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WEIGHT WELLNESS PERSONAL COACHING PROGRAM
TERMS OF SERVICE

Welcome to the Wholist Weight Wellness™ Coaching Program (“Program”) made available by Wholist, Inc. (“Wholist”). These terms of service (“Terms of Service”) establish the terms and conditions that will allow you to participate in the Program.  As used in the Terms of Service, Program shall include all materials and content provided in connection with the Program participation. As you read through the Terms of Service you will see that we refer to you as “You”, “Your”, or the “Participant”.

1. THE PROGRAM
   • Term. The Program lasts for a twelve (12) week period beginning on the Monday after you returned a signed copy of the Terms of Service and have remitted payment of the Program fee, unless you deferred to a Monday in the future on checkout.
   • Program Services. The Program includes the following:
     • Initial health and wellness assessment virtual call (75-90min) - to be scheduled by Participant
     • Virtual weight coaching calls (30min) - to be scheduled by Participant but all must be scheduled within the 12 weeks of the program duration
     • Podcast audio education (automated, 7 days per week, 5-20 min)
     • Weekly weight loss and percentage tracking
     • Food log tracking and digital support
     • Text support and education (3-4 times daily)
     • Summary health and wellness assessment virtual call  - to be scheduled by Participant
     • Three-month follow-up coaching call (30min) - to be scheduled by Participant, three months after the completion of the program
     • Six-month follow-up coaching call (30min)  - to be scheduled by Participant, six months after the completion of the program
     • Option for participation in digital group support with other Participants (dependent on participation by others and availability) during and after Program
     • Option for sleep and activity tracking
     • Option for sessions with a personal mindset coach, and the option of extending mindset coaching for additional sessions after completion of your bundle.
     • Additional options at discounted price due to Program participation:
       • Option for Lifestyle Medicine Telemedicine Consultation with Dr Hammerstedt if Participant resides in Idaho, Oregon, California.
       • Option to participate in ongoing enhanced programs and coaching support after completion of the program (dependent on availability and additional fees)
   • Fees. The cost of the Program (the “Program Fees”) is set as advertised at time of purchase and may be discounted if paid in one up-front payment. You may also have the option of making installment payments of on a monthly basis with the first installment payment being due at the time of Program purchase, with cost as assigned at time of purchase. Note that if this was a purchase during a discount, raffle, or special, terms will be in agreement with that purchase price.
   • Necessary Equipment. Participant is responsible for obtaining any equipment that is necessary for utilization of the Program at Participant’s cost (e.g., computer system or smart device that is connected to the internet, wireless scale, weight tracker).
   • Communications. By utilizing the Program, You may receive notifications concerning Your participation or other information that your coaches determines would be helpful or beneficial for you to receive. Because these notifications may take the form of telephone calls or other forms of electronic communications (e.g., email, texts), Wholist needs to confirm that You approve and consent to such communications. By agreeing to the Terms of Service, You agree and consent to receive SMS and text messages, calls, emails and other forms of electronic or physical communications from Wholist, its agents, representatives, affiliated entities, or anyone calling or otherwise communicating on behalf of Wholist at the contact information You provided to us or that we have been able to obtain and reasonably associate with You, in connection with the Program and subject matter set forth in the Terms of Service. If Your contact information changes you agree to provide us with updated contact information.You understand that you can opt-out by revoking your consent at any time by contacting Wholist via email, by calling or by writing Wholist Communications Opt-Out at the contact information below. You understand that by opting-out Your participation in the Program will be limited and You will not be entitled to any refund of your Program Fees.Attn: ___Heather Hammerstedt_______
     _______557 W Sandstone Ct_________
     _______Boise ID 83702______________
     [Direct]: _____2089171090___________
     [email]: ____hello@wholisthealth.com__
   • Restrictions on Use. In no event will You: (i) lease, distribute, license, sell or otherwise commercially exploit any of the Program or make the Program available to a third party other than as contemplated in the Terms of Service; (iii) use the Program on behalf of any third parties; (iv) tamper with other participant accounts; (v) attempt to gain unauthorized access to the Program; (vi) create “links” to or from the Program, or “frame” or “mirror” any content forming part of the Program; (vii) access or use the Program for the purpose of developing a competing product or service; or (viii) permit anyone else, to engage, directly or indirectly, in any of the activities described in the foregoing subparts (i) through (vii).
   • Participant Obligations.
     • Participant takes full responsibility for participation in the Program and for Your personal physical, emotional, and mental health.
     • Participant acknowledges that she/he is ultimately responsible for all decisions made throughout the Program. It is expected that Participant will listen to all the content provided and will complete all/any worksheets assigned throughout the duration of the Program. Furthermore, it is expected that Participant will share daily food and drink consumption with the coach each day via private message channel on Participant YouAte or on Wholist Clinic chat.
