These Terms and Conditions (“Terms”) govern the relationship between Food Allergy Advocates, LLC, a Florida limited liability company (“Company”) and you (“Client”), set forth on the letter agreement by and between Consultant and Client (the “Letter Agreement”), with respect to the allergy consultation services. These Terms are deemed fully incorporated with the Letter Agreement, as if set forth therein. Together, these Terms and the Letter Agreement to which these Terms are attached, constitute the “Agreement”. Capitalized yet undefined terms shall have the meanings ascribed to them in the Letter Agreement.

1. Devotion of Time; Control. The Company shall devote the business time and resources necessary to adequately perform the Services and its duties under the Letter Agreement.  The Client shall not direct or control the Company’s performance of the Services.

2. Termination of Services.

(a) Termination.  Either party may terminate the Letter Agreement at any time during the Term by providing written notice to the other party.

(b) Effect of Termination.  Upon the expiration or termination of the Letter Agreement for any reason whatsoever, Consultant shall immediately cease performing any further Services, unless requested to continue to perform such Services by Client.  Upon termination of the Letter Agreement, Client shall pay any and all outstanding Fees owed hereunder within five (5) business days of such termination.

(c) Survival.  In the event of any termination of the Letter Agreement, the provisions hereof that by their nature extend beyond the expiration or termination of the Letter Agreement will survive and remain in effect until all obligations are satisfied.

3. Fees.  Client shall pay the fees set forth in the Letter Agreement. Amounts not paid by Client when due to Consultant shall be subject to interest charges, from the date due until paid, at the rate of one and one half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly.  Any payments made by credit card shall incur a three percent (3%) credit card processing fee.

4. Trade Secrets and Confidential Information.

(a) The parties acknowledge and agree that during the term of this Agreement, each may receive confidential information from the other party. “Confidential Information” shall mean, (1) information relating to Consultant’s business operations, any plans, diets, recipes, or similar work product created by Consultant, the computer software or other technical information, business plans, financial records, products, product samples, strategies, inventions, designs, marketing, procedures, sales aids or literature, contractual agreements, pricing, price lists, and know-how or other intellectual property of the Company and its affiliates that may be at any time furnished, communicated or delivered to the Client, whether in oral, tangible, electronic or other form; (2) Consultant’s Trade Secrets (as that term as defined by the Federal Defend Trade Secrets Act); (3) Client, or Client’s relatives’, personal or health information, including, without limitation, allergy information; and (4) all other non-public information provided by one party to the other including, but not limited, to financial, technical and business information, and all non-promotional materials furnished by one party to another. This Agreement and its terms and conditions shall be considered Confidential Information.

(b) The parties agree to maintain the other party's Confidential Information in confidence and disclose the Confidential Information only to its employees, who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. The parties shall remain responsible for breaches of this Agreement arising from the acts of its employees. The parties shall protect the other party's Confidential Information by using the same degree of care as the receiving party uses to protect its own information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. The receiving party agrees not to use the disclosing party's Confidential Information for its own purpose or for the benefit of any third party, and shall not reproduce the Confidential Information, without the prior written approval of the other party.

(c) The parties shall not have any obligations to preserve the confidential nature of any Confidential Information that (1) the receiving party can demonstrate by competent evidence was rightfully in the receiving party's possession before receipt from the other party; (2) is or becomes a matter of public knowledge through no fault of the receiving party; (3) is rightfully received by the receiving party from a third party without, to the best of receiving party's knowledge, a duty of confidentiality; (4) is independently developed by the receiving party without use of the other party's Confidential Information; or (5) is disclosed by receiving party with the other party's prior written approval. 

(d) If the receiving party is confronted with legal action to disclose Confidential Information received under this Agreement, the receiving party shall, to the extent legally permissible, promptly notify the disclosing party and reasonably assist the disclosing party in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law.

(e) Upon request by the disclosing party at any time or upon the expiration or earlier termination of this Agreement, the receiving party shall promptly return to the disclosing party all originals and copies of the Confidential Information or, alternatively, at the request of the other party certify destruction of all originals and copies of Confidential Information.

(f) The obligations in this provision shall survive for one (1) year beyond the termination or expiration of this Agreement, or such longer period as required by applicable law, based on the nature of such Confidential Information.

(g) Upon termination of this Agreement, the receiving party shall immediately return to the disclosing party or destroy all materials and all copies of materials involving any Trade Secrets or Confidential Information in such party’s possession or control.  

5. Intellectual Property.  All rights, title and interest of every kind and nature, whether now known or unknown, in and to any intellectual property produced, developed, or disclosed by Consultant, in the course of rendering the Services to Client under and pursuant to this Agreement shall, as between Consultant and the Client, be and remain the sole and exclusive property of the Company for any and all purposes and uses and the Client shall have no right, title or interest of any kind or nature either in or to such property, or in or to any results and/or proceeds from such intellectual property.

