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Membership Agreement

This Services Agreement, between you, the undersigned (“Member” or “You”) and WellTheory Technologies, Inc. and its employees and agents (collectively “Company”) describes the terms and conditions under which you may participate in Company’s program (the “Program”).


THE PROGRAM


General Description of the Program


This Program is based on the Autoimmune Protocol (AIP), which is a science-based elimination and reintroduction diet and lifestyle protocol.

The Program ("Membership Program") consists of an initial assessment, which includes a questionnaire and initial consult (“Initial Assessment”), and a membership program with several different components.

The dietary component includes removing food-driven sources of inflammation and restoring nutrient density, while the lifestyle component includes approaches to sleep, stress management, movement, and connection (both with humans and nature), in order to help manage autoimmune disease.

Through the Program, Company will help members devise and implement positive, sustainable dietary and lifestyle changes via intensive group or individual paths based on a holistic/systems- oriented assessment of unique needs.


Services


The Membership Program encompass the following services (“Services”):


The Initial Assessment (Community or 1-on-1 only), which includes administration of the questionnaire as well as the initial and final assessment consult with a coach. The questionnaire and coach consults (“Content”) is educational and informational in nature and is provided only as general information and does not constitute medical or psychological practice, advice, opinion, diagnosis, treatment, or guarantee. The Content does not create any doctor-patient, therapist-patient or any other professional relationship and is not a substitute for medical diagnosis, advice, or treatment, or other professional healthcare. You are responsible for your own health care decision-making and should obtain necessary consultations with appropriately licensed health care professionals such as physicians and psychologists. Even if those providing information via the Content display professional licensure or other credentials in the healing arts, or cite clinical trials or other medical literature, they are limited to providing information and education, and are not providing any clinical service via the Content. The Content is not comprehensive and does not include all the potential information regarding the subject matter but is merely intended to serve as one resource for general and educational purposes.


  • In-depth nutritional assessments to learn more about the systems in your body and how they may be contributing to your symptoms
  • 1-on-1 session with a Nutritional Therapist to review your assessment results and  discuss actionable next steps to support your autoimmune healing journey
  • Autoimmune health roadmap built that outlines top health priorities and includes resources, recommended lifestyle steps, a personalized supplement  guide, and dietary sources of key nutrients based on your bio-individuality
  • 1-on-1, community coaching, or maintenance coaching, depending on the path you have chosen.
  • Curated content on food as medicine, gut health, lifestyle factors, and more
  • Discounted supplements and products recommended based on your unique symptoms and priorities
  • Food, Mood, and Symptom Tracker shared continuously with your Care Team to find insights around symptom drivers.



The Program does not include the following:


  • An annual physical exam or any type of medical care.


  • The cost of lab tests.


  • Recommended medications or medical devices.


  • Recommended dietary supplements. As part of an integrated treatment plan, we may ask you to take supplements to promote specific improvements in your health. These supplements are not normally covered by insurance and would be your responsibility. In addition to nutritional advice, whole food, and herbal supplementation, represent one tool for health and   healing.


  • Emergency or urgent care. No emergency or urgent care is provided by Company and access via phone, email or text does not constitute urgent or emergent medical care or advice.


  • Services by other providers. The Program does not cover services by other providers (such as chiropractors, acupuncturists, massage therapists, or mental healthcare practitioners) outside Company to whom we may refer you.


  • Recommended follow-up therapies.


  • Narcotics or controlled substances. Company does not prescribe or fill narcotic or controlled medications.


Company may amend, add, or discontinue services provided in Membership Program at any time with three (3) days’ advance written notice to Member.


The Services are intended to be services that are not covered by any private health insurance policy, private health plan or government program, including, but not limited to, Medicare/Medicaid, in which Member is enrolled (individually and collectively, the “Health Insurance Plans”). As such, the Services may be amended or modified in Company’s sole discretion, to the extent necessary to reflect any change in interpretation or terms of coverage and benefits of the Health Insurance Plans; in such case, Company will provide you with written notice.


