Commission Plan 3 (Leadership – Team Lead)

Description

If you have leadership qualities and would like to mentor other coaches, you can earn a higher, on-going commission by training, assisting and mentoring other Provider Partners.  Help others get started, mentor other Partners ongoing and watch your team grow. In order to qualify to become a Team Lead, you must know the Nutrition Factors Platform extensively in order to train and assist other Provider Partners.

You will get paid on Nutrition Factors sales from team members.  Team members personal coaching commissions are excluded.  If you choose to take on the responsibility that comes with the Team Lead position, you will be expected to assist, train and mentor other Provider Partners. These Provider Partners will look to you for guidance and help. Nutrition Factors’ compensates Team Leads for this service; therefore, you must be willing to mentor and train.

Designed For:  Professionals and Coaches who:

• already have or want to build their business using telehealth services
• want to market their own services to local businesses and on social media
• want a personalized coaching portal
• want to use the coaching portal to connect and manage with clients
• want to connect with clients through the Nutrition Factors platform
• want to market their own services to local businesses and on social media
• want to set their own fees
• want to use their own programs
• may want to earn commission on Nutrition Factors’ products or services
• want to opt in to receive client referrals (see referral agreement)
• want to receive Partner/Coach referrals (see agreement)
• want to be a Nutrition Factors’ influencer (see description below)
• want to lock in the monthly Coaching portal fee at $49.99/mo
• want to earn higher commissions on Nutrition Factor’s’ products or services through the Provider Partner program for assisting and training other coaches
• want to help other coaches get started
• want to oversee a team of coaches
• will assign client referrals to other coaches on their team
• want to train and assist their team members
• oversee client referrals assigned to Provider Partners on their team
• want to be a Guest Speaker on podcasts and webinars
• want to submit corporate suggestions. One-time bonus to Coach if the suggestion is accepted.
• want to be spotlighted/recognized on the Nutrition Factors blog and in Newsletters for achievements.
• want to contribute to the blog with your personal name, company and bio on post with a link back to your Coaching Portal. However, all posts will be moderated and may not be accepted.

• receive 10 bottles of whey protein powder- 5 chocolate and 5 vanilla

Status: Independent Contractor, Team Lead

Cost: $2,500 (one-time payment) with first month free and $49.99/mo, thereafter

Nutrition Factors’ Influencer

An influencer is someone that leads, guides, directs and influences others to make decisions.    They are dedicated to their trade and are people of authority that stand out in their field.  If this sounds like you, you are invited to collaborate with Nutrition Factors. Be seen on Nutrition Factors home page with a link to your coaching portal and be spotlighted on our blog and newsletters.

Facts

• Team Leads are recognized for their leadership among their peers. With opportunities to promote ideas on a national stage, your influence is elevated and so is your positive reputation.
• If you choose, you can lead a multi-disciplinary team (e.g. Healthcare Providers, Dietitian, Health Coach) to develop new programs, protocols, and techniques that have never been done before.
• Nutrition Factors generate leads from membership signups. The new member can request a consultation with one of our Partners. These new memberships are distributed to Team Leads where they are shared with the Team Leads’ network of coaches.
• Finding clients can be time consuming, difficult and expensive. As Team Lead you have an opportunity to be a part of a program that helps connects you with other Provider Partners and our members. What is this worth to you?
• Owning your own business and trying to do it all yourself can be stressful. Nutrition Factors does the heavy lifting for you.

Your Commission

• Personal Coaching Fees: You keep 100% of your Coaching fees on your personal clients. You bill directly through your Telehealth portal
• Earn commissions from personal sales of Nutrition Factors products and services (see commission plan)
• Receive referrals on clients and Partners (when available), However, if Nutrition Factors provides pre-paid referral clients to Provider Partner, the Provider Partner will receive a commission through the Partners portal based on a percentage.
• Earn ongoing commissions from sales of other Provider Partners assigned to your team.

Training and Assist Commission

Nutrition Factors offers a higher commission on Commission Plan 3 for qualifying Provider Partners. The Team Leader receives extra commissions to train and assist other Provider Partners.  When available the company will introduce Team Leads to other Provider Partners others who need mentoring. In order to participate in this plan, the Team Lead must have a paid monthly subscription to the Provider Partner Portal.  The Team Lead as a mentor, receives compensation from helping a new Partner get started and from providing ongoing support.

The purpose of this position is help other Partners-

• get started
• oversee referrals among Provider Partners in a specific geographical area,
• answer questions from team members
• train, assist other Provider Partners with counseling of their patients (if needed)
• help other Provider Partners with menu plans (within your scope of Practice)
• Recognize achievement, performance and loyalty to Team Leader that help other Provider Partners with their business

What You Get:

• Leadership Opportunities
• Client referrals (see agreement)
• Coach referrals (add to your team)
• Featured on blog and other social media accounts
• Healthy Living Tools– Recipe database with nutrition label, 7 day menu planner, shopping list, weekly meal plans, kitchen makeover, healthy product store, meal prep guide.
• Telehealth Portal-HIPAA complaint (personalized) telehealth web portal with video chat, instant billing, screenshare, three way calling, file transfer, and waiting room.
• Wellness and Weight Control-GRID DIET, step by step guide to weight loss, assessments and questionnaires.
• Wearables and Tracker*– Virtual personal trainer with over 4000 exercises, coaching app, activity tracker, body composition monitor, connect with your personal coach, food tracker.
• Connect and Engage– Webinars, blog posts, newsletters, educational videos, health tips and motivational challenges.
• Coaching– Onsite and online coaching using the Nutrition Factors Platform, HIPAA compliant telehealth portal, instant billing, calendar link.
• Education Database– Nutrition Factors library, cutting edge content
• Online Billing, EHR, File Transfer-Link to OfficeAlly for free billing services

Requirements:

• Signed Contract – agrees to only provide services within your “scope of Practice”, terms and conditions for use of portal
• TeleHealth Contract (Telehealth)
• Signed Provider Partner Commission Agreement
• Signed Nutrition Factors Platform – Terms of Use Agreement
• Signed TeleHealth Contract
• Select Referral Agreement (if you choose to participate)
• Proof of liability insurance
• Licensure or Certification in your field of practice
• W-9
• Stripe Account (payment method for telehealth)
• Pay Pal Account (to receive payments from NF through keap.com)
• Business Account- It is recommended that you set up an LLC or corporation
• Business License-Check with your local government to see if a business license is required
• Be available to take calls
• Willing to help other Partners get started
• Must have a paid Provider Portal $49.99/mo

Commission Plan 3 Payouts

Nutrition Factors’ Commission Plans are designed similar to plans in the Insurance and Financial industries.  For example, when someone referred by you becomes a Partner, you receive a commission from the product sales for that new partner.  You also receive a commission for most product sales, up to a maximum of three levels.  Review the table below for the commission structure:

Commission Plan 2 (Member Support-Team Member)

Description:

This commission plan is for the Provider Partner that doesn’t want to subscribe to their own personalized Provider Partner Portal but would rather work with Nutrition Factors independently to follow-up on referrals on an “as needed basis” from the company.  There are no fees for the coaching portal. The Provider Partner Portal and client referrals are owned by Nutrition Factors. However, the Coach does not have the luxury of branding the Provider Partner Portal with their personal credentials and must work within the Company’s pricing structure and the guidance of their mentor.

Designed For:  Professionals and Coaches who:

• want to contract their services and expertise to Nutrition Factors members and potential members
• want to use the Nutrition Factors Wellness Platform for referred clients
• don’t want to find their own clients
• are new to coaching and would benefit from mentoring

Status: Member Support-Team Member

Your Cost: Free

Facts:

Receive referrals from Nutrition Factors’ customer support or a Team Lead.  It is understood by the partner that referral leads are generated and paid for by the Company’s effort to market the Nutrition Factors’ products and services. Provider Partner does not pay for use of the coaching or telehealth portal.  Therefore, commissions are lower than other commission plans.  In addition, you the Partner can earn commissions on personal sales of memberships and services.

Nutrition Factors provides the business opportunity.  The Provider Partner benefits from our marketing effort. This is a turn-key service for the Provider Partner.

• Provider Partner schedules clients on their own time and guides the client.  The Company does not get involved between the Provider Partner and the client as the counseling session is confidential and the coach should be educated enough to give proper advice.  The Company brokers the opportunity to an independent contractor.
• The Provider Partner guides and decides the course of action for the client.
• Use the Nutrition Factors platform, telehealth and Nutrition Factors’ Gym App to Coach referred clients.
• Provider Partner cannot coach referred clients outside of the Nutrition Factors platform.
• Provider Partner does not set fees or charge client for any additional fees.
• Company reserves the right to reassign client if the client’s rating of the coach is below acceptable rating.
• Company has the right to monitor the relationship between client and team lead, should a complaint occur.
• Provider Partner works under the direction of a Team Lead.
• The Partner is unable to customize the portal with their personal brand.

Your Commission: (see commission fees)

• Commission for Services – Receive commissions for coaching services on pre-paid services.
• Payments are paid out bi-monthly to your PayPal account

What’s in For You:

Included in your Provider Portal.

• Healthy Living Tools– Recipe database with nutrition label, 7-day GRID DIET Menu Planner, shopping list, weekly meal plans, kitchen makeover, healthy product store, meal prep guide.
• Telehealth Portal-HIPAA complaint (personalized) telehealth web portal with video chat, instant billing, screenshare, three way calling, file transfer, and waiting room.
• Wellness and Weight Control-GRID DIET, step by step guide to weight loss, assessments and questionnaires.
• Wearables and Tracker*– Virtual personal trainer with over 4000 exercises, coaching app, activity tracker, body composition monitor, connect with your personal coach, food tracker.
• Connect and Engage– Webinars, blog posts, newsletters, educational videos, health tips and motivational challenges.
• Coaching– Onsite and online coaching using the Nutrition Factors Platform, HIPAA compliant telehealth portal, instant billing, calendar link.
• Education Database– Nutrition Factors library, cutting edge content
• Online Billing, EHR, File Transfer-Link to OfficeAlly for free billing services

Requirements:

• Signed Provider Partner Commission Agreement
• Signed Nutrition Factors Platform – Terms of Use Agreement
• Signed TeleHealth Contract
• Select Referral Agreement (if you choose to participate)
• Proof of liability insurance
• Licensure or Certification in your field of practice
• W-9,
• Pay Pal Account (to receive payments from NF)
• Earn commissions on Nutrition Factor’s products and services sold
  •      Client, Coach & Business Memberships
  •      Products
  •     Business Wellness Portal
  •      And more…

Commission Plan 2 Payouts

Nutrition Factors’ Commission Plans are designed similar to plans in the Insurance and Financial industries.  For example, when someone referred by you becomes a Partner, you receive a commission from the product sales for that new partner.  Review the table below for the commission structure:

Commission Plan 1 (Business Builder)

Description:

This plan is for the Provider Partner who is very serious about building their wellness and Telehealth business.  The Nutrition Factors Platform allows you to market your own business and services to your clients.  Partners can customize the Provider Portal to fit their personal brand. Partners set their own coaching fees.  Use your own custom programs or ours, for one-on-one or group coaching.