     • Participant agrees to not use coaching as a way of diagnosing or treating mental disorders as defined by the American Psychiatric Association.
     • In the event that Participant is in therapy or under the care of a mental health professional, Participant agrees to notify and consult with the mental health care provider before participating in the Program.
     • Participant will be responsible for scheduling appointments for virtual calls. All calls must be scheduled during the duration of the 12 week program, if the calls are not scheduled by the Participant during those 12 weeks, Wholist does not guarantee any make-up calls beyond the end of the program. Availability of the assigned Coach will be published ahead of time, and Participant can choose from dates/ times available. If the appointment is scheduled within 24hours of the chosen appointment time, Coach will try to accommodate request and if not, will try to reschedule for the same week. If appointment is canceled by the Participant with less than 24hours notice, Coach may not be able to complete a rescheduled call that same week.
     • Participant understands that the relationship with Coaches who may also be physicians is that of a Coach-Participant relationship and that no doctor-patient relationship has been established. Participant understands that the relationship with Coaches who may also be licensed health providers are that solely of a Coach-Participant relationship.
     • Participant understands that other Wholist Network Practitioners who may be involved in the course of the Participant’s Weight Wellness™ program will have separate Participant contracts regarding expected services and obligations outside of this Wholist agreement, as those practitioners are independent contractors to Wholist. Wholist will pay these network practitioners on behalf of the Participant, however, as a part of the Participant’s Program cost.
     • Participant understands that coaching is not to be used as a substitute for professional advice of any kind, including medical, mental or other qualified professional help and Participant agree to seek professional guidance for such matters, should they arise, independent of the coaching relationship.
   • Program Coach. The relationship between the assigned Wholist Weight Wellness™ coach (the “Coach”) and Participant will be as equal partners in the coaching and the Program. You understand and agree that the:
     • Coach is trained to use communication skills and coaching tools to support the Participant as an equal partner throughout the coaching process.
     • Coach will provide individual guidance to Participant based on information provided by Participant. Participant will have the opportunity to ask Coach questions, whether through public or private message or on live coaching calls.
     • Coach will meet virtually with Participant for all program coaching calls, with preference for video conference on the Wholist Clinic. If the Coach has to cancel the coaching call within 24hours of the scheduled call, the Coach has the responsibility to reschedule that same week if at all possible. Availability of Coach will be published electronically for Participant with enough lead time to be convenient for both parties.
     • Coach will monitor Participant food log on a regular basis and communicate about food choices.
     • Coach will communicate with any other practitioners involved in Participant program and, if requested in writing by the Participant with the Participant’s physician or primary care provider. Such communication may also be subject to authorizations as required by the Participant’s physicians.
     • If the Coach is a medical doctor, Coach will not be acting in capacity as a medical doctor.
   • Participant Data.
   • Minimum Age. Participant acknowledges that he or she must be at least eighteen (18) years of age to participate in the Program.
   • Customer Support. If You have any questions regarding the Program, please contact Wholist at [__hello@wholisthealth.com__].
2. TERMINATION
   • Termination. You may terminate your participation in the Program at any time upon prior written notice to Wholist. Wholist may terminate your participation in the Program at any time upon written notice if Participant breaches any provision of the Terms of Service. Participant understands and agrees that Program Fees are non-refundable and non-cancellable.
   • Suspension. Wholist may, in its sole discretion, suspend Your participation in the Program: (a) if Wholist considers it necessary to prevent or terminate any actual or suspected use of the Program in violation of the Terms of Service; or (b) upon notice to You if (i) You commit a material breach of the Terms of Service, or (ii) if there is a threat to the security, safety and/or integrity of the Program and/or the Program participants as applicable. Suspension of Program participation will be without prejudice to any rights or liabilities accruing before or during the suspension.
3. CONFIDENTIAL INFORMATION
   For the purposes of the Terms of Service, “Confidential Information” means any information disclosed by a disclosing party (the “Discloser”) to the receiving party (the “Recipient”) and includes, without limitation, information, data, software, or other materials that, under the circumstances of disclosure, would be reasonably understood to be considered confidential, including technical data, trade secrets, know-how, research, inventions, processes, designs, drawings, marketing plans, financial information. Recipient will: (i) hold in strict confidence all Confidential Information; (ii) use the Confidential Information only to perform or to exercise its rights under the Terms of Service; and (iii) not transfer, display, convey or otherwise disclose or make available such Confidential Information to any person or entity except, as applicable, to the directors, officers, employees, agents, contractors, accountants, auditors and legal and financial advisors of Recipient who need to know such Confidential Information, who are under