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TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) for BEINGBRIGID FUNCTIONAL NUTRITION CONSULTING LLC (the “Company”, “our”, “us” or “we”) are intended to govern the Company’s meal planner membership program “The Being Collective” designed to help members of the Program (each a “Member”, “you” or “I”) with blood sugar balancing recipes, meal planning and coaching needs (the “Program”). The Company may amend these Terms from time to time as it determines appropriate in its sole discretion. These Terms are an agreement between you and the Company, that states the terms and conditions of a membership in the Program, which includes the privileges set forth herein (the “Membership Privileges”). Your use of the Membership Privileges and our website, mobile sites/application, software/portal and related subsidiary sites and/or selected other domains (collectively, the “Sites”) constitutes your unconditional agreement to the terms and conditions set forth below. For more details see the Waiver of Liability section below. If you do not agree with all of the terms and conditions, do not use our Sites, the Program or the Membership Privileges.  

MEMBERSHIP PRIVILEGES

  1. Meal Plan: Each week of your membership in the Program you will have access to a drag and drop meal plan template (“Meal Plan”) that you can customize to meet your needs.
  2. Automated Grocery List: Each week that you complete your Meal Plan, you will receive an automatically generated list of groceries via your account on our Site listing the items needed for your weekly Meal Plan.
  3. Recipes: You will have access to our blood sugar balancing recipe bank with hundreds of recipes. You can also filter for recipes based upon your dietary preferences or needs (e.g., low glycemic, gluten-free, dairy-free etc.). In addition, new recipes will be added each month.
  4. Community: You will be able to comment, discuss and have access to a supportive community which provides accountability for your goals. You will also receive educational support via access to our Materials (as defined below). As a Member, you must conduct yourself in accordance with these Terms, all applicable laws, standards of good conduct, and in a manner that at all times reflects favorably on Company’s products and the good name, goodwill, and reputation of Company. Member agrees that neither Member nor any of its affiliates or associates, will, and Member will cause each of its affiliates and associates not to, 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, Company, the Program or  Company’s products, or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any Confidential Information of Company, or to malign, harm, disparage, defame or damage the reputation or good name of Company or Company’s products.  
  5. Coaching: As a Member you may participate in weekly coaching calls to discuss questions, barriers, and your meal plan needs with a Registered Dietitian. Calls will take place at a date and time indicated by the Company on its Site.
  6. Revocation of Membership: The Company reserves the right to revoke and cancel any membership or the Membership Privileges of any Member at any time for any reason without explicit explanation. By way of example and without limiting the generality of the foregoing, the Company may revoke the membership of any Member if the Member violates these Terms or any rules, regulations or policies of the Company as determined by the Company in its sole discretion. Cancelled memberships are non-appealable and at the sole discretion of the Company. Company reserves the right to modify or cancel the Program at any time without notice to Member. In the event of any revocation, you will not receive a refund of any pro rata portion of the Member’s dues paid by the Member for the balance of the month, quarter or year (as applicable).

MEMBERSHIP FEES:

  1. Membership Options; Cancellations: 

    Members will join the Kickstarter, paid for with a one time payment that will be made before Challenge begins. Upon signing up, members are automatically enrolled in a quarterly membership of The Being Collective on Day 26 of The Kickstarter. This can be cancelled at any time before the Day 26 of the Kickstarter to avoid being charged the quarterly fee. No refunds are issued after payments are processed.

    Limit of one (1) membership per person. Memberships are non-transferable. Member can select an annual or quarterly membership package. 

    Members may cancel their membership in the Program at any time subject to these Terms by logging into our Site and following the prompts for cancelling the membership. In the event of any cancellation before the next debited payment date, the Member shall not receive any refund for any pro rata portion of the Member’s dues paid by the Member for the balance of the month, quarter or year, as applicable.

    Membership shall automatically renew on a monthly, quarterly or annual basis (as applicable) unless Member provides the Company with notice of non-renewal prior to the expiration of Member’s term.