Designed For:  Professionals and Coaches who:

• already have or want to build their business using Telehealth services
• want to market their own services to local businesses and on social media
• want a personalized coaching portal
• want to use the coaching portal to connect and manage with clients
• want to connect with clients through the Nutrition Factors platform
• want to market their own services to local businesses and on social media
• want to set their own fees
• want to use their own programs
• may want to earn commission on Nutrition Factors’ products or services
• want to opt in to receive client referrals (see referral agreement)

Status: Independent Contractor, Team Member

Your Cost: $99.99/mo.  (Provider Partner Portal Subscription)

Facts:

• A Telehealth portal is provided with your coaching portal. You will need to set up a stripe account to receive payments from your clients. Stripe charges a merchant service fee to process the payment. Payments from clients for your personal coaching services goes directly to your bank account.

Your Commission: (see commission fees)

• You keep 100% of your coaching fees that you find independently. Bill clients directly at the time-of-service through the provided Telehealth portal and get paid instantly.
• Earn commissions on Nutrition Factors products and services sold.
• When Nutrition Factors provides referrals from clients who have purchased a pre-paid package, the Provider Partner will receive a commission to counsel the client based on the service sold.
• Payments are paid out bi-monthly to your PayPal account

What’s in It for You:

Included in your Provider Portal

Healthy Living Tools– Recipe database with nutrition label, 7-day GRID DIET Menu Planner, shopping list, weekly meal plans, kitchen makeover, healthy product store, meal prep guide.

Telehealth Portal-HIPAA complaint (personalized) Telehealth web portal with video chat, instant billing, screenshare, three way calling, file transfer, and waiting room.

Wellness and Weight Control-GRID DIET, step by step guide to weight loss, assessments and questionnaires.

Wearables and Tracker*– Virtual personal trainer with over 4000 exercises, coaching app, activity tracker, body composition monitor, connect with your personal coach, food tracker.

Connect and Engage– Webinars, blog posts, newsletters, educational videos, health tips and motivational challenges.

Coaching– Onsite and online coaching using the Nutrition Factors Platform, HIPAA compliant Telehealth portal, instant billing, calendar link.

Education Database– Nutrition Factors library, cutting edge content

Online Billing, EHR, File Transfer (a secure place to store patient/client records – free basic account at no additional cost)

*sold separately

Requirements:

• Signed Provider Partner Commission Agreement
• Signed Nutrition Factors Platform – Terms of Use Agreement
• Signed Telehealth Contract
• Select Referral Agreement (if you choose to participate)
• Proof of Liability Insurance
• W-9
• Stripe Account (payment method for the Telehealth portal)
• Pay Pal Account (to receive payments from Nutrition Factors)
• Business Account- It is recommended that you set up a company (S-Corp and/or Limited Liability Company (LLC))
• Business License-Check with your local government to see if a business license is required

Referrals: see Provider Partner Referral Agreement

Commission Plan 1 Payouts

Nutrition Factors’ Commission Plans are designed similar to plans in the Insurance and Financial industries.  For example, when someone referred by you becomes a Partner, you receive a commission from the product sales for that new partner.  You also receive a commission for most product sales, up to a maximum of three levels.  Review the table below for the commission structure:

Referral Partner Program Agreement

Provider Partners as Referral Partners

Provider Partners who opt-in the Referral Partner Program are recognized as Referral Partners in Nutrition Factors’ back-office system.  A Referral Partners is a special participatory class of Provider Partner. Referrals can be very profitable for a Referral Partner.  Referral Partners operate independently or as members of Nutrition Factors Teams.

Disclosure

The Nutrition Factors Platform is an integrated set of interactive tools that promote wellness.  Our Provider Partners are Healthcare Providers including licensed; Physicians, Nurse Practitioners, Dietitians, Health Coaches, Nutritionists, Personal Trainers, and others.  The platform is designed to help operate and grow each provider’s independent business.

The platform’s marketing and sales tools function as a lead generator for individuals seeking help. They are encouraged and incentivized to become Nutrition Factors members.  Nutrition Factors refers new member leads to qualifying Referral Partners.   Referral Partners must understand that through the marketing effort of the Company, leads are generated at the paid expense of the Company, and therefore belong to Nutrition Factors.  However, Partners can profit from this wonderful service. Referral leads are a way for Nutrition Factors to actively support members and Partners that use the Nutrition Factors Platform.

In signing this agreement, I understand that:

• Nutrition Factors is not responsible for building a Partner’s business. Rather, it is the sole responsibility of the Partner to find and engage their own clients and build their business through their own efforts.  Nutrition Factors makes no representation of income claim.  However, the Nutrition Factors Platform is designed to bring Partners and Clients together to help each achieve their goals.
•  
• Leads are not guaranteed. Nutrition Factors cannot control the supply and demand of referrals coming into the program.  Team Leads have discretion for routing referrals to the “right” Partner.  If a lead is requesting help with menu planning, the lead would be routed to a Registered Dietitian and not a Personal Trainer. Conversely, if a lead has requested help with fitness, the referral would be routed to a Personal Trainer.  As new members engage services their needs change.  We encourage team networking to help achieve a higher degree of member wellness.  For example, a Dietitian can work with a Health Coach or Personal Trainer to develop specific menu plans where both the referring Partner and the receiving Partner can share in the profit.

How the Referral Program Works

Referral leads are generated from Nutrition Factors’ marketing efforts to promote membership sign-ups. As new members sign-up for a Free, Core, or Full Access account, they are offered a “Free” fifteen (15) minute consultation with a Nutrition Factors’ Partner. The client can specify the type of service(s) they are interested in, such as; wellness, weight loss, nutrition, or fitness plans, etc.  Once the member opts-in for the consultation, Nutrition Factors’ support team is notified, and the member is contacted and screened.  Once screened, the referral lead is then routed to a Team Lead or to a Partner with a matching profile in the same geographical area of the client.

Referral leads are routed in one of two ways; 1) Referral leads are added directly to a Partner’s calendar, 2) Referral leads are routed to the Team Lead in the same geographical area, then routed to a Referral Partner by the Team Lead.

Types of Referrals

Nutrition Factors offers both Client and Partner Referrals:

Client Referrals – Client referrals are provided to Referral Partners participating in any of the three Commission Plans.

Partner Referrals – Partner referrals are only given to Team Leads on Commission Plan 3.  Nutrition Factors rewards Partners for training and helping other coaches get started.  If you are on Commission Plan 1 or 2 and are a self-starter who wants to mentor and train other coaches, you should consider Commission Plan 3.  Commission Plan 3 is a great way to engage Nutrition Factors, other Provider Partners, and your team members at a higher level.

Non-Solicitation Agreement for Referrals– A Partner can offer a referred client additional services and products, if the services are billed through the Nutrition Factors Partner Program. The Partner agrees to not circumvent or otherwise provide outside services to clients referred to them for personal gain outside of Nutrition Factors.  Any Partner that circumvents or abuses this agreement by working with the referred client outside of the Nutrition Factors platform will be terminated from the Nutrition Factors platform.

I further Agree That I:

• Will maintain current licensure
• Will provide services only to clients covered by my licensure
• Will be an active, contributing Referral Partner
• Will maintain a paid Provider Portal
• Will provide access to my Portal Calendar
• Will complete Nutrition Factors Training & Certification
• Will be honest in dealing with clients, partners, and Nutrition Factors
• Will honor the Non-Solicitation Agreement defined above
• Will have signed Client/Coaching Agreements before beginning any coaching services
• Will fulfill all Client/Coach Agreements
• Will deliver all services agreed upon and
• Will be responsible for any fees due the client should I default on the Client/Coach Agreement
• Will contact referral leads within 24 workday hours of receiving the referral
• Will not use the referrals for another company
• Will not take Nutrition Factors’ leads elsewhere
• Will not be delinquent in paying service fees

Failure to Follow Up

If the receiving Partner fails to follow up with the referred lead, the referral will be reassigned after 48 hours.

Affiliate Partner schedules clients on their own time and guides the client.  The Company does not get involved between the Partner and the client for counseling services. The Company is the broker of the opportunity.

Note: Nutrition Factors surveys referred clients to monitor quality of services.  Nutrition Factors is not obligated to refer any clients to any given Provider Partner.

Referral Partner Agreement

It is the sole responsibility of the Provider Partner to read, understand and adhere to the terms of this agreement.  By using the Provider Partner Portal and the Company’s Wellness Platform you agree to these terms.  As a Partner you agree to periodically review changes to this agreement, website, content or marketing information. The Company reserves the right to amend, change or update this contract without notification. Any updates will be posted on the website.

COUNTERPARTS

Electronic Signatures

This Agreement is executed in any number of counterparts such as by an electronic signature or written signature.  These signatures must be treated in all respects as having the same force and effect as original signatures.

Business Associate Agreement (BAA)

This Provider Partner Agreement (“Agreement”) is made and effective as of date of signing by and between Nutrition Factors, Inc. a Utah Corporation (including its affiliated entities), (collectively referred to herein as “Covered Entity”) and the Provider Partner, (referred to herein as “Provider Partner” as defined below).

Whereas, Covered Entity provides its health and wellness web-based products and services to the Provider Partner which may involve the use or disclosure of information which meets the statutory definition of Protected Health Information (defined below) under the Health Insurance Portability and Accountability Act (“HIPAA”).

Whereas, under HIPAA, Covered Entity and Provider Partner must enter into a written Provider Partner Agreement with respect to the use and disclosure of Protected Health Information.

Therefore, in consideration of the mutual provisions contained herein, it is agreed as follows:

RECITALS

A.       Provider Partner has access to certain data which includes both Protected Health Information (“PHI”) [defined in paragraph 1(d)] and non-PHI disclosed or made available by or on behalf of Covered Entity to Provider Partner and derivatives thereof.

B.        Covered Entity and Provider Partner are required to comply with HIPAA, defined in paragraph 1(b) and other laws which protect the privacy, security and confidentiality of an individual’s PHI.

C.        HIPAA requires Covered Entity to enter into a contract with Provider Partner containing specific requirements to protect the security and confidentiality of individual’s PHI, as set forth in, but not limited to, HIPAA and contained in this Agreement.