6. Independent Contractor Status.  Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Client, but Consultant shall perform the Services hereunder as an independent contractor.

7. Equitable Relief. The Client and the Company recognize that the services to be rendered under this Agreement by the Company are special, unique and of extraordinary character, and that in the event of the breach by the Client of the terms and conditions of this Agreement or if the Client takes any action in violation of Sections 1, or 2, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to below, to enjoin the Client from breaching the provisions of Section 1 or 2.  In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security. 

8. Limitation of Liability; Disclaimers. 

(a) From time to time, Consultant will refer to certain products, services, coaches, experts, consultants, etc. Any such reference is not intended as an endorsement or statement that the information provided by such person is accurate. The Company provides such information as a reference, and the Client agrees that it shall perform its own research regarding such product, service, coach, expert, or consultant. 

(b) Consultant does not own or operate any of the companies or entities that sell certain products or services recommended by Consultant. Therefore, Consultant shall not be responsible for any intentional, careless or negligent actions or omissions, errors, misrepresentations, failures, default or insolvency on the part of such suppliers, which result in any loss, damages, delay or injury or death to Client or Client’s child/children, including, without limitation, any misrepresentation of ingredients contained in such company or entity’s products, failure of such company or entity’s products, or defects, malfunctions, or inability of such products to perform as intended. Consultant does not give any representation or warranty with respect to any part of such supplier's products or services. In the event of any default with respect to the products or services of such suppliers, Client's sole recourse shall be with such supplier, subject to such supplier's terms and conditions. Client on behalf of itself and its heirs, assignees, devisees, child, children, and family members, hereby waives and disclaims, and agrees to hold Consultant harmless from, any injury or death, cost, or expense incurred by Client or Client’s child or children, as a result of any third-party’s products or services, regardless of whether Consultant recommended or suggested such products or services.

(c) The Services are not intended as, and shall not be understood or construed as, medical or health advice. While the Company addresses health and allergy issues and the information and Services provided relate to medical and/or health issues, such information and Services are not a substitute for medical or health advice from a professional who is aware of the facts and circumstances of your individual situation. The role of Consultant is not focused on providing medical services, or to diagnose, treat, cure, or prevent any diseases, disorders, conditions, or allergies. Consultant does not act in the capacity of a doctor, licensed dietitian-nutritionist, psychologist, or other licensed professional. Nothing contained in this Agreement, or throughout the provision of Services by the Company, should be understood as a recommendation that Client should not consult with a medical or health professional to address Client’s particular information. Consultant expressly recommends that Client seek advice from a medical professional. 

(d) During the provision of the Services, Consultant may suspect the existence of certain diseases, disorders, or conditions, and may inform Client of such suspicions. However, Client acknowledges that this shall not constitute a diagnosis or conclusion about the state of Client’s or Client’s child’s/children’s health, and Client shall promptly consult a licensed physician or other health professional regarding any suspected health issues. 

(e) Client acknowledges and agrees that Consultant is relying upon the truth, accuracy, and completeness of the information provided by Client to Consultant in order to perform the Services. 

(f) Client acknowledges and accepts responsibility for the results of its actions, and agrees to take full responsibility for any harm or damage suffered as a result of the use or non-use of the Services. Client further agrees to use Client’s best judgment and discretion and to conduct due diligence to verify any information obtained through the Services, and before taking any action or implementing any plan or policy suggested by Consultant. 

(g) Consultant has not made any guarantees about the results of the Services. The Company provides educational and information resources intended to help the Client navigate food allergy related issues. Client acknowledges and agrees that its food allergies and any outcomes related thereto are a result of innumerable circumstances beyond the control or knowledge of Consultant.  Further, Consultant does not represent that the Services shall be free of errors and/or omissions. Client expressly agrees not to rely on any information provided by Consultant.  

(h) EXCEPT FOR THE PARTIES' CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER THE COMPANY NOR ANY OF ITS EMPLOYEES, OWNERS, OFFICERS, CONTRACTORS, OR AFFILIATES SHALL BE HELD LIABLE OR RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR ANY DAMAGE CLIENT OR CLIENT’S CHILD/CHILDREN MAY SUFFER AS A RESULT OF THE SERVICES, OR AS A RESULT OF CLIENT FAILING TO SEEK MEDICAL ADVICE OR MEDICAL ATTENTION FROM A LICENSED MEDICAL PROFESSIONAL IN CONNECTION WITH ANY CONDITION AFFECTING CLIENT OR CLIENT’S CHILD/CHILDREN. CONSULTANT SHALL NOT BE LIABLE FOR ANY RISK, INJURY OR DEATH, OR DAMAGES RELATING TO OR CAUSED BY CLIENT’S OR CLIENT’S CHILD’S/CHILDREN’S ALLERGIC REACTION, WHETHER DUE TO INFORMATION OR SERVICES PROVIDED BY CONSULTANT OR NOT.

