Last Updated: 10/01/2021
WAHLS PROTOCOL® SUBSCRIPTION AGREEMENT
This Agreement (the “Agreement”) is made by and between (“Subscriber”) and Dr. Terry Wahls LLC, an Iowa limited liability company, (“Seller”) and becomes effective as of the date set forth below the signature of Seller at the end of this Agreement (the “Effective Date”).
1. Background.
1.1. Seller has developed, owns and maintains a special system of nutritional, health and wellness protocols (the “Wahls Protocol®”) to be made available to persons needing counseling and other assistance in the fields of diet, stress modification behaviors, exercise and detoxification.
1.2. Seller makes the Wahls Protocol® available to members of the general public seeking to support their friends, family and community in following the Wahls Protocol.
1.3. Subscriber wishes to obtain access to the Wahls Protocol® s for personal, family or household use only and not for the purpose of starting or continuing a business or other commercial venture.
2. Definitions.
2.1. Program Materials means:
2.1.1.Teaching the Wahls Protocol®: Wahls Warrior Peer Guide e-book.
2.1.2. Video and audio lectures.
2.1.3. One year access to Terry Wahls private membership site.
2.1.4.One year access to menus, recipes, and shopping lists for all three levels of the Wahls Protocol® Diet Program.
2.1.5. Supplemental PDF materials related to implementing dietary changes.
2.2. Fee means the $1997.00, that Seller currently charges for one copy of the Program Materials.
3. Subscriber’s Representations and Warranties. Subscriber hereby represents and warrants to Seller that:
3.1. Subscriber is purchasing the Program Materials for personal; family or household use only and not for the purpose of (a) starting or continuing a business or other commercial venture, (b) generating income in any form or (c) reproduction or resale of the Program Materials or any other related goods or services in any form whatsoever.
3.2. Subscriber understands and agrees that neither Seller nor any other person will refund all or part of the price paid to the Seller for the Program Materials, or any other goods or services provided by the Seller or any person recommended by the Seller if the Subscriber is dissatisfied with the Program Materials or other goods or services.
3.3. Subscriber understands and agrees that neither Seller nor any person recommended by Seller will provide Subscriber with any form of marketing plan whatsoever, including, without limitation, any (a) advice or training in the form of promotional literature, brochures, pamphlets, or advertising materials (b) training regarding the promotion, operation, or management of any established or new business, or (c) operational, managerial, technical, or financial guidelines or assistance.
3.4.Subscriber understands and agrees that entrance into this Agreement and reading and following the Wahls Protocol® will not enable Subscriber to apply for either (a) certification as a provider of services and support meeting the Wahls Protocol® or (b) listing in the Wahls Protocol® Directory.
4. Subscription. Subscriber hereby orders the Program Materials. Payment of the Subscription Fee shall be as per the terms of Seller’s Order Form. With respect to this subscription: The Subscription Fee will be charged to Subscriber’s credit card registered by the Subscriber with Seller. Subscriber’s acceptance of this Agreement constitutes Subscriber’s authorization to make those charges.
5. Subscriber’s Obligations.
5.1. The Program Materials may not be reproduced, copied or resold in any format.
5.2. Subscriber agrees to take all necessary precautions to assure that no unauthorized persons have access to the Program Materials and that all authorized persons having access refrain from unauthorized disclosure, duplication or reproduction.
5.3. Subscriber agrees not to store copies of the Program Materials on any computer, PDA or network where they can be accessed by persons that are not authorized to have access to the Program Materials.
6. Seller’s Rights and Obligations.
6.1.Seller will make the Program Materials available to Subscriber in a timely manner as determined by Seller.
6.2. Seller may discontinue or revise any and all aspects of the Program Materials at its sole discretion and without prior notice. Except as provided in Section 9 below, WARRANTY, in no event will Seller be responsible for refunding any part of the prepaid Subscription Fee.
7. Copyright. All information available through the Program Materials is protected by copyright or other intellectual property laws. Subscriber may display and print information obtained through the Program Materials solely for Subscribers own personal, non-commercial use. Subscriber may not reproduce, retransmit, distribute, store in a retrieval device, disseminate, sell, publish, broadcast or circulate the information obtained through the Program Materials to anyone, without the express written consent of Seller. Subscriber agrees not to use any information obtained through the Program Materials for any unlawful or unauthorized purpose.
8. Intellectual Property. Subscriber agrees that the Program Materials and all related trade and service marks are and will remain the property of Seller, and that the Subscriber does not have any license or right to use any trade or service mark displayed in the Program Materials without the express written permission of Seller. Seller’s intellectual property rights in and to the Program Materials are protected by United States and international copyright and trademark laws, and Subscriber agrees that she/he is not authorized to reproduce, copy, republish, upload to a third party or distribute the Program Materials without Seller’s prior written consent. This Section shall survive expiration or termination of this Agreement.
9. WARRANTY. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE PROGRAM MATERIALS OR ANY INFORMATION AVAILABLE THROUGH THE PROGRAM MATERIALS. IN NO EVENT WILL SELLER OR ANY OF ITS AFFILIATES BE LIABLE FOR DAMAGES, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL (INCLUDING LOST PROFITS) IN CONNECTION WITH THE USE OF THE PROGRAM MATERIALS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY OF SUBSCRIBERS TO THE PROGRAM MATERIALS IN THE EVENT OF A BREACH OF THIS AGREEMENT BY SELLER SHALL BE TO TERMINATE THIS AGREEMENT AND OBTAIN A REFUND OF A PRO-RATA PORTION, IF ANY, OF ANY PREPAID SUBSCRIPTION FEES BASED ON THE DATE OF TERMINATION. IN DETERMINING THE AMOUNT OF ANY PRO RATA REFUND, THERE SHALL BE DEDUCTED FROM ANY SUBSCRIPTION FEE PAID DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF TERMINATION AN AMOUNT EQUAL TO THE SUBSCRIPTION FEE, IF ANY, PAID DURING THAT 12 MONTH PERIOD MULTIPLIED BY A PERCENTAGE COMPUTED BY DIVIDING (A) THE NUMBER OF DAYS BETWEEN (i) FIRST DAY OF SUCH 12 MONTH PERIOD AND (ii) THE DATE OF TERMINATION AND (B) 365. NO REFUND IS AVAILABLE IF NO SUBSCRIPTION FEE WAS PAID DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF TERMINATION. THE PROVISIONS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
10. Assignment. This Agreement is personal to Subscriber and Subscriber may not assign any of her/his rights or obligations under this Agreement to anyone without Seller’s prior written consent. Seller may assign this Agreement or any of its rights and obligations hereunder without Subscriber’s consent.
11. Term and Termination.
11.1. Term. This Agreement begins on the Effective Date and, unless extended or earlier terminated as provided below, will expire one year after the Effective Date.
11.2. Termination for Default. Seller may terminate this Agreement in the event Subscriber defaults on any of its obligations under this Agreement or has made any false representation or
warranty in connection with entering into, or continuing his/her status under, this Agreement.
12. Governing Law and Choice of Forum. This Agreement will be interpreted and construed in accordance with the laws of the State of Iowa and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state courts located in Iowa City, Iowa, and the federal courts for the Southern District of Iowa also, and each party hereby consents to the personal jurisdiction thereof. The parties will not raise in connection therewith, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action or suit brought in the State of Iowa.
13. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, representations, understanding, or agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. No amendment, modification, addition, or deletion of or to this Agreement shall be binding unless written and signed by both parties to this Agreement. This Agreement will not be supplemented or modified by any course of dealing or usage of trade.