1. Definitions. All capitalized terms not defined herein shall have the meaning ascribed to them by HIPAA (defined below), including Provider Partner, Covered Entity, Data Aggregation and Designated Record Set.

(a)       “Breach” shall mean the unlawful or unauthorized access to, viewing, acquisition, use or disclosure of PHI.

(b)       “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191), Title XIII of the American Recovery and Reinvestment Act of 2009 (Public Law 111-005) and the rules, guidance and regulations promulgated thereunder, as amended from time to time, including 45 Code of Federal Regulations, Parts 160 and 164.

(c)        “Individual” shall have the same meaning as the term “individual” under HIPAA and shall include a person who qualifies as a personal representative.

(d)        “Protected Health Information” (“PHI”) shall have the meaning given to such term under HIPAA and shall include any information, whether oral or recorded in any form or medium, limited to the information created or received by Provider Partner from or on behalf of Covered Entity (i) that relates to the past, present or future physical or mental health condition of the patient, the provision of health care to patient, or the past, present or future payment for the provision of health care to patient; and (ii) that identifies the patient or with respect to which there is a reasonable basis to believe the information can be used to identify the patient.

(e)       “Secretary” shall mean the Secretary of the U.S. Department of Health and Human Services or her/his designee.

(f)        “Security Incident” shall mean any accidental, malicious or natural act that: (i) Results in a Breach of any PHI or credit card information; or (ii) Adversely impacts the functionality of the Dignity Health network; or (iii) Permits unauthorized access to the Dignity Health network; or (iv) Involves the loss or loss of control of a Dignity Health owned or managed information technology resource; or (v) Involves the use of Dignity Health technology resources for illegal purposes or to launch attacks against other individuals or organizations; or (vi) Impacts the integrity of Dignity Health’s files or databases including, but not limited to: (1) interface failures; (2) inadequate testing or change control procedures; or (3) other failures which result in the deletion or unauthorized changes to an electronic database. A “Security Incident” shall not include any attempted access of system operations in an information system by a Packer Internet Groper (PING) program.

(g)        “State” shall mean the state in which the Covered Entity is located.

(h)        “Subpart E” shall mean 45 Code of Federal Regulations, Part 164, Subpart E, which consists of Sections 164.500 et seq., as amended from time to time.

2. Permitted Uses and Disclosures by Provider Partner

(a)         For Covered Entity. Except as otherwise limited in the Agreement, Provider Partner (i) shall create, maintain, transmit, access, use or disclose PHI only for the benefit of Covered Entity and to perform functions, activities, or services as specified in the Agreement, and (ii) shall not use or disclose PHI in a manner that would violate HIPAA if done by Covered Entity. Provider Partner shall only use and disclose the minimum amount of PHI necessary to accomplish the purpose of the use or disclosure.

(b)         Minimum Necessary. Provider Partner shall use only the minimum amount of PHI necessary to perform the specified functions, activities or services, in accordance with Covered Entity’s minimum necessary policies and procedures. In the event of inadvertent access by Provider Partner to more than the minimum necessary amount of Covered Entity’s PHI, Provider Partner will: (i) treat all such PHI in accordance with the Agreement; (ii) promptly notify Covered Entity, in accordance with paragraph 3(d) below, of such access; (iii) erase, delete, and/or return such PHI as quickly as possible; and (iv) take all necessary actions to prevent further unauthorized access to PHI beyond the minimum necessary amount.

(c)         Management of Provider Partner.  Except as otherwise limited in this Agreement, Provider Partner may use or disclose PHI for its proper management and administration or to carry out its legal responsibilities, provided that (i) the disclosure is required by law, or (ii) the Provider Partner obtains reasonable assurances from the person to whom the information is disclosed that such information shall remain confidential and be used or further disclosed solely as required by law or for the purpose of assisting Provider Partner to meet Provider Partner’s obligations under this Agreement.  Provider Partner shall require any person to whom PHI is disclosed under this subsection to notify Provider Partner of any instance of which it is aware in which the confidentiality or security of the PHI has been breached.

(d)        Data Aggregation.  Except as otherwise permitted in this Agreement, Provider Partner may use PHI to provide Data Aggregation services only for Covered Entity.

(e)        Compliance with State Laws.  Provider Partner may use, disclose and access PHI only as permitted by State law, unless such State law is contrary to HIPAA and is preempted by HIPAA in accordance with 45 Code of Federal Regulations Sections 160.201 et seq.

3. Obligations of Provider Partner

(a)        Use.  Provider Partner shall not use or disclose PHI other than as permitted or required by this Agreement or as required by law.

(b)        Safeguards.  Provider Partner shall use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement.  Provider Partner shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, security, integrity and availability of PHI that it receives, maintains, transmits or creates on behalf of Covered Entity and that comply with the requirements of HIPAA.  In addition, if Provider Partner conducts credit card transactions (i) such safeguards shall consist of or include the recommendations of the Payment Card Industry Data Security Standards, found at https://www.pcisecuritystandards.org and (ii) Provider Partner shall not store security code (i.e. CVC) information or credit card magnetic strip information in any form.

(c) Mitigation.  Provider Partner shall promptly mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Provider Partner in violation of this Agreement.

(d)        Notify Covered Entity.  Provider Partner shall promptly notify Covered Entity of any Security Incident or Breach in writing in the most expedient time possible, and not to exceed twenty-four (24) hours in the event of a Breach, following Provider Partner’s initial awareness of such Security Incident or Breach.  Notwithstanding any notice provisions in this Agreement, such notice shall be made to Nutrition Factors by email to manager@nutritionfactors.com.  Provider Partner shall cooperate in good faith with Covered Entity in the investigation of any Breach or Security Incident.

(e)        Breach Notification.  Following notification to Covered Entity of a Breach, Provider Partner shall promptly cooperate with Covered Entity in determining which entity shall provide any required Breach notification.  If the parties agree that Provider Partner shall provide any required Breach notification, Provider Partner shall provide such notification timely and provide Covered Entity with documentation of Provider Partner’s actions, including documentation of the names and addresses of those to whom the notifications were provided.

(f)        Access.  If Provider Partner holds PHI in Designated Record Sets as determined by Covered Entity, Provider Partner shall provide prompt access to the PHI to Covered Entity whenever so requested by Covered Entity, or, if directed by Covered Entity, to an Individual in order to meet the requirements of HIPAA and State Law, as applicable.  If requested, such access shall be in electronic format.  If Individual requests directly from Provider Partner (i) to inspect or copy his or her PHI, or (ii) requests its disclosure to a third party, the Provider Partner shall promptly notify Covered Entity’s facility Nutrition Factors, Inc. of such request.

(g)        Amendments.  Provider Partner shall promptly make amendment(s) to PHI requested by Covered Entity and shall do so in the time and manner requested by Covered Entity to enable it to comply with HIPAA and State Law, as applicable.  If Individual requests an amendment to his or her PHI, directly from Provider Partner, the Provider Partner shall promptly notify Covered Entity’s facility privacy official of such request and await such official’s denial or approval of the request.

(h)        Internal Records.  Provider Partner shall promptly make its internal practices, books, records, including its policies and procedures, relating to the use, disclosure, or security of PHI that the Provider Partner received from, maintained or created for or on behalf of Covered Entity, available to Covered Entity or the Secretary, in a time and manner designated by Covered Entity or the Secretary, to enable the Secretary to determine compliance with HIPAA.

(i)         Accountings.  Provider Partner shall document all disclosures of PHI and information related to such disclosures as required under HIPAA in order that it should provide an accounting of such disclosures as Covered Entity directs.  Provider Partner shall:  (i) Provide an accounting as required under HIPAA to those Individuals who direct their requests to Provider Partner; or (ii) Provide the accounting information required under HIPAA to Covered Entity, if so requested by Covered Entity, in the time and manner specified by Covered Entity.

(j)         Preservation.  Provider Partner shall cooperate with Covered Entity and its staff to preserve and protect the confidentiality of PHI accessed or used pursuant to this Agreement and shall not disclose or testify about such information during or after the termination of this Agreement, except as required by law.

(k)        Destruction.  If, during the term of this Agreement, Provider Partner wishes to destroy the PHI, it shall notify Covered Entity in writing about its intent to destroy data at least ten (10) business days before such date of destruction and shall comply with the requirements for destruction of PHI found in Section 5(a) of this Agreement.  If Covered Entity requests the return of any PHI, Provider Partner shall comply as requested.

(l)         HIPAA Compliance.  Provider Partner shall comply with 45 Code of Federal Regulations Part 164, Subpart C with respect to electronic PHI.  The written policies and procedures and documentation required to be maintained by Provider Partner under this Agreement and HIPAA shall be made available to Covered Entity, upon Covered Entity’s request.

(m)      Subcontractors.  Provider Partner shall ensure that any agent, including a subcontractor, to whom it provides PHI agrees in a written contract with Provider Partner to the same restrictions and conditions that apply to Provider Partner with respect to such information and that such agent or subcontractor shall implement reasonable and appropriate safeguards for the protection of the PHI which shall be no less than those required of Provider Partner under this Agreement and the provisions of HIPAA.  In performing services under this Agreement, Provider Partner shall use agents, employees and/or subcontractors that are domiciled only within the United States of America and its territories.  Notwithstanding anything to the contrary in this Agreement, Provider Partner shall not use any agent or subcontractor to perform any service requiring access to PHI under this Agreement without the express written consent of an authorized representative of Covered Entity.

4. Effect of Breach of Obligations. If Provider Partner breaches any of its obligations, Covered Entity shall have the option to do the following:

(a)        Cure.  Provide Provider Partner an opportunity to cure the breach, to the extent curable, and end the violation within a reasonable time specified by Covered Entity.  If Provider Partner does not cure the breach or end the violation as and within the time specified by Covered Entity, or if the breach is not curable, Covered Entity may terminate its obligations to Provider Partner, including, but not limited to, its future payment obligations and obligations to provide information, materials, equipment or resources to Provider Partner; or

(b)        Termination.  Immediately terminate this Agreement, if Covered Entity reasonably determines that Provider Partner (1) has acted with gross negligence in performing its obligations; (2) is in violation of the law; (3) willfully has violated or is violating the privacy and security provisions of this Agreement or HIPAA; or (4) is unable to provide, if requested, written assurances to Covered Entity of its ability to protect the confidentiality and security of the PHI.  Such termination of this Agreement shall be without prejudice to other legal remedies available to Covered Entity.

