to the nature of the Program meetings, if Client misses a call, no make-up sessions are available. Recordings of sessions will be made available.
Program will be help online, in a password protected-portal. Client will receive a printed workbook but will also be responsible for printing additional materials at home or using them electrically.
By purchasing Grace Filled Plate Platinum, you will gain lifetime access to its contents. Lifetime access is defined by the life of the program.
Payment Amount and Schedule:
The cost of Grace Filled Plate Platinum is a one-time payment of $997 or 6, monthly payments of $197.
Description of Deliverables:
Client will participate in a group program focused on making healthier food choices through Biblical principles. The Program will include 4, monthly Zoom meetings.
In addition to 4, monthly calls, Program members may interact through the private Facebook group created for the program.
All Program members agree to abide by the Participation Guidelines, attached hereto as Exhibit B.
No refunds are available.
Group Program Participation Agreement
Company is hosting the Program, of which Client is a member. The following are Client's rights and responsibilities as a participant of the Program ("Program Participant"). Client understands that the Program is hosted in a group format and there will be multiple Program Participants in addition to Client.
Any violations of this Group Program Participation Agreement may result in immediate dismissal from the Program. In the event that a Program Participant is dismissed for a violation, Company will terminate the Agreement and no refund will be due to Client.
- Confidentiality. All Program Participants agree to keep information shared by other Program Participants confidential, as long as such information was shared as in a forum hosted by Company as part of the Program. Program Participants are prohibited from sharing content, such as screenshots, with any third parties. Failure to abide by this policy will be deemed a violation of the Agreement.
Client will not hold Company liable for any disclosure of Client’s confidential information made by another Program Participant.
- Facebook Group. Company has created a private Facebook group for Program Participants ("Program Facebook Group"). Company will host the Program Facebook Group for the duration of the Program. Program Participants may ask questions and interact with other conversations within the group. Program Participants will have access to the Program Facebook group for 6 months. Program Participants should not expect to have continued access to the Program Facebook Group after this time.
If a Program Participant asks Company a question through a question in the Program Facebook Group, Company will provide an answer within 72 business hours.
Facebook is a third-party software. Presently, the group is set as private and may not be accessed by the public. If, at any time, Facebook changes its policies or experiences a malfunction, and the Program Facebook Group becomes public, Program Participant is responsible for deleting any confidential information from the Program Facebook Group.
- Code of Conduct. All Program Participants agree to the following Code of Conduct.
- All Program Participants will treat one another, and all representatives of Company, with courtesy and respect.
- The following types of contributions to the Program Facebook Group will not be tolerated and will be deleted:
- Harassment directed toward any third parties, including all other Program Participants and representatives of Company;
- Spam content;
- Hate speech;
- Defamatory statements regarding Company or any third party;
- References to illegal acts; or,
- Contributions that may violate the legal rights of a third party.
- Sharing of diet materials or conversation.
- viii. Videos of sermons.
Company’s sole discretion will be used to determine if a member is in violation of these policies.
- Disclaimer. There is no guarantee that Client will see positive results using the information and materials provided within the Program. No other Program Participants assumes any responsibility for Client's decisions or for practices that Client implements.
From time to time, Program Participants may hold professional degrees or licenses. Any advice provided in the Program should not replace the advice that you receive from professionals with whom you have established a client relationship.
- Ownership of Intellectual Property. From time to time, a Program Participant may share their original materials with other Program Participants. Any original materials shared with Program Participants belong to the creator of the materials and are provided for individual use only. Client is not authorized to use or transfer intellectual property received as a result of membership in the Program. No license to share, sell, or distribute is granted or implied. This paragraph does not apply to ideas that are not yet protected by copyright or trademark laws and does not protect Program Participants from expressions of similar ideas.