Lily Redding, UPGUIDED & UPGUIDED for Emotional Eaters Terms & Conditions

TERMS AND CONDITIONS  

Please READ carefully, as this pertains to the agreement ("Agreement") of your registration with any of the products sold ("Program") by Lily Redding and UPGUIDED (“Lily Redding”). By purchasing the products, you ("Client") agree to the following terms stated.  

PROGRAM  

Lily Redding agrees to provide course content to help Client heal their relationship with food, body image, and self worth. Client agrees to abide by all policies and procedures outlined in this Agreement.  

DISCLAIMER  

Client understands Lily Redding and UPGUIDED, is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietitian, or financial analyst, psychotherapist or accountant. Client understands their participation in this Program will not treat or diagnose any disease, illness, or ailment and if they should experience any such issues they should see their registered physician or other practitioner as determined by their own judgment.  

Client retains Lily Redding, and Lily Redding agrees to perform for Client, certain services set forth below to this Agreement. If any additional services are requested by the Client outside the scope outlined below, the provision of those services shall not be governed according to the terms of this Agreement and if Lily Redding agrees to provide such Services, they shall be governed by an additional signed document by both parties. 

Client understands that Lily Redding and UPGUIDED or UPGUIDED for Emotional Eaters has not promised, nor shall be obligated to, the following:  

(1) Success in relationships, careers, and self development for the Client.  

(2) Provide assistance, as either coach or mentor, with consultations for future contracts made by Client.  

(3) Procure any publicity, social media exposure, interviews, write-ups, features, television, or print promotions for the Client.  

(4) Introduce Client to Lily Redding's full network of contacts, media, or business partners. Client understands that a relationship does not exist between the parties after the conclusion of this program.  

FINANCIAL OBLIGATION  

Client is responsible for the on-time completion of all payment plans associated with products they purchase. Lily Redding and UPGUIDED reserves the right to seek recovery of any monies remaining unpaid via its collection agency. Unsuccessful payments will accrue a 10% late fee per month and Client will be restricted access to the Program until payment is complete.  

METHODS OF PAYMENT  

Lily Reddin and UPGUIDED accepts Visa, Mastercard, and American Express as a form of payment. If Client chooses to pay by monthly installments, he/she authorizes the monthly charge for the product on the Client's credit card or debit card. If Client received their first month free, he/she authorizes the Lily Redding to charge the credit card on file for the next payment installation.

REFUNDS  

Lily Redding, UPGUIDED and UPGUIDED for Emotional Eaters does DO NOT offer refunds on Programs.

CONFIDENTIALITY  

Lily Redding and UPGUIDED respects Clients’ privacy and insists that the Client respects Lily Redding’s and UPGUIDED’s as well. Any confidential information shared by Client or any representative of Lily Redding and UPGUIDED is confidential, proprietary, and and belongs solely and exclusively to the Client or representative who discloses it. Parties agree not to disclose, reveal, or make use of any confidential information or any transactions during discussions, in the forum or otherwise.  

Client agrees not to use such confidential information in any manner other than in discussion with other Clients, or Lily Redding, during the respective Program. Confidential information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party.  

Both parties will keep private information in the strictest confidence and shall use their reasonable efforts to safeguard the confidential information and to protect it against disclosure, misuse, loss, and theft.  

Client agrees not to violate the publicity or privacy rights belonging to Lily Redding and UPGUIDED. Furthermore, Client will NOT reveal any information to a third party obtained in connection with this Agreement or Lily Redding’s or UPGUIDED’s direct or indirect dealings with Client, including but not limited to, names, email addresses, third-party company titles or positions, phone numbers, or postal addresses. Additionally, Client will not, at any time, either directly or indirectly, disclose confidential information to any third party.  

CLIENT RESPONSIBILITY  

Products developed by Lily Redding and UPGUIDED are for strictly educational purposes ONLY. Client accepts and agrees that Client is 100% responsible for their progress and results from products developed by Lily Redding and UPGUIDED. Lily Redding and UPGUIDED makes no representations, warranties, or guarantees verbally or in writing. Client understands that because of the nature of products developed by Lily Redding and UPGUIDED and their extent, the results experienced by each Client may significantly vary. Client acknowledges that, as with any endeavor, there is an inherent risk of loss of capital and there is no guarantee that Client will reach their goals as a result of participation in products developed by Lily Redding and UPGUIDED. Lily Redding's program, education and information is intended for a general audience and does not purport to be, nor should it be construed as, specific advice tailored to any individual. Lily Redding and UPGUIDED assumes no responsibility for errors or omissions that may appear in any Program materials.

Both parties understand that the coaching relationship is a partnership. Lily Redding's sole focus is to empower the Client to attain the results they desire. In exchange, the Client hereby agrees to do their part by following through on the commitments they make during the Program. Client understands that they are responsible for making their own decisions and creating their own results. While Lily Redding will give the Client specific tools and suggestions, the Client agrees that it is ultimately their own and sole responsibility to make their own decisions and determine the best course of action for their life or business, and they are fully responsible for the results they achieve.  