5. Effect of Termination

(a)        Disposition of PHI.  Upon termination of this Agreement and subject to Section 5(b) below, Provider Partner shall promptly return to Covered Entity a copy of all PHI, including derivatives thereof, and shall take all reasonable steps to promptly destroy all other PHI held by Provider Partner by:  (i) shredding; (ii) securely erasing, or (iii) otherwise modifying the information in those records to make it unreadable or undecipherable through any means.  This provision shall apply to PHI in the possession of subcontractors or agents of Provider Partner.  At Covered Entity’s request, Provider Partner shall certify in writing that it has complied with the requirements of this Section.

(b)        Infeasible; Survival.  If the return or destruction of PHI is infeasible, Provider Partner shall promptly notify Covered Entity of the conditions that make such return or destruction infeasible.  Upon mutual determination by the parties that return, or destruction of PHI is infeasible, the obligations of the Provider Partner under this Agreement shall survive the termination of this Agreement.  Provider Partner shall limit the further use or disclosure of all PHI to the purposes that make its return or destruction infeasible.  If Provider Partner subsequently wishes to destroy PHI, Provider Partner shall notify Covered Entity in writing about its intent to destroy data at least ten (10) business days before such date of destruction and shall comply with Section 5(a) above.  If Covered Entity requests the return of any PHI, Provider Partner shall comply as requested.

6.  Credit Monitoring. In the event that either party is required by law to notify Individuals whose PHI was inappropriately accessed, used, or disclosed by Provider Partner, its employees, subcontractor(s) or its agents, and the PHI contains: (i) the individual’s first initial or first name, last name, and social security number ; (ii) the individual’s first initial or first name, last name, and driver’s license or state identification card ; (iii) the individual’s first initial or first name, last name, account number, credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account; and/or (iv) the individual’s first initial or first name, last name, and PHI, then Provider Partner and Covered Entity shall work together to structure a credit monitoring offering commensurate to the risk posed by the breach and Provider Partner shall, in any event, pay the costs of credit monitoring for one (1) year for such individuals and the costs and fees related to timely notification in accordance with law.

7.  Audits. Upon reasonable notice to Provider Partner, Covered Entity shall have the right to inspect and audit Provider Partner’s privacy and security protocols relating to Provider Partner’s compliance with the terms of this Agreement and HIPAA.  Provider Partner may impose reasonable restrictions upon Covered Entity’s access to Provider Partner’s premises and cloud-based information systems, including but not limited to limiting access only to those information systems which contain Covered Entity’s PHI and limiting access to ensure Provider Partner’s compliance with existing confidentiality obligations to its other customers.  Such audits shall occur no more often than once per year or after any Breach or Security Incident and only upon a good faith belief by Covered Entity that Provider Partner is not in compliance with its obligations under this Agreement or HIPAA relating to Covered Entity’s PHI.  All audits shall be conducted with the least interruption to Provider Partner’s normal business operations as feasible.  Covered Entity shall be responsible for all costs incurred in order to perform the audit.

8. No Third-Party Beneficiary. The provisions and covenants set forth in this Agreement are expressly entered into only by and between Provider Partner and Covered Entity and are only for their benefit.  Neither Provider Partner nor Covered Entity intends to create or establish any third-party beneficiary status or right (or the equivalent thereof) in any other third party and no such third party shall have any right to enforce or enjoy any benefit created or established by the provisions and covenants in this Agreement.

9. Indemnity Provider Partner shall promptly and fully defend, indemnify, advance expenses, including, but not limited to, attorneys fees, and hold harmless Covered Entity, its affiliates and respective officers, directors, agents and employees (“Indemnified Parties”) against any claim, demand, liability, loss, fine, penalty, assessment, cost, judgment, award or attorney’s fees (including the costs of Nutrition Factor’s counsel), related to (i) the breach of this Agreement by Provider Partner, (ii) the negligent acts or omissions of Provider Partner or any employee, subcontractor, or agent of Provider Partner, (iii) any related Breach, Security Incident or any cost of notification or remediation relating to notifications required by law, (iv) any wrongful termination or any other claim or action against Covered Entity with respect to the actual or constructive termination by Provider Partner of any agent, Provider Partner or personnel employed or contracted by Provider Partner, whether or not providing services under this Agreement and (v) any action to enforce this Section (collectively, “Claims”). The Claims covered by this Section shall include Claims made or recovered against the Indemnified Parties and Claims issued in favor of a third party. This Section shall survive the expiration or termination of this Exhibit.

10. Insurance. Provider Partner shall obtain and continuously maintain the following insurance coverage for Provider Partner and its employees, agents and independent contractors in the following amounts:  (a) not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) annual aggregate of commercial general liability insurance; and (b) Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars ($4,000,000) annual aggregate of errors and omissions insurance.  The general liability or the errors and omissions insurance shall cover, among other things, Breaches.  Provider Partner shall obtain an endorsement naming the Indemnified Parties as additional insureds.  Such endorsement shall provide that the Indemnified Parties are covered for the full extent of any policy limits obtained by Provider Partner.  Provider Partner shall provide Covered Entity with certificates of insurance or other written evidence of the insurance policy or policies required herein prior to the effective date of this Agreement and as of each annual renewal of such insurance policies during the term of this Agreement.  Further, in the event of any modification, termination, expiration, non-renewal or cancellation of any of such insurance policies, Provider Partner shall give written notice thereof to Covered Entity not more than ten (10) business days following Provider Partner’s receipt of such notification.

11. Amendment. The parties agree to promptly modify or amend this Agreement to permit parties to comply with any new laws, rules or regulations that might modify the terms and conditions herein.

12. COUNTERPARTS – ELECTRONIC SIGNATURES. This Agreement is executed in any number of counterparts such as by an electronic signature or written signature.  These signatures must be treated in all respects as having the same force and effect as original signatures.

Provider Partner Commission Agreement

This agreement (“Agreement”)  is between Nutritional Factors, Inc. (the “Company”), owner of the Provider Partner Program and the website nutritionfactors.com, and the Provider Partner (the “Partner”).

This Agreement governs the, terms, conditions, policies and procedures regarding the Company’s Provider Partner program.  Whereas, the applicant is requesting to become a Provider Partner of the Company to earn commissions on the sales of the Company’s products and services.

The Company is engaged in the business of providing online digital nutrition, health and wellness tools to the general public, and qualified licensed or credentialed health and wellness providers, such as Physicians, Chiropractors, Nurse Practitioners, Nurses, Physician Assistants, Registered Dietitians, Nutritionists, Health Coaches, Personal Trainers, or other healthcare professionals.

The Company operates one or more websites, social media accounts and customized coaching portals. The customized coaching portal functions as an interactive backend support system to connect a Provider Partner to their clients and allows the provider to counsel a client through the coaching portal to help the client make healthy nutrition, fitness and lifestyle choices.

The applicant wishes to sell Company’s products and services and direct potential members from their blog, website or Provider Partner Portal to the Company’s website using a unique URL (aka partner link).  Partner wishes to receive compensation from the qualifying purchase(s) made from their unique partner link.

ACKNOWLEDGEMENT AND AGREEMENT

FOR ENGAGEMENT SERVICES

In order to become a Provider Partner, the applicant agrees to the following:

1. Sign a Provider Partner Application (web form with digital signature)
2. Choose a commission plan
3. Access and learn how to use the Provider Partner Portal provided by the Company
4. Access promotional banners from Provider Partner Portal
5. Display the unique partner link on their blog, link, or personal coaching portal.
6. Use only approved partner links created by the Company
7. Not to mislead potential buyers on products, services or results on products
8. Not give medical advice in advertising
9. Check unique links periodically to make sure they link works
10. Refer visitors to the Company’s website where a purchase can be made via the unique partner link
11. Partner may only have one Provider Partner Commission Account

1. 1. Partner may not bid on certain keywords on search engines or social media that infringes on the Company’s trademarks using the words Nutrition Factors or GRID DIET MENU PLANNER or any related terms with the combination of the words in the trademarks owned by Company. Provider Partner agrees to not compete with the Company for ads or keywords using Nutrition Factors, GRID DIET, GRID DIET MENU PLANNER. Competing with and using the Company’s trademark would be an infringement on the Company’s trademarks and copyrights. If Partner violates this policy, the Company will not be required to pay any commissions.
2. 2. Partner may not confuse a potential client by advertising certain “typo squatting” words that are confusing and deceptive leading back to an unapproved marketing campaign by the Partner.
3. 3. Partner may use the logo in there online marketing and approved media ads to direct customers back to their coaching portal, blog, website or social media accounts.
4. 4. Partner may not redirect, cloak, or mask a direct link from the Company’s website or Partner’s website or advertising by using links that redirect ads to other competing sites and deliberately deceiving search engines.

COMPANIES RESPONSIBILITY

1. 1. Company will provide access to a Provider Partner Portal where the Partner will have access to banner ads and media content with their unique Partner URL.
2. 2. Company will assist the Partner in setting up their account.
3. 3. Company will provide training videos on how to set up and use their Provider Partner Portal. It is a requirement that the Partner watch training videos on how to use the provided Provider Partner Portal.

COMMISSIONS AND PAYMENTS

4. 1. The Partner must be in good standing with the Company in order to receive commissions on the sale of the Company’s products.
5. 2. The Company will pay a commission on paid purchases that come through the Partner’s active unique link. The payment must have been processed through the Company’s merchant service accounts and the payment received and any cancellation periods must have passed.
6. 3. One-time purchases will be paid once.
7. 4. Commissions on subscription products and services will be paid on a monthly basis (following payment schedule) after the purchaser has paid the subscription fee.
8. 5. Charge backs and fraudulent charges will be charged back to Provider Partner accounts from any return and deducted from Partner’s next check.
9. 6. Company offers Provider Partners several commission plan choices. Partner will choose the commission plan that is right for their business. Only one commission plan can be active at any given time. (See Commission Plans)
10. 7. Commission will be paid twice a month on the first and 16 of each month. If the pay period falls on a holiday or weekend, the pay period will occur on the next working day.
11. 8. Partner will be paid commissions no sooner than 21 days after transactions, due to returns, cancellation grace period and fraud prevention.
12. 9. Partner can refer to their Provider Partner Portal for commission reports and discrepancies. Company will investigate any discrepancies in a timely manner and communicate finding with Partner
13. 10. Discrepancies must be reported within fourteen days following the pay period. Once the fourteen-day period has passed, the Company is not obligated to investigate.
14. 11. Company will pay commissions through Partner’s personal or business PayPal account. Partner will provide Company their PayPal account number. A fee might be charged to process payments under $50.

LICENSE TO USE

RULES OF USE FOR BRANDED AND TRADEMARKED MATERIALS

The Company grants a conditional and limited right for Partner to use branded and trademarked advertising materials on their website, social media accounts if materials are not misused and used within the following guidelines.