  2. Mandatory Credit or Debit Card Billing: All Members shall provide the Company with one credit or debit card to which Member authorizes the Company to charge fees and charges, and Member shall substitute such credit or debit card with another credit or debit card when it expires or is no longer valid. Such charges will be settled daily. Members shall receive e-receipts of their charges.
  3. Unpaid Balances: All Members agree to promptly pay directly to the Company any amounts not paid by the credit or debit card company upon written notice from the Company to Member. If not paid within five (5) business days after written notice from the Company, a service charge of one and one-half percent (1.5%) per month (but not to exceed the maximum amount permitted by law) shall begin to accrue from the date of the written notice until payment is made in full. Failure to pay the membership within five (5) business days after written notice by the Company will result in suspension or cancellation, at the Company’s sole discretion, of membership privileges including charging privileges until such time the debt is settled.  
  4. Additional Company Rights: If the account of any Member is delinquent, the Company may at its option take whatever action it deems necessary to effect collection, including without limitation, suspension or termination of a membership or legal action. If the Company commences any legal action to collect any amount owed by any Member or to enforce any other liability of any Member to the Company, and if judgment is obtained by the Company, Member shall also be liable for all costs and expenses of such legal action and reasonable attorneys’ fees, including any fees required in connection with appellate proceedings.  
  5. Price Changes: Members who are grandfathered into a discounted membership rate will continue to be billed at that same rate upon renewal, provided their payment method remains valid and charges are successfully processed. However, if a payment attempt is declined, the member will have 14 calendar days from the date of the failed transaction to update their billing information and resolve the payment. Failure to do so within this timeframe will result in the forfeiture of the grandfathered rate, and the membership will be subject to the most current standard pricing at the time of renewal. Additionally, grandfathered rates are non-transferable across membership tiers. For example, if a member is grandfathered into an annual membership at a discounted rate, they may not switch to a quarterly plan and expect to receive a prorated or equivalent discount. In such cases, the member will be charged the prevailing rate for the new membership tier as published at the time of the plan change.

WAIVER OF LIABILITY; DAMAGES

By acceptance of membership, each Member acknowledges that the use of the Program, use of our Sites and any privilege or service incident to membership is undertaken with knowledge of risk of possible injury or death. Member accepts any and all risk of injury or death to Member sustained while using the membership. By acceptance of membership, each Member agrees to release and hold the Company, any manager of the Company, their affiliates, their successors and assigns and their respective directors, officers, partners, members, dietitians, shareholders, employees, representatives and agents and the members of any advisory committee (collectively, the “Released Parties”) harmless from any and all loss, cost, claim, injury, damage or liability sustained or incurred by Member resulting from the use of the membership in the Program and/or from any act or omission of any of the Released Parties, unless caused by the gross negligence or willful misconduct of any of the Released Parties as determined by a final judicial finding or order.

Member may not assert any claim against the Released Parties on any theory of liability for special, indirect, consequential or punitive damages. Member acknowledges and agrees that the Program is a general health and wellness educational program that is not specifically tailored to any particular Member. In connection therewith, Member is aware that the Company’s services, Program materials, Meal Plans, grocery lists, templates, guides, portals and all modules associated therewith (“Materials”) shall not be construed as medical advice or medical information for Member and accordingly the information therein may not be advisable for all Members. Accordingly, each Member acknowledges that the Program has certain inherent risks and could result in loss and/or injury to the member, including, but not limited to, death, serious or permanent physical injury, and adverse or allergic reactions. Each Member hereby assumes all of the risks of the Program and understands and acknowledges that there is no guarantee Member’s participation in the Program will result in any outcomes.  In addition, each Member certifies that (i) such Member shall be fit to participate in the Program, (ii) each Member should consult their own medical or health care professionals prior to participation in the Program, including, without limitation, as it relates to allergens, and (iii) it will not place undue reliance on any statements in the Materials or hold Company liable for any failure to achieve any outcomes as a Member of the Program. The Materials have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. Each Member understands that the Company assumes no responsibility for, or obligation to provide, medical or other assistance to Member.  MATERIALS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. Member agrees not to use the Materials in any manner that is disparaging or that otherwise portrays Company, Company’s Sites or any hosted member of Company or Company employee or representative in a negative light.