AUTHORIZATION AND RELEASE  

Client understands that their participation in the Program may be recorded in audio, video, still image or other form (individually and collectively "Material"), and hereby grants to Lily Redding and UPGUIDED and its representatives, successors, assigns, employees, contractors, licensees, agents, legal representatives, and any person, corporation, or entity acting under their permission or authority or for whom they might be acting, including anyone distributing or disseminating advertising for the products and/or services of Lily Redding and UPGUIDED: the right and permission to publish, reproduce, distribute, broadcast and/or otherwise use the Material in such manner, in any medium now known or later developed, worldwide in perpetuity, for such purposes, in whole or in part, as Lily Redding and UPGUIDED shall determine in its sole discretion without further compensation or consideration to Client and without further authorization by Client without any restriction as to changes or alterations (including, but not limited to, composite or distorted representations or derivative works made in any medium) in connection with the development of a coaching library or the promotion of Lily Redding’s and UPGUIDED’s business, products, and/or services. Client disclaims any interest in the Material and further acknowledges that such Material constitutes the sole property of Lily Redding and UPGUIDED (or its successors or assigns as the case may be).  

Client hereby warrants that they are over eighteen years of age and competent to contract in Client's own name, or that a legal guardian has approved of their enrollment in this Program.

Client hereby consents, without restriction or limitation as to time or geographic boundary, to the use of Client’s name, approved photograph, approved likeness, voice, and Client’s testimonial, solely in relation to Client’s success stories, in whole or in part, for publication or reproduction in any medium, including but not limited to television, radio, print media and the internet, among others, for any purpose, including but not limited to public relations, education, advertising, marketing, training and research.

Client hereby waives all rights Client may have to any claims or demands for payment or royalties in connection with the use of any of such materials, regardless of the purpose of such use or publication, and regardless of whether a fee is charged or collected by the Coach for any product and/or service in connection with such use and publication. 

Client acknowledges and agrees that Lily Redding and UPGUIDED owns all rights in and to any such photograph, recording or testimonial, including any copyright and/or trademark relating to such use.

MISCELLANEOUS  

LIMITATION OF LIABILITY  

Client agrees they used Lily Redding’s and UPGUIDED's services at their own risk and that Program is only an educational service being provided. Client releases Lily Redding and UPGUIDED, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, Instructors, guides, staff, Participants, and related entities any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (“Releasees”) from any and all damages that may result from any claims arising from any Agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs. Client accepts any and all risks, foreseeable or unforeseeable. Client agrees that Lily Redding and UPGUIDED will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Lily Redding’s and UPGUIDED's services or enrollment in the Program. Lily Redding and UPGUIDED assumes no responsibility for errors or omissions that may appear in any of the Program materials.  

NON-DISPARAGEMENT  

The Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Lily Redding and UPGUIDED or any of its programs, members, owner directors, officers, affiliates, subsidiaries, employees, agents or representatives.  

INDEMNIFICATION  

Client shall defend, indemnify, and hold harmless Lily Redding and UPGUIDED, Lily Redding’s and UPGUIDED's officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors 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 the offering for sale, the sale, and/or use of the product(s). Client shall defend Lily Redding and UPGUIDED in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Client recognizes and agrees that all of the Lily Redding’s and UPGUIDED's shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Lily Redding and UPGUIDED. In consideration of and as part of Client’s payment for the right to participate in Lily Redding and UPGUIDED Programs, Client, your heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge Lily Redding and UPGUIDED and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, and assigns and any of the training instructors, guides, staff or students taking part in the training in any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (“Releasees”) of and from all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs.

NO TRANSFER OF INTELLECTUAL PROPERTY  

Lily Redding’s and UPGUIDED's Programs are copyrighted and original materials that have been provided to Client are for Client’s individual use only and a single-user license. Client is not authorized to use any of Lily Redding’s and UPGUIDED's intellectual property for Client’s personal purposes. All intellectual property, including Lily Redding’s and UPGUIDED's copyrighted program and/or course materials, shall remain the sole property of the Lily Redding and UPGUIDED. No license to sell or distribute Lily Redding’s and UPGUIDED's materials is granted or implied. By purchasing this product, Client agrees (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) that any Confidential Information shared by Lily Redding and UPGUIDED is confidential and proprietary, and belongs solely and exclusively to Lily Redding and UPGUIDED, (3) Client agrees not to disclose such information to any other person or use it in any manner other than in discussion with Lily Redding and UPGUIDED. Further, by purchasing this product, Client agrees that if Client violates, or displays any likelihood of violating, any of Client’s Agreements contained in this paragraph, Lily Redding and UPGUIDED will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.  

INDEPENDENT CONTRACTOR STATUS  

Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel perform hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder.  

FORCE MAJEURE  

In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Lily Redding and UPGUIDED to perform its obligations under this Agreement, the Lily Redding’s and UPGUIDED's performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.  

MODIFICATION  

Lily Redding and UPGUIDED may modify terms of this Agreement at any time. All modifications shall be posted on the Program’s website and purchasers shall be notified.  

TERMINATION  

Lily Redding and UPGUIDED is committed to providing all Clients in the Program with a positive Program experience. By purchasing this product, Client agrees that Lily Redding and UPGUIDED may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Client’s participation in the Program without refund or forgiveness of monthly payments if Client becomes disruptive to Lily Redding and UPGUIDED or Participants, Client fails to follow the Program guidelines, is difficult to work with, impairs the participation of the other Participants in the Program or upon violation of the terms as determined by Lily Redding and UPGUIDED. Client will still be liable to pay the total contract amount.  

NOTICES  

Any notices to be given hereunder by either Lily Redding and UPGUIDED or Client to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by fax or email. Email: thesomaticnutritionist[at]gmail[dot]com. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance.This Agreement constitutes and contains the entire Agreement between the Parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, Agreements and understandings between them relating to such subject matter.