Allowed-

• Partner may use the Company’s media library with approved ads, logo, blog posts, newsletters, links, videos, brochures, postcards, literature on social media, other media, for client’s and businesses they market to. All content must be labeled with the Company’s logo and not rebranded.
• Partner may add their name or business name to the media. However, the Company’s brand must be visible.

Not Allowed-

• Post, advertise or promote unapproved ads, videos, podcasts, or other advertising media that you have created using the Company’s logo, images, or GRID DIET Menu Planner without the Company’s approval.
• Partner is not allowed to create promotional content using the Company’s Brand or GRID DIET MENU Planner material without prior approval for branded physical products such as, and not limited to cups, caps, t-shirts, clothes, exercise equipment or physical products with the Company’s or Grid DIET MENU PLANNER logo.
• Remove the Company’s logo from Company produced branded materials
• Use logo on content that has not been approved by the Company
• Use logo on undocumented testimonials
• Used on Partners own programs or courses they have personally created
• Partner is not allowed to trademark any content, programs or products using the Company’s brand or GRID DIET MENU PLANNER name and logo.
• Submit press releases without prior written approval using the Company or GRID MENU PLANNERS trademark or logo.
• Contact media channels as a representative, employee or owner of the Company’s businesses or individual’s email account with advertisements
• Posting of distasteful content, slanderous, offensive, profanity, sexually explicit, violent, racist or political views, and nude images with the Company’s brand or GRID DIET MENU PLANNER name, logo or content.
• Partner will not mislead the public that Partner is an owner or employee of the Company.
• The Partner may not use the Company’s marks and branding for any other purpose than to earn Partner commission on Company’s products and services
• Company reserves the right to revoke or modify media without notice.
• If the Partner uses or distributes Company’s content without permission, the Company may seek damages and may terminate Partner’s privileges to earn commissions.

CONFIDENTIAL INFORMATION

Confidential Information related to the Company and this Agreement means nonpublic information of the Company or Partner pertaining to personal finances, commission structure, purchases from unique URL, correspondence, exchange of emails, disputes, disagreements, and documents that either party may disclose associated with the Partner program that is deemed confidential.

DISCLOSURE

Both parties will keep confidential information confidential under this agreement. Confidential information will not be disclosed on public sites, social media channels, by word of mouth, written form, or to other Partners or associates. available under this agreement, including copies, shall be returned or destroyed by the Receiving Party.

FRAUDULENT PURCHASES

Should the Company find that Partner is misusing the Provider Partner Program with fraudulent purchases to receive a commission or any other suspicious activity, the Company reserves the right to withhold payment until investigation is complete.  Any Partner found submitting fraudulent purchases will be turned over to the proper authorities.  Partner agrees to pay back Company for payments received from bogus or fraudulent purchases and will pay Company’s Attorney fees incurred in connection with any such purchases.

INDEMNIFICATION

Partner agrees to indemnify the Company against any damages, cost, expenses, fees, fines, liability or penalties of loss, award, charge, claim, compensatory damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, court filings, arbitration fees, arbitration costs, litigation fees, settlement arising out of any breach of this Agreement by Partner.

Partner agrees to conduct themselves in a professional manner and willfully work with the Company to avoid any gross negligence on Partner’s behalf.

TERM AND TEMINATION

The term of this agreement will commence on the date signed on this agreement and will remain in force until either party gives written notice to the other party. The contract will auto renew, and terms will remain in force until agreement is terminated by either party.

Termination Procedure

Partner will give written notice via email to Company’s email at contact@nutritionfactors.com thirty (30) days prior to any termination by Partner. Company will give written notice to Partner through Partner’s email address.  Partner will keep a current email on record with the Company.

Any breach, misuse or fraud will be grounds for termination of this contract.

UNSOLICITED EMAILS

Partner will not use any content or advertisement provided by Company with Company’s name, trademarks, email, without Company’s prior approval, or solicit and spam individual email accounts. Partner agrees to comply with and follow the rules in CAN-SPAM Act of 2003.

COMPANY RIGHTS

Company reserves the right to monitor Partner’s website, blog or social media accounts for any misuse. Partner will remove any improper, unauthorized text or images that Company feels is inappropriate or misused by Partner at the Company’s request.  Company may terminate this Agreement should Partner refuse to remove information from Partner’s sites.

DISCLAIMER OF WARRANTIES

LIMITATION OF DAMAGES AND LIABILITY

The Company makes no warranties or claims regarding products, services, website, information, of merchantability of products and services.   Company also makes no representations that the function and operation of the website will be uninterrupted or error free. Company will not be liable for any interruptions or errors that might occur from interruptions of members requesting refunds due to functionality.  Company reserves the right to update, modify features, services and products without prior notification to Partner.

NATURE OF RELATIONSHIP

This Provider Partner Agreement is not an offer of employment between Company and the Partner.  Company is not responsible and does not pay for expenses occurred by Partner for set up, follow up or to maintain Partner’s business, blog or website.  All expenses will be paid by Partner. The relationship between Company and the Partner is one where Company pays Partner for completed purchases from Partner’s unique link.  The Partner assumes the role and responsibility in operating their own business and will be solely responsible for all government responsibilities such as paying taxes on income received.  Company does not collect or pay taxes on behalf of Partner. It is the sole responsibility of Partner to pay their taxes, licensure fees and any other expenses they might occur running their business.

GOVERNING LAW

The Company is registered in the State of Utah. The Laws of the state of Utah govern this Agreement. Any dispute resulting in arbitration or litigation will take place in the State of Utah.

AMENDMENTS

No amendments to this Agreement will be accepted or effective unless notified in writing and approved by Company.

ASSIGNMENT AND DELEGATION.

Partner may not assign or delegate this Agreement to another party without prior written consent from Company.

NOTICES

Either party giving notice, requests, demands or other communication must give written notice via email and confirm notification has been received and acknowledged.

ENTIRE AGREEMENT

This Provider Partner Commission Agreement constitutes the complete Agreement of the Company’s Provider Partner Program.  The provisions of this Agreement may be amended, supplemented, or changed without notice to the Partner.

EFFECTIVENESS

This Agreement will become effective upon signing.

PROVIDER PARTNER AGREEMENT

It is the sole responsibility of the Partner to read, understand and adhere to the terms of this Agreement.  By using the Company’s tools and services you agree to these terms.  As a Partner you agree that you will periodically review changes to this contract, website, content or marketing information.  The Company reserves the right to amend, change or update this contract without notification. Any updates will be posted on the website.

COUNTERPARTS

ELECTRONIC SIGNATURES

This Agreement is executed in any number of counterparts such as by an electronic signature or written signature.  These signatures must be treated in all respects as having the same force and effect as original signatures.

Nutrition Factors Platform Terms-of-Use

This agreement (“Agreement”) is between Nutritional Factors Inc, the (“Company”), owner of nutritonfactors.com and the Provider Partner, hereafter referred to as (“Partner”) in this agreement.

This contract governs the use and view of, terms, conditions, policies and procedures and the relationship between the Company, and the Partner that use the tools, services, or Partner Portal provisioned for use by the Partner.

The Company is engaged in the business of providing online digital nutrition, health and wellness tools to the general public, and qualified licensed or credentialed health and wellness providers, such as Physicians, Chiropractors, Nurse Practitioners, Nurses, Physician Assistants, Registered Dietitians, Nutritionists, Health Coaches, Personal Trainers, or other healthcare professionals.

The Company operates one or more websites, social media accounts and customized Partner Portals. Each customized Partner Portal functions as an interactive backend support system to connect a Partner to their clients and allows the Partner to counsel a client through the Partner Portal to help the client make healthy nutrition, fitness and lifestyle choices.

The Partner is an independent qualified health professional with a license(s) or certification(s) in the related health care profession which can offer individualized counseling to clients. The Partner desires to use the Partner Portal in their business to better counsel their clients, using the online services provided by the Company.

The Company does not intervene in the Client/Partner relationship, nor does the Company dictate how a Partner coaches, counsels, or directs client activities through the Partner Portal. It is the sole responsibility of the Partner to provide coaching services and bill a client through the Partner Portal as agreed upon between the Partner and the client. The tools, services, Partner Portal and products should not be used for any other purposes outside of what is stated in this agreement.  Nutrition Factors reserves the right to investigate should a complaint arise to ensure the Nutrition Factors platform is not being misused.

APPLICATION PROCESS FOR THE USE OF THE PARTNER PORTAL, TOOLS AND SERVICES

A Partner applying to gain access to the platform must agree to the terms and conditions of the website, and Partner Portal use agreement in order to obtain access to use the tools and the Partner Portal within their scope of practice and submit this agreement.

It is the sole responsibility of the Partner to read, understand and adhere to the terms of this agreement. The Partner agrees to review changes to the terms and policies of the website, website content, and marketing information that may be periodically updated. The Company reserves the right to amend, change or update the terms of use without notification.

The Partner understands they are not purchasing the Partner Portal and does not share ownership of any intellectual property owned by the Company.  A right of use is granted through a paid subscription and compliance to required governmental credentialing, certification and licensing. The Company grants the Partner, the conditional use of the Partner Portal, tools and services covered in this agreement according to the terms and conditions set forth.

REQUIREMENTS TO OBTAIN THE RIGHT OF USE FOR THE WEBSITE, TOOLS, FEATURES AND PROVIDER PARTNER PORTAL

PARTNER –

• must be credentialed and hold a valid certification or license in the scope of practice defined by the medical, health and wellness institutions that grant licensure. The Company does not request or verify the credentials of the Partner. By signing this agreement, the Partner attests they are qualified in their scope of practice to use the services, tools and Partner Portal to counsel their clients within their profession and have the stated credentials allowing them to coach a client.
• agrees to abide by all State, Federal and Local government laws as it pertains to a counseling business, professional licensure, tax and business laws.
• maintains a current, valid State License or Certification in their scope of practice as required by their State of Residence.
• must be licensed or certified for each state that any client receiving services is a resident of.
• must be in good stating with their licensure(s) or certification(s) and not have had any allegations or disciplinary actions brought against them.
• must be 18 years of age or older
• maintains active Personal Liability Insurance
• completes all training videos and other online training materials/programs
• complies with the rules and regulations that govern the use of the Partner Portal and terms of use of the Company system.

understands you are solely responsible for any misrepresentation and any legal issues resulting from falsified misrepresentations or lack of proper credentials.