confidentiality obligations substantially similar as those set forth hereunder, and whose handling and treatment of the Confidential Information in accordance with this Agreement is Recipient’s full responsibility. Recipient will use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like nature, but will use at least reasonable care. Recipient may disclose the Confidential Information in response to a valid court order, law, rule, regulation, or other governmental action provided that (x) Recipient notifies Discloser in writing prior to disclosure of the information in the order to provide Discloser a reasonable opportunity to obtain a protective order, and (y) Recipient assists Discloser in any attempt to limit or prevent the disclosure of the Confidential Information. Recipient will promptly notify Discloser in the event of any unauthorized use or disclosure of the Confidential Information. Recipient agrees that Discloser may have no adequate remedy at law if there is a breach or threatened breach of this provision and, accordingly, that Discloser will be entitled to injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to Discloser. The obligations in the Terms of Service with respect to Confidential Information will not apply to any information that would otherwise constitute Confidential Information but that which: (i) is publicly known and made generally available in the public domain without breach of any obligation of confidentiality or restriction on disclosure; or (ii) is in the possession of Recipient without breach of any obligation of confidentiality or restriction on disclosure at the time of disclosure by Discloser. For the avoidance of doubt, the Wholist Program, Wholist data warehouse, and the Terms of Service are Confidential Information of Wholist.
4. OWNERSHIP
   Wholist owns all intellectual property and other rights in and to the Wholist Program.  Nothing in the Terms of Service will be construed as conferring any right or license to such rights, whether by estoppel, implication or otherwise, and You acknowledge that You have no ownership interest in the Program, or any derivatives, modifications, new versions, improvements or enhancements thereto.Wholist either directly or through its affiliates is the owner of the Wholist trademarks, service marks and trade names.
5. DISCLAIMER
   THE PROGRAM AND ALL RELATED SERVICES AND OTHER MATERIALS PROVIDED BY WHOLIST OR ON BEHALF OF WHOLIST ARE PROVIDED TO PARTICIPANT “AS-IS” AND WHOLIST MAKES NO, AND DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE AND THE CONSENT FORM, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WHOLIST DOES NOT REPRESENT OR WARRANT THAT THE PROGRAM WILL BE DELIVERED FREE OF ANY INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS OR IN A SECURE MANNER. THE PROGRAM MAY BE SUBJECT TO LIMITATIONS, DELAY AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WHOLIST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY LOSS OF DATA OR DAMAGES RESULTING THEREFROM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WHOLIST OR ITS COACHES, PERSONNEL OR AUTHORIZED REPRESENTATIVES WILL CREATE ANY WARRANTY.
6. LIMITATION OF LIABILITY
   • Participant Responsibility. It is important that You understand your responsibilities when using the Program. You understand and agree that the failure or delay of Wholist in the performance of its obligations as defined in the Terms of Service are excused to the extent such failure is a result of: (i) Your acts, performance, omission or failures to act (and this applies as well to any entity or individual acting on Your behalf); (ii) unavailability of Your information, materials or systems, including those provided by third parties; (iii) Wholist’s reliance on instructions, authorizations, approvals or other information from Your representative(s) or caregivers; or (iv) any act or omission of a third party not under the control of Wholist.
   • Medical Disclaimer. You understand and are in agreement that the Program and content made available through the Program are for informational use only to help you become better informed about weight wellness. While the information and content being made available through the Program may help you be better enabled to achieve weight wellness, it is not a substitute for obtaining medical treatment or medical advice from your physician(s).
   • Limitation and Disclaimer. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, LOST PROFIT OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE TERMS OF SERVICE AND/OR THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WHOLIST’S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY NATURE UNDER OR IN CONNECTION WITH THE TERMS OF SERVICE AND/OR THE PROGRAM, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EXCEED ONE HUNDRED US DOLLARS.
7. MANDATORY ARBITRATION
   The parties consent to arbitrate any claim, dispute or controversy (each, a “Claim”) arising out of relating to the Terms of Service and/or the Consent Form or the relationships among the parties hereto through binding arbitration administered by the American Arbitration Association (“AAA”). You agree to notify Wholist in writing of any Claim within ten (10) days of when it arises. Notice to Wholist will be sent to: ______hello@wholisthealth.com__. The parties further agree: (i) to attempt informal resolution of the Claim prior to any demand for arbitration; (ii) that any arbitration will occur in Ada County, Idaho; (iii) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association; and (iv) that the state or federal courts in Ada County, Idaho have exclusive jurisdiction over any appeals of an arbitration award. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of the Terms of Service including any claim that all or any part of the Terms of Service is void or voidable. However, the preceding sentence will not apply to the Section entitled “Class Action Waiver” immediately below. Any dispute between the parties will be governed by the Terms of Service and the laws of the State of Idaho and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
   