9. Indemnification.  Client shall indemnify, defend, and hold the Company, its shareholders, directors, officers, employees, representatives, affiliates, dealers, agents and assignees harmless against any damages, demands, claims, actions, liabilities, losses damages and expenses, including reasonable attorneys’ fees and expenses (at all levels of proceeding) incurred by the Company as a result of or in connection with (i) any breach of this Agreement by Client, (ii) any failure by Client to comply with any of the terms of this Agreement; and/or (iii) any act, omission or misrepresentation by Client.

10. Miscellaneous.

(a) Headings.  The headings in this Agreement are not part of its provisions, are merely for reference and have no force or effect.  If any heading is inconsistent with any provision of this Agreement, such provision shall govern.

(b) Governing Law; Venue and Jurisdiction.  This Agreement shall be deemed to have been entered into under the laws of the State of Florida and the rights and obligations of the parties hereunder shall be governed and determined according to the laws of said state without giving any effect to conflict of law principles.  All suits, actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any state or federal court sitting in Palm Beach County, Florida, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding and any objection to any such suit, action or proceeding whether on the grounds of venue, residence or domicile.  A final judgment in any such suit, action, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by law.

(c) Severability.  To the extent that the terms set forth in this Agreement or any word, phrase, clause or sentence is found to be illegal or unenforceable for any reason, such word, phrase, clause or sentence shall be modified or deleted in such manner so as to afford the Client the fullest protection commensurate with making this Agreement, as modified, legal and enforceable under applicable laws, and the balance of this Agreement shall not be affected thereby, the balance being construed as severable and independent.

(d) Interpretation.  As used in this Agreement where appropriate, the masculine shall include the feminine; where appropriate, the singular shall include the plural and the plural shall include the singular.

(e) Merger.  This Agreement contains all obligations and understandings between the parties relating to the subject matter of this Agreement and supersedes all prior discussions, negotiations and agreements, whether in writing or otherwise, if any, between them, and none of the parties shall be bound by any conditions, definitions, understandings, warranties or representations other than as expressly provided or referred to in this Agreement.  This Agreement is intended to cancel and supersede all existing agreements between the Company and the Client.

(f) Amendment.  This Agreement may be modified only by a written instrument properly executed by the parties to this Agreement.

(g) Assignment.  This Agreement may not be assigned by Client, in whole or in part, without the express written consent of the Company, which consent may be withheld in the Client’s sole and absolute discretion.  The benefits and obligations of this Agreement shall be binding upon and inure to the benefit of the Company, Client and each party’s successors and permitted assigns.  Nothing contained or implied herein is intended or shall be construed to convey upon any person or entity other than the parties hereto any rights or remedies under or by reason of this Agreement.  There are no third-party beneficiaries of this Agreement.

(h) Waiver.  No provision of this Agreement shall be deemed waived unless expressly set forth in writing.  No waiver by any party to this Agreement of its rights under any provision of this Agreement shall constitute a waiver of the party’s rights under the provisions at any other time or a waiver of the party’s rights under any other provision of this Agreement.

(i) Attorneys’ Fees.  The Company and the Client agree that the prevailing party in any action to enforce any breach of any covenant or term in this Agreement shall be reimbursed by the other party for all expenses and reasonable attorneys’ fees incurred by that party to enforce this Agreement at all levels of proceeding, including, without limitation, pretrial, trial, appeal, proceedings to determine reasonableness, entitlement, or amount of such fees and costs, and collection proceedings in furtherance thereof.

(j) Entire Agreement. This Agreement and schedules attached hereto contain the entire agreement of the parties and supersedes all prior understandings and agreements of the parties, whether written or oral, with respect to the subject matter hereof.  Any reference in this Agreement to this Agreement shall be deemed to include the schedules hereto and such schedules are hereby incorporated by reference into this Agreement.

(k) Counterparts.  This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

(l) Force Majeure. Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its control, including without limitation labor disputes, civil commotion, terrorists acts, war, fires, floods, inclement weather, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, governmental regulations or controls, casualty, strikes, or acts of God, in which event the non-performing party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence. If a party's performance under this Agreement cannot be resumed within sixty (60) days, the other party may provide notice of termination of this Agreement with no further obligation or liability other than Client's payment for Services that have been properly rendered through the date of termination.