ACKNOWLEDGEMENT and AGREEMENT FOR ENGAGEMENT SERVICES

PARTNER –

• must notify the Company if their professional certification or license expires and agrees to discontinue the use of the tools and Partner Portal until renewed. The Company reserves the right to suspend services until certificate(s) or licensure are renewed.
• must not misuse the Partner Portal in any way to offer services or counseling programs they are not qualified to offer.
• must not use the telehealth platform for services they are not licensed for in the State of residence they practice in or where any of their clients reside.
• agrees not to transfer client’s personal information unprotected and abide by HIPAA regulations.
• acknowledges that there are laws and regulations in many states where individualized menu planning and health assessment are illegal for unqualified people to perform. Partner agrees to not violate these laws.
• agrees not to misrepresent themselves to any client.
• agrees to not claim they are a representative, owner, or employee of the Company, but rather an independent business owner.
• agrees to not use the Partner Portal to give medical advice they are not qualified to give.
• agrees to maintain a current name and address with the Company. Partner will notify the Company if any personal information changes.
• agrees to not abuse the system or cause harm to the code of the website.
• agrees to not sign up fictitious members to receive a commission
• agrees to pay back charges from sales of products or services that are returned.
• agrees to the non-solicitation, and confidentiality clause regarding Nutrition Factors Partners and clients.
• agrees to seek help for menu planning from a Registered Dietitian if the client needs a specific menu plan that exceeds Partners scope of practice.

RELATIONSHIP BETWEEN PARTNER AND THE COMPANY

Partners are an essential part of the Company Family.  The Partner(s) are not employees, owners or shareholders of The Company.  A Partner is responsible for their own actions and business practices. By entering into this agreement, the Partner acknowledges that the Company reserves the right to terminate the Partner’s contract for misconduct, misuse and/or refuse an individual the right to use the Company platform, as the Company deems necessary. The Company reserves the right to deny an application for a Partner Portal for any reason.

LAWS AND REGULATIONS

LICENSURE AND CERTIFICATION LAWS FOR REGULATED SERVICES 

The Partner agrees to know their state’s laws and exemptions regarding medical, nutrition, wellness and fitness counseling and agrees to stay within their scope of practice for their profession. For example, individualized nutrition counseling and menu planning are regulated in many states. The Partner must know what they can and cannot do within their State regarding the use of the Partner Portal.

Visit the links at eatrightpro.org and nutritionadvocacy.org. Both have good information that can help you understand your scope of practice in your state.

LOCAL, STATE, AND FEDERAL LAWS

Whether you own a home-based, online, or brick and mortar business, there are laws regulating these businesses. Partner agrees to check with the local city, state and federal government to determine what laws apply to the Partner and their business. In many cities due to the nature of the business of offering counseling services, the ordinances may not apply to the Partner. However, Partner agrees to abide by all government laws as it pertains to owning a business. The Company does not interpret the law in any manner but does require the Partner using the Company services or Partner Portal to uphold the law. You may be required to have a business license, state and federal tax id numbers.  Nutrition Factors does not withhold any taxes from Partner’s commission checks. Therefore, Partner is responsible for all state and federal taxes earned from their relationship with Company.

TELEHEALTH and STATE LAWS

Telehealth is defined by the U.S. Department of Health and Human Services as “the use of electronic information and telecommunication technologies to support and promote long-distance clinical health care, patient and professional health-related education, public health and health administration”.  https://www.hrsa.gov/rural-health/telehealth/index.html

CONDUCTING A TELEHEALTH CONSULTATION

It is critical to conduct a counseling session with a client through a secure and HIPAA compliant platform.  Personal health information must always be protected during the session. Platforms such as Skype, Join.me, Zoom, Facetime and other popular platforms may not be HIPAA compliant and do not offer the protection to the client and Partner. It is prohibited to use a non-secure site for tele-conferencing with the Company platform. Partner acknowledges that using a non-HIPAA compliant platform to communicate with the patient can leave the Partner open to huge fines and penalties.

A HIPAA compliant telehealth portal comes free of charge with the Nutrition Factor’s Partner Portal. The telehealth features associated with the Partner Portal comes with video chat services, 3-way calling option, photo capture, message, screen share, file transfer and instant billing at the time of service. The Partner’s computer, tablet or mobile device must be encrypted to receive file transfers.  Check with your local computer specialist to add encrypted software to your computer. In addition, computers, tablets or phones must be password protected if your computer or device is stolen.

Partner agrees to take all precautions and measures to not allow client’s information to be vulnerable to HIPAA violations. It is the sole responsibility of Partner to protect client’s information on their personal computers. Partner agrees to learn the laws and regulations covered under HIPAA.  It is not Nutrition Factors responsibility to educate Partner on HIPAA laws.

LOCATION

When using the telehealth portal provided with your Partner Portal, the patient’s location matters. The client’s location is considered the “place of service” and the Partner must be licensed in the client’s state where the client resides if the services rendered requires licensure to perform the regulated services. Practicing nutrition or any other regulated service across state-lines will require Partner to be licensed in the state of service where your client resides. This is referred to as Cross State Licensing if licensure laws exist in that state. Contact the state that you would like to practice in for more information on licensure before you conduct business in a state that you are not licensed in.  Partner agrees to obtain proper licensure if counseling across stateliness.

PROFESSIONAL LIABILITY INSURANCE

Partner agrees to maintain professional liability insurance for their counseling business. The policy must include telehealth and services rendered across state-lines and for all services the services you provide.

CODE OF ETHICS

A Partner using the Company Platform must abide and uphold certain standards of conduct and ethics. First-do no harm or cause harm to come upon a client. Second-do not deceive clients or members.

PARTNER –

• agrees to use the Partner Portal only to promote health and wellness in a way that benefits the client with integrity, and honesty.
• agrees not to use the Company platform for fad or misleading health or wellness concepts.
• agrees to live up to their commitments made with clients to the full extent of their agreement.
• agrees to not overcharge patients for their personal services that may reflect harm or damage to the reputation of the Company platform.
• agrees not to sell client’s personal information.
• agrees to follow the code of ethics outlined by the governing agency of their certification of license.
• agrees to fulfill client’s contract to the best of their ability.

ONLINE AND OFFLINE CONDUCT

The Company takes online conduct very seriously. Partners using any of the Company tools or services agrees to conduct themselves in a professional manner online and offline when it pertains to the use of the Company tools and platform. The Partner agrees to not engage in offensive behavior, by attacking, stalking, harassing the Company or any of its members or other Partners. The Partner agrees not to post, text, instant message, email, record, video type any information that might be slanderous, derogatory, liable, or embarrassing of any kind of information that might harm the company’s reputation, profit earning or its members in any way. The Company reserves the right to prosecute to the full extent with all Attorney’s fees paid by Partner should the Partner violate these online and offline terms and conditions of conduct.

THIRD PARTY LINKS

The Partner agrees not to link to or promote competitors’ products such as videos, supplements or other products on the Partner Portal, recipe database, profile page or anywhere on the Partner Portal that has not been approved by the Company.

PROVIDER PARTNER PROGRAM

PRODUCT PURCHASES

Partner understands that Nutrition Factors offers Partners the ability to earn commissions on Nutrition Factors memberships, products and services and participating in the Provider Partner Commission Program is optional.  However, being involved with the Provider Partner Program is a great way to supplement your monthly income beyond your individual coaching fees. You, as a Partner will receive ongoing income for personal sales of client subscriptions or products.

To earn commissions on the sales of memberships, products and services, the Partner must sign up for the Provider Partner Commission Program. It is advantageous for both the client and Partner to connect via the core or full access membership.

Partner understands that they do not need to purchase any additional products or services to use the Partner Portal for their business. The Partner Portal provides access to worksheets, menu planner, Telehealth portal and other features that help the Partner run a successful counseling business. However, Partner understands that for a Partner to connect to a client using the Partner Portal, a client must have a Core or Full Access membership. A free account does not allow for Client/Partner connection. Partner agrees not to access member’s free account by obtaining clients password and bypassing the system of the paid Core or Full Access membership.

COMMISSIONS ON COMPANY PRODUCTS

The Partner understand to receive a commission on all products, memberships and services sold by a Partner, whether it be one-time purchase or on a subscription basis they must apply to become a Provider Partner.

LEADS AND REFERRALS

Leads and referrals are reserved for Partners who have registered to receive commissions and referrals. Leads and referrals are generated through the Free, Core and Full Access accounts. Leads and referrals from these membership accounts are divided amongst Partners based on credentials and geographical area. 

WORKING WITH OTHER PARTNERS

Nutrition Factors Partner program encourages Partners to work together as a team. Therefore, Partner agrees to work with other Partners in a professional manner. Partner agrees to not attack, make derogatory, or slanderous remarks about the Company or other members on social media, anywhere online such as chat rooms or forums.

Use the Company’s Media Library to access brochures, media ads, logo, and other marketing materials to help you grow your business. The Company offers many support tools to help the Partner market their business.

USE OF BRANDED AND TRADEMARKED MATERIALS
The Company grants the right for Partner to use branded and trademark advertising materials on their website, social media accounts if materials are not misused and used within the following guidelines.

Allowed-

• Partner may use the Company’ media library with approved ads, logo, blog posts, newsletters, links, videos, brochures, postcards, literature on social media, other media, for client’s and businesses they market to. All content must be labeled with the Company logo and not rebranded.
• Partner may add their name or business name to the media. However, the Company logo must be visible.

Not Allowed-

• to post, advertise or promote unapproved ads, videos, podcasts, or other advertising media that you have created using the Nutrition logo, images, or GRID DIET Menu Planner without the Company’s approval.
• to create promotional content using the Company’s website or GRID DIET Menu Planner material without prior approval for branded physical products such as, and not limited to cups, caps, t-shirts, clothes, exercise equipment or physical products with the Company or Grid DIET MENU PLANNER logo.
• to remove the Company logo from branded materials
• to use logo on content that has not been approved by the Company
• use logo on undocumented testimonials
• to use Partner’s own programs or courses they have personally created with Company’s logo
• to trademark any content, programs or products using the Company’ or GRID DIET MENU PLANNER name and logo.
• to submit press releases without prior written approval using the Company or GRID MENU PLANNERS trademark or logo.
• to contact media channels as a representative, employee or owner of the Company
• to spam businesses or individual’s email account with advertisements
• to post distasteful content, slanderous, offensive, profanity, racist or political views, and nude images with the Company or GRID DIET MENU PLANNER name, logo or content
• Own websites, blogs with the name Nutrition Factors or Grid Diet

CHANGE OF SUBSCRIPTION
To cancel your Partner Portal or any other of the Company’ services. Contact us at manager@nutritionfactors.com

The Partner must also abide by the general “Terms and Conditions of Use” for the Nutrition Factors website and program.