8. CLASS ACTION WAIVER
   Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction in Ada County, Idaho, and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.
   
9. COMPLIANCE WITH LAWS
   Wholist and Participant each agree to comply with all applicable state and federal laws and governmental regulations in connection with the performance of their respective obligations under the Terms of Service.
   
10. NO THIRD-PARTY BENEFICIARIES
    Nothing express or implied in the Terms of Service is intended to confer, nor shall anything herein confer, upon any person other than Wholist and You any rights, remedies, obligations or liabilities whatsoever.
    
11. SURVIVAL
    Terms whether explicit or by their nature that are contemplated to survive beyond the expiration or termination of these Terms of Service, will survive any termination or expiration.
    
12. NOTICE FOR CALIFORNIA USERS
    The following notice is being provided in accordance with California Civil Code Section 1789.3 to the extent applicable:The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
13. UPDATES TO TERMS OF SERVICE
    YOU AGREE THAT THESE TERMS OF SERVICE MAY BE UPDATED OR REVISED AT ANY TIME BY WHOLIST. IN THE EVENT WHOLIST, IN ITS SOLE DISCRETION, DETERMINES THAT IT IS NECESSARY TO UPDATE OR REVISE THE TERMS OF SERVICE, WHOLIST WILL PROVIDE NOTICE OF SUCH CHANGES TO YOU IN WRITING. SUCH CHANGES WILL BE DEEMED EFFECTIVE THIRTY (30) CALENDAR DAYS AFTER YOUR RECEIPT. NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY, YOU FURTHER AGREE THAT BY ACCESSING OR USING THE PROGRAM AFTER THE EFFECTIVE DATE YOU AGREE AND TO THE EXTENT NECESSARY CONSENT TO SUCH UPDATES AND/OR REVISIONS.
14. ELECTRONIC SIGNATURES
    To the extent legally permissible, You and Wholist agree that the Terms of Service and other related documents (if applicable) may be electronically signed. You and Wholist agree that the electronic signatures appearing on the Terms of Service and/or other related documents (if applicable) are the same has handwritten signatures for the purposes of validity, enforceability and admissibility. You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent, You must notify Wholist in writing that you wish to withdraw consent and request that Your future documents, notices and disclosures be provided in paper format. To request paper copies of documents; withdraw consent to conduct business electronically and receive documents, notices or disclosures electronically; or withdraw consent to sign documents electronically, please contact Wholist at the contact information in Section 1(e) above.
15. GENERAL
    The Terms of Service sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof. You may not assign the Terms of Service and any attempt to do so is null, void and of no effect. All notices required under the Terms of Service will be in writing and sent by express mail or other overnight delivery service providing receipt of delivery to the address set forth under the signatures below, with notice effective upon delivery. The parties hereto are independent contractors. Nothing in the Terms of Service will be deemed to create an agency, employment, partnership, fiduciary, or joint venture relationship between the parties. No waiver under the Terms of Service will be valid or binding unless set forth in writing signed by Wholist. Any delay by Wholist in exercising any right hereunder will not be deemed a waiver of that right. If any portion of this Terms or Service is held invalid, illegal or unenforceable, such determination will not impair the enforceability of the remaining terms and provisions herein. Wholist will not be deemed to be in breach of the Terms of Service for any delay or failure in performance caused by reasons out of its reasonable control, including acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of Wholist.

IN WITNESS WHEREOF, the Parties have set forth their signatures below:

WHOLIST, INC. 

By: Heather Hammerstedt (CEO)
Address:
557 W Sandstone Ct
Boise ID 83702

PARTICIPANT

By: _____________________________
Name: __________________________
Date: ___________________________
Address:_________________________
_________________________
_________________________