THE PROGRAM IS NOT INSURANCE


You understand and acknowledge that the provision of Services under this Agreement constitutes the establishment of a direct relationship between you and Company, and is therefore not subject to any guidelines, restrictions or contracts established by health insurance companies, health maintenance organizations, hospital service organizations, or Medicare/Medicaid programs. Accordingly, you agree not to submit a claim to Medicare or any of the Health Insurance Plans for services under this Agreement, and acknowledge that no reimbursement will be provided under any of the same for the Fee or Services.


You understand that this Agreement is not an insurance plan, not a contract for health insurance, and not a substitute for health insurance or other health plan coverage (such as membership in an HMO). It will not cover hospital services, or any services not included in the Services. In the event of an emergency, Member will call 911 or the nearest emergency room, and follow the directions of emergency personnel. The Fee only covers the Services.


You understand that Company will not seek reimbursement for any of the Services or the Fee from any insurer or third-party payer, including but not limited to, Medicare/Medicaid, in which Member may be enrolled. To the extent any one of the Services are considered covered and reimbursable benefits by any of the Health Insurance Plans, the Fee is consideration for the remaining Services.


FEES & BILLING


The Membership Program Fee is $75 for the Community Based Coaching Program and $125 for the 1-on-1 Coaching Program per month, or $100 for the Maintenance Membership quarterly depending on Membership Pathway. The Membership Program continues month- to-month, automatically charged to the credit card you have on file with Company. By Your signature below, Member hereby authorizes Company to charge their credit card on file the recurring monthly payment until their Membership is terminated pursuant to the Cancellation/Termination terms of this Agreement.


This Agreement becomes effective on the date that you sign this Agreement or Company receives and accepts payment for the Program, whichever is later.


CANCELLATION, TERMINATION


You may cancel your Membership Program at any time by written notice to support@welltheory.com. Fees will continue to accrue until a written cancellation notice is received. The cancellation will be effective on the last day of the month in which the cancellation notice is received. Monthly fees that have been paid in advance will be refunded within ten (10) days after receipt of the cancellation notice. If requested, a final appointment, charged at the usual rate, will be scheduled to bring our partnership to a proper close and create a final plan for you to follow on your own or with a new provider.


An individual may not be accepted for or may be terminated from the Membership Program if Company in its sole discretion determines that the Member needs a level and type of medical care other than can be provided through the Program. Company may decline to accept an individual as a Member, if Company in its sole discretion has reached its maximum capacity. Further, your Membership Program may be terminated by Company at any time, at the sole discretion of Company and without refund, for nonpayment of fees, abusive or disruptive conduct or harassment, repeated failure to follow treatment recommendations, or fraud.


APPOINTMENT CANCELLATION POLICY


If You need to cancel individual sessions you must do so at least 48 hours in advance.


If initial sessions have not been completed more than 30 days after they were initially scheduled due to cancellations on your part the sessions will expire without refund.


Company reserves the right to cancel any assessment sessions if your intake paperwork has not been completed within 24 hours of the session. If this happens, a full refund minus any services rendered and a 25% administrative fee will be given.



PRIVACY AND CONFIDENTIALTY


Because the Services do not constitute health care, privacy and security protections under the Health Insurance Portability and Accountability Act (HIPAA) do not apply to the information You provide to Company. Moreover, despite reasonable security measures by Company, online disclosure of information can be forwarded, intercepted, or even changed or falsified without either Party’s knowledge.

Notwithstanding the foregoing, Company shall keep the Services private and shall not disclose Your information unless You have provided written authorization, or as required by law or regulation. Company shall not permit unauthorized access to the Services. Access to the Services by the Company shall be limited to the minimum necessary required for business purposes. Information shared as part of the Services shall be safely stored, safeguarded, and disposed of in accordance with Company’s internal policies. Company is not responsible for unauthorized access of Your information if You voluntarily make Your information available for viewing by third parties online (for example on social media).