TERMS OF USE AND CONDITIONS GOVERNING USE OF THE WEBSITE AND PROVIDER PARTNER PORTAL

THE NUTRITION FACTORS PROGRAM

The Company offers an online nutrition, fitness, and wellness program. The turnkey program addresses the components of wellness; wellness assessment, nutrition, fitness, meal planning, recipe database, and behavioral modification and integrates with trackers for monitoring and evaluation. The program is customizable to meet personal nutrition, fitness, wellness and coaching needs of members across all demographics, including individuals and families, those for whom fitness is of prime importance, and persons with special needs.

GENERAL DISCLAIMER
This agreement and “terms of use” governs the view and use of this website, fitness application, coaching program, business associates and associated products and services. By viewing and using the Company’s sites, you agree to these Terms of Use and Conditions. You understand that all the information, content and tools on this website are for your personal or professional use and for general lifestyle purposes only. You also understand that the information provided is based on our opinion, the opinions of our Partners and associates, or cited from peer reviewed journals, and is not intended nor otherwise implied to be medical advice or take the place of your physician’s instructions and treatment plans. Any use of the tools or content on this site is an agreement that legally binds you to the terms of use and conditions of this website. You are solely responsible for your activities, use of the tools on this site, and the information that you share on this site or related products.
Use at Your Own Risk You understand that the content on this website, app, brochures, literature or marketing material are a compilation of opinions from different authors, research Partner, journals, and understand that the Company does not guarantee the accuracy of such content and tools for completeness or accuracy. As new research emerges and trends change, opinions may change, and new opinions formed. You understand and agree to use this website and all related information on or off this website at your own risk. You agree and understand that the content and information supplied by the Company to Partners should only be used to help you form your own opinion on determine what is right for you and/or your clients.
No Liability and Indemnification The Company does not assume any liability for advice, materials or content posted from Partners, or associated parties that you disagree with or may not be appropriate for you or your client’s well-being or medical condition. The Company does not monitor members, Partners or Partner accounts for accuracy of recipes, public posts or advice from Partners. Partners shall indemnify and hold harmless the Company and its directors, officers, employees, agents, stockholders, Partners, subcontractors and customers from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to or resulting from any act or omission of the company or subcontractor. Do not use this site if you do not agree to this indemnification clause or terms of use.

Right to Remove Content  The Company reserves the right to remove members content or posts that do not fit within company policies or standards for any reason, with or without cause. Continued posting of inaccurate information and content could result in prosecution under State and Federal laws should you be implicated in misuse of the website by violating the terms and conditions on this website.

Personal Information In no event shall the Company and its contractors, vendors or sponsors be liable for direct, indirect, consequential, special, exemplary, or other damages related to your personal use of the information, tools, services or products contained within our Website. You post your intellectual and/or personal information or personal health information at your own risk. Do not post any personal and confidential information to this site or related products that you would not want public.

Personal Results  You understand and agree that the Company and its contractors, vendors or sponsors are not liable, nor assume any liability for unrealized goal achievement of you or your clients.  You are responsible for your success. You further understand that personal weight loss results vary from person to person and results are based upon personal effort, body type and metabolism.

Unlawful Acts and Age Requirements  You agree to not infringe on the rights of others, conduct any unlawful activity using this site, or engage in fraudulent activities while using this site. You represent that you are at least 18 years old and of sound mind and have the authority to agree to these terms and conditions. Under age use is prohibited and must be used under the guidance and personal account of a parent or guardian if you are under age.

MEDICAL DISCLAIMER

You understand that the information on this site is not meant to treat, cure, or take the place of any treatment, medication or physician’s instructions or advice. You also understand that the resources and content on this site may not be complete, accurate to current research and pertain to your personal health needs.  You understand that you are ultimately the sole person responsible for your health, food choices, allergies, food intolerances and actions. You understand that you should always consult your physician or other healthcare provider first before starting this or any nutrition, fitness, wellness or health program. Before changing your diet or starting an exercise program, consult your physician to see if you are healthy enough to do so. You understand that such information is based upon personal experience and is not a substitute for obtaining professional medical advice. You should also talk with your physician about appropriateness of this information and program and how it could affect your own personal health and medical condition.

The Company and contracted Partners are in no way a substitute for your physician’s medical advice. Use this site at your own risk. Any personal injuries resulting from the use of features, services, coaching, or advice are not the responsibility of the Company and are your sole responsibility.

The site is for educational and informational purposes only and should only be used accordance to the terms and conditions of this website.

FDA DISCLAIMER

These statements and information have not been evaluated or approved by the Food and Drug Administration (FDA) and are not necessarily based on scientific evidence from any source. The tools and services on this Website are intended to support general well-being and healthy eating plans and are not intended to treat, diagnose, mitigate, prevent, or cure any condition or disease.

FTC DISCLAIMER

The Company discloses that relationships exist with third party vendors to educate, promote, advertise and sell products we feel are of high quality and would appeal to our members. We may receive compensation for such product(s) or service(s) or purchase(s). Information collected during a purchase or transaction, such as your name, address, phone, email address credit card number, billing information and shipping information may be collected by the Company, the merchant and our payment processing company and shared.  The Company takes no responsibility or liability for these independent third-party companies. You may be subject to other terms and conditions regarding their policies and procedures. The Company does not guarantee the completeness of specifications, prices or any services and features. Therefore, we reserve the right to update and correct errors, omissions and inaccuracies without prior notice and without any repercussions.

BECOMING A REGISTERED PROVIDER PARTNER

There is no cost to register for a limited free access account. You are not required to purchase any service or products. Many features require an account login. Not creating an account precludes you from using certain tools, features and services of the website.  It is required that you provide accurate and updated information.  Untrue information may result in termination or suspension of your account. 

Personal Account  You agree to not assign or sell your personal account to anyone without the written permission of the Company. Once you have created a free account or subscription account, you will be granted a non-exclusive right to use the site, features and services within the designated membership. You agree to not duplicate the site or exploit the site for personal gain outside of the website. Your Partner account is for your own personal use and is limited to you and you only.

Password Security  You agree not to give out your account information or password. The Company is not liable for stolen login information that you have shared with others or failed to protect. Your password protects any personal HIPAA information, if entered and stored in the website.  HIPAA information is encrypted to protect it from unauthorized use.  Your password unlocks that protection so you can use it while you are logged in.  You agree to change your password as deemed necessary and will notify the Company if your account has been breached. As with any online website or content, information may be hacked or breached. Therefore, change your password frequently. Your password can be changed from the login in home page, by clicking on forgot my password.

Inappropriate Content and Image  You understand and agree that the Company does not allow images containing nudity or that are distasteful. Further, images that demean, degrade or project religious, racist or political intent are not allowed. We also do not allow profanity, defamatory or derogatory statements to be posted to the website(s) or any related social media belonging to the Company or Partners. Posting content that violate these terms will be removed from the site(s) and can result in loss of your account, Partner Portal and all access without notice.  You may also be banned from future use of the site(s).

Conduct  You must not in any way intentional damage the website or cause the website to be damaged or impaired. You recognize that placing content in the site that is illegal, abusive, harmful, defamatory, threatening, infringes on the rights of others, or is indecent, damages the goodwill and reputation of the Company, and impairs the site(s).  You understand and agree that you will be responsible for any damage to the site and fraudulent or criminal offenses of your activity. You understand that you will be held accountable for your actions or damages that you may cause to this website or related accounts.

Solicitation  Partner agrees not to solicit or aid a third party in soliciting Nutrition Factors’ members for personal or third party’s gain outside of Nutrition Factors. Partner can sell products from other companies to members who have selected the Partner as their coach. Any Partner using the Nutrition Factors affiliate program or referral system to recruit members and Partners to third party companies will be terminated from using the platform along with the recruit. Partner agrees to keep the names and personal contact information and all personal insider knowledge of all members and other associated Partners confidential and not use the same for any reason not related to Nutrition Factors.

Right to Remove and Discontinue  You understand that your Partner Portal is the property of the Company and the Company reserves the right to remove, discontinue, suspend or change the account for any given reason that we deem necessary.

Personal Data  The Company assumes no responsible for viruses, trojan horses, lost or stolen personal information and data. Do not use this website if you suspect any problems. The Company or Partners are not responsible for lost profits from service outages, system failures, slow service resulting from the use of this website and other tools.

Newsletters, Emails and Other Marketing Information

When an account is created, you agree to allow the Company and Partners the right to send newsletters, emails and other marketing information. You may opt-out at any time, by clicking the unsubscribe link at the bottom of all materials. You may also send an email to manager@nutritionfactors.com to opt-out.

MEMBERSHIP SUBSCRIPTIONS

The Company offers membership subscriptions on a monthly and yearly basis. You agree to commit to the terms of the subscription for the designated time of the stated subscription. You understand that there might be a penalty for breach of contract, and you may not be allowed to receive a refund once you have used or accessed the services and have been granted access to privileged intellectual property that you agreed to pay for. Your monthly or annual payment will be billed 30 days from initial subscription date.
Single Use Accounts You agree not to share your account, password or services with others, as the account is unique to you. Each account is a single use account and sharing of accounts is not permitted. You also agree not to use the free single use account to connect to a Partner by granting the Partner access to your free account by giving your password to anyone.

Payment You agree to keep a valid credit card on file for your subscription. If your card fails, a second attempt will be made within 24 hours. If your card fails again, you will be notified by email and your account will be suspended until a new card is added and payment is completed. You may lose all your recipes and other information should your account be suspended. You agree to be solely responsible for your membership fees or purchases. The Company reserves the right to assess a late fee of $30 for late payments on subscription-based products or services. Unpaid accounts may be referred to collections and additional charges assessed.
CANCELATION You understand that your subscription will be on auto renewal until cancelation. Ability to cancel is based on the subscription terms. The Company must be notified thirty (30) days in advance of your desire to cancel and then your account will be canceled. Email contact@nutritionfactors.com to cancel your account or subscription. If your monthly subscription is not canceled prior to billing, your account will be canceled the following billing cycle. Your account will remain open until the next billing cycle. Yearly subscriptions such as the Full Access account are subject to terms of the contract as the Company has allowed for you to make payments over a 12-month period and has granted you access to services and features. You will be expected to fulfill the terms of payment for the full 12 months. If you choose to cancel, the remaining portion of amount owed will be billed to you. Failure to pay the outstanding balance could result in your account being submitted for collections.
Right to Change Subscriptions The Company reserves the right to change subscription rights without notice. The Company does not credit back fees if you miss canceling prior to the grace period of three days.
Service or Product Purchases You are not required to purchase any products or services to use the free account. You may at any time discontinue the free account. Accounts that have not been used within the past six months may be deleted from the system.