OWNERSHIP RIGHTS

  1. Member represents, warrants and covenants that the Company will be the sole owner of all of the results and proceeds of the Company’s services under these Terms, including the Program, Meal Plans, Materials, any copyrights, patents, trademarks and other intellectual property rights in any work or property created by the Company, or anyone under the Company’s direction and any marketing, promotional, literary or other materials created in connection with the performance of such services hereunder including, without limitation, any film, video, still photograph, digital recording, graphics, designs, artwork, models, prototypes, inventions, recipes, formulae, processes and writings, including, without limitation, content created by Member(s) and disseminated via the Sites (collectively, the “IP”).  Where, by operation of law, any of the rights described herein including, without limitation, any rights to the IP, do not vest initially in the Company, good and valuable consideration being extant, the adequacy and receipt of which Member hereby acknowledges, Member irrevocably assigns and transfers to the Company, in perpetuity, all of Member’s worldwide rights, title and interest, whether such rights are vested or contingent, in and to any such IP including, without limitation, any copyrights, patents, trademarks and other intellectual property rights, to the Company.  Member understands and agrees that it will not use the IP in any manner whatsoever, for any purpose whatsoever, except as set forth herein, and it will not disseminate any such IP, in any manner, without the prior written consent of the Company.  
  2. Subject to these Terms, Member hereby grants to Company the right to utilize Member’s name, nickname, image, profile headshots, likeness, endorsement, voice, picture and photograph, biographical data, review, testimonials, pre and post symptom assessment data, and statements (collectively, the “Likeness”) in connection with the Program, development of external facing marketing materials, use any Member experiences internally or externally, repurpose Likeness for marketing purposes and to otherwise promote the Company and its services, in all forms of advertising, promotion and marketing including, but not limited to, all types of print, point of sale, out of home, billboard, vehicle wrap, event promotional materials, product packaging, press releases, internet-based digital media (including, but not limited to, digital web banners), social media, new media (including, but not limited to, distribution via mobile technology and podcasts), radio and television.
  3. Member acknowledges and agrees that the Company may disclose certain confidential information, which confidential information includes, but is not limited to, information pertaining to the Company’s and its affiliates’ financial affairs, products, services, know-how, business systems, marketing strategies, trade secrets, equipment, technology and other technical and commercial information (collectively, “Confidential Information”) solely to permit Member to enjoy the membership. Member will maintain the secrecy of all such Confidential Information and shall not use, disclose or otherwise exploit any Confidential Information of the Company for its own benefit, or for any purpose not specifically authorized by the Company or herein.  For the avoidance of doubt, the Program and the Materials associated therewith shall be Confidential Information of the Company. Accordingly, Member shall not sell, modify, reproduce, share, disclose, use or disseminate any Materials or Confidential Information provided under the Program, other than to its healthcare professionals for the purpose of rendering care to Member.

ACKNOWLEDGMENT OF RECEIPT

Each Member hereby acknowledge receipt of these Terms. Member has read and understands and agrees to be bound by the terms and conditions thereof as the same may be amended from time to time by the Company. Member further acknowledges that in order to acquire the Membership Privileges in the Company, Member must submit electronically or deliver to the Company a fully completed and signed application via the Site, along with a Credit Card authorization. Member acknowledges and agrees that Member has provided Company with truthful, accurate and complete application information. If any such information changes, Member shall immediately update Member’s application information.

AMENDMENTS TO THE RULES OF THE COMPANY

The Company may change the rules of the Company and/or these Terms by displaying notification of change at the Site.

GOVERNING LAW

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms or the rights and obligations of entrants or Company in connection with the challenge shall be governed by and construed in accordance with the internal laws of the state of Delaware without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.

WAIVER OF JURY TRIAL

THE MEMBER AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THESE TERMS OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

ARBITRATION

Any dispute arising out of or relating to these Terms or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York.