OWNERSHIP OF CONTENT and INTELLECTUAL PROPERTY

Nutrition Factors  The Company is the owner of the website, content, trademarks, copyrights and intellectual property or otherwise has the rights to use intellectual property.  You agree to not transfer, duplicate, copy or distribute intellectual property without written approval from the Company. You also agree to not use the Company property outside of your Partner Portal for personal monetary and financial gain, to reproduce, go around or misuse your rights within these terms of use. Members are not owners, employees or independent contractors hired by the Company. Members are clients, PARTNERs and customers of the Company that are granted limited use rights to features and services.

Members  Members personal intellectual property is owned by the member. By submitting content, recipes, images and other related media sources, the member grants the Company and Partners the right to use without limitations on the website, social media channels or in other marketing material. Member acknowledges that the intellectual property they submit may be used on other sites and social media by members and grants permission to use. The Company may ask the person submitting content and information for modifications or update errors, typos, etc. and member grants permission to enhance or change content if deemed appropriate. The Company does not pay for postings, royalties, or damages to any said content or intellectual property that might occur from being on a public domain or social media service.

VIOLATION OF COPYRIGHT AND INTELLECTUAL PROPERTY

Submitting Recipes  If you share recipes, content, courses, give advice or your opinion, you understand that the information might be shared to other websites and to social media sites. You agree to allow such information to be shared as the Company can’t control the destination of where your information may end up, due to the ability of copying and pasting. You agree to hold the Company and Partners harmless should your content and images be shared by members or outside sources.

Copyrights and Infringements  Pursuant to 17 U.S.C. 512(i) of the United States copyrights act, the Company does not allow any plagiarism or violation of other people’s copyrights or intellectual property.  If you post a recipe, you may not copy and paste someone else’s recipe(s) or images from other websites that do not belong to you. All images shared on your website must be owned by you or you must have the right to use the image, recipe or content. Infringing on other people’s copyrights and intellectual property could get you banned from using the website and result in legal issues and fines for you from the legal owner of the intellectual property. The Company is not responsible for your violation of infringement of copyright, trademarks or other intellectual property that you post. Be aware that you will be responsible for your actions should you violate these laws. You understand, agree and retain full responsibility for what you post.

Consequences  You agree to not copy, paste or transfer any of the Company’s Intellectual Property or represent it as your own with written permission or outside the terms of this agreement.  The Company reserves the right to investigate misuse, fraud or violations. The Company will notify proper authorities of any violations and reserves the right to prosecute intentional misuse of the website or intellectual property. You understand that the Company does not monitor all recipes and content and you will notify the Company of any misuse.

Misuse of Submitted Content  If you believe your literary expression of recipes, images or content may have been violated by members, please notify the Company immediately.  The Company does not or will not tolerate misuse of information belonging to others. You must submit copies of intellectual property that you think are being violated along with the website URL, contact person and overview of the issue. Include your name and telephone number and copyright registration. You will need to verify that we received your complaint.  Send request to contact@nutritionfactors.com. Add in the subject line: Content Misuse – Infringement.

LOST CONTENT

You understand that your Partner Portal is the property of the Company and neither the Company or Partners are responsible for lost content within your Partner Portal or on the website. You use the site at your own risk and are solely responsible for any unsaved content, personal health information or recipes.

CONNECTING TO A PARTNER

The Company’s Wellness Platform is the conduit that connects Partners and clients together via the Company’s software. The website should be used for general education and lifestyle and healthy menu plans only, unless created by a Registered Dietitian. In many states’ individualized menu planning or menus for Medical Nutrition Therapy can only be done by a Registered Dietitian, therefore it is your responsibility to know the laws in your state.  A Partner using the Company’s software is an independent Partner with their own business and is not an employee of the Company. The relationship between you and a client is between you the Partner, and the client.  The Company supplies the platform for many types of healthcare professionals with varying education and skills.

CORE AND FULL ACCESS ACCOUNTS

For a Partner to connect to a client, the client must have a Core or Full Access Membership and pay the membership fee. Partner’s professional fees are an additional cost to the Core or Full Access Membership.  They are set by and billed by the Partner. Each Partner is an Independent Partner using the Company’s tools and services. Each Partner determines their own pricing structure, challenges and programs.

TRANSFERRING OF FILES

When you the Partner connects to a client, part of the coaching process is to have the Partner fill out certain documents such as a food and dislikes form, nutrition assessment etc.  The Company cannot control the transfer of such documents as each Partner is an Independent Contract and has their own business. However, it is recommended such files must be transmitted through the HIPAA compliant telehealth portal.

PROVIDING CREDENTIALS

It is Partner’s responsibility to provide the client with your accreditation status, licensure, state certification(s), authorization to practice within your scope of practice, and that Partner is recognized as being in good standing by the governing authority. 

Each Partner is responsible for their own advice, guidance, billing and business practices. The personal opinions and educational advice of the providers, using the system are not governed by the Company. Therefore, you connect with client at your own risk and liability. If your client is dissatisfied with the guidance of the program or the client should discontinue service.  The client does have the option to connect with a variety of different Partners. Clients are not locked into any Partner where Nutrition Factors has provided the lead.  If the Partner has entered into an agreement with the client for an extended period and have an agreement with that Partner, the agreement should be fulfilled.

The relationship between Partner and client are private. However, you grant the Company the right to review and intervein if company deems necessary. We do this for the purpose to ensure members and Partners are protected, and either party not abusing the site or violating any terms and conditions.

The Company does not guarantee any results that may have been promised by the Partner. The Company provides the platform enabling the Partner to easily communicate with the client.

SHARING OF INFORMATION

The Company may share your information on your behalf with independent Partners or third-party vendors. The Company gathers information from forms, products sales and promotions. Signing up for any products or services is voluntary. As you used the site data collected and you agree that your information can be shared.

TESTIMONIALS

You understand and acknowledge that any and all testimonials from members are strictly the opinion of the members.  Claims of outcomes and/or results are personal opinions based on observations from an individual’s experience.  Client’s personal results may vary.

If you submit a testimonial to the Company’s website or social media, you understand that the Company may or may not post your content. If the testimonial and image are approved for posting, you acknowledge that it may be used elsewhere, such as on social media, brochures, literature, posters, at conferences or by any Partner associated with the Company. Partner and client grant the right to the Company and other Partners to post and promote the image and testimonial anywhere. You also acknowledge that it may be beyond the Company’s or Partner to control where the image and testimonials are shared. You release the Company and other Partners of any liability or damages resulting from content dissemination and repurposing.

LIMITATION OF LIABILITY AND DAMAGES

The entire extent of liability of the Company shall be limited to the amount of access to the website. Cumulative liability will be limited to the amount of membership paid. If you are unhappy with the terms or services of this website, the best practice would be to discontinue the use of the website or app. It is of your own free will and desire to continue to use the website or APP.  You agree to indemnify and not hold the Company, company directors, officers, staff, employees, contractors and Partners accountable for any wrongdoing or negligence without limitation for any damages, liabilities, expenses, claims, loss of clients, content, mis-information or misconduct.  Relationships between Partners and clients are between Partner and client and the Company does not intervene.

DISPUTES

Any disputes must first be addressed to the Company and an effort must be put forth to resolve the dispute. Should the dispute result in a claim against The Company the claim must be filed in the State of Utah and governed by the laws of the State of Utah. Claims involving the membership price the dispute will be resolved through non-appearance or small claims court. Claims greater than the membership price will be resolved by arbitration with an arbitrator or mediator in the State of Utah. Each party will be responsible for their own attorney fees.  However, if the Company feels damage to its reputation and that business has been jeopardized, The Company reserves the right to seek damages and the damaging party will pay The Company Attorney’s fees.  The Company also reserves the right to seek damages for unauthorized use or distribution of property rights and services.

PRIVACY

You understand that the Company shares information with independent Partners and healthcare professional and agrees to allow The Company to share your personal information and refer you to our network of healthcare providers. You agree to allow the Company to share your personal information for a referral to a Partner and independent contractors.

The Company is hosted on HIPAA compliant servers and the company strives to protect your personal content to the best of our ability.

PERSONAL HEALTH INFORMATION

This notice covers how personal and medical information will be used. The Company stores limited personal health information on the website. As a user, the Partner or client should not disclose any personal information that either of you would not want to be keep confidential. Clients may be asked to disclose information to help them make better food choices, allergies, food intolerances, medical conditions and to help determine goals to help you improve your lifestyle.   The Company website is hosted by a third-party company that offers a HIPAA compliant platform. However, with any online services, breaches may happen.

The Company may also collect data for general use of your IP address and physical location to enhance our marketing abilities of your interests. We use this data collection to improve your Partner experience. You may opt out of not having your information shared.

THIRD PARTY VENDORS

The Company works and collaborates with third party vendors for support and resources. You agree to not hold the Company or a Partner responsible for issues arising from third party vendors that may result is loss of information or other damages. The content you share might be used by other members. The Company disclaims any responsibility and wrongdoing of its members as we cannot monitor or control information in all accounts. It is your responsibility to contact the party you have the dispute with and resolve it with them.

USE OF COOKIES

A “cookie” is a text file that is stored on the Partner’s computer, it helps us track pages viewed during your online session. We use cookies for marketing purposes. Disabling cookies may cause the site to function improperly. Cookies are not harmful to and do not contain viruses or extract personal information. If the company assigns, establishes joint venture agreements, or sells the company, we reserve the right to assign, transfer, sell any information to the purchasing party.

You acknowledge that you have that you have read and understand these “Terms of Use and Conditions” and agree to the stated conditions of use.

FOR PARTNERS

COMMUNITY SUPPORT

The Company allows Partners to make suggestions to improve the website. A Partner submits and contributes resources such as menu plans, blog posts, podcasts, videos and news articles to the global database. All resources must be approved by the Company. Not all submissions will be accepted.  A Partner will be able to add their name, business name to resources they submit. See section on terms and conditions of intellectual property. Submit resources to manager@nutritionfactors.com

PARTNER AGREEMENT

It is the sole responsibility of the Partner to read, understand and adhere to the terms of this agreement.  By using the Provider Partner Portal and the Company’s Wellness Platform you agree to these terms.  As a Partner you agree to periodically review changes to this contract, website, content or marketing information. The Company reserves the right to amend, change or update this contract without notification. Any updates will be posted on the website.

COUNTERPARTS

ELECTRONIC SIGNATURES

This Agreement is executed in any number of counterparts such as by an electronic signature or written signature.  These signatures must be treated in all respects as having the same force and effect as original signatures.

(For Companies:  If you are creating a company Provider Partner Portal, all individual authorized to use your company’s Provider Partner Portal must sign this agreement)