OTHER TERMS


Not Primary Care: You understand, acknowledge, and agree that neither Company nor any Company personnel practice primary care or mental health therapy and that none of these are responsible for providing you primary care services or mental health therapy, but rather focus on enhancing your wellness through various methods. Member understands that the role of Company’s personnel is not to prescribe or assess micro- and macronutrient levels; provide health care, medical or mental health therapy services; or to diagnose, treat or cure any disease, condition or other physical or mental ailment of the human body. Rather, Company personnel are mentors and guides who have been trained in holistic health coaching to help Members reach their own health goals by helping Members devise and implement positive, sustainable lifestyle changes. Member understands that Company personnel are not acting in the capacity of a doctor, licensed dietician-nutritionist, psychologist or other licensed or registered professional, and that any advice given by Company personnel is not meant to take the place of advice by these professionals. If Member is under the care of a health care professional or currently uses prescription medications, Member should discuss any dietary changes or potential dietary supplements use with his or her doctor and should not discontinue any prescription medications without first consulting his or her doctor.


If You have or suspect you may have a medical or psychological problem, you should consult your medical doctor or psychologist or appropriate healthcare provider. If You think You have a medical emergency, call 911 immediately. Never disregard or delay medical advice received from your licensed healthcare provider based on information in the Content. Always consult your physician, psychologist, or licensed healthcare provider before seeking any new treatment, or before you alter, suspend, or initiate any change in your medical or psychological treatment, medication or herbal supplement, routine, or procedure.


Disclaimer of Warranties; Limitation of Liability. Company disclaims all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose or merchantability; and Company’s liability hereunder shall be limited to the aggregate fees paid to Company by you for the Program until termination. Company has no liability to you for any incidental and consequential damages, whether or not foreseeable or contemplated by Company (including but not limited to any loss, cost, injury, or expense caused by, or resulting from, a delay in responding to Member, whether from technical failures or otherwise).


Disclaimer of Guarantee: Member accepts and agrees that they are 100% responsible for progress and results from the Program, as well as the lives and well-being of Member’s family and children (where applicable), and all decisions made during and after the Program. Member expressly assumes the risks of the Program, including the risks of trying new foods or supplements, and the risks inherent in making lifestyle changes Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein. Although Company aims to enhance overall health and wellness which can lead to good outcomes, Company makes no guarantee or warranty that the Program will meet your requirements or goals or that all participants will achieve the same results, or any particular result (including, for example, cure of a particular disease).


Indemnification: Member will defend, indemnify, and hold harmless Company, Company’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever—including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorney’s fees, and disbursements—which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of services or products or services under this Agreement; excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors.


Intellectual Property: Company’s copyrighted and original materials will be provided to Member for their individual use only and a single-user license. Member is not authorized to use any of Company’s intellectual property for your business purposes. Member is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without the prior written consent of Company. All intellectual property, including Company’s copyrighted course materials, shall remain the sole property of Company. No license to sell or distribute Company’s materials is granted or implied.


Clear understanding. You acknowledge that the terms of this Agreement are clear and that no undue pressure has been exerted on you to sign this Agreement.


Notices and Communications. Any communication required or permitted to be sent under this Agreement shall be in writing and sent via U.S. mail or email to the addresses set forth in this Agreement. Any change in address shall be communicated in accordance with this section; and Member is solely responsible for updating Company with respect to any change of address (including email address).


If You wish to send email communications to and receive email responses from Company, You acknowledge that email is not a secure medium for sending and receiving potentially sensitive personal health information. You also acknowledge and understand that an email or secure message in any form is not a good medium for urgent or time-sensitive communications. In the event a communication is time-sensitive, you must communicate with Company by phone or in person. You acknowledge and understand that, at the discretion of Company, your email may become part of your client record.


Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties. This Section shall survive termination or expiration of this Agreement.


Entire Agreement; Amendment. The undersigned agrees to the terms of this Agreement, all of which are expressed herein. There are no promises or representations except as set forth in the Agreement. No amendment of this Agreement shall be binding on a party unless made in writing and signed by all parties. Notwithstanding the foregoing, Company may unilaterally amend this Agreement to the extent required by law or regulation by sending Member advance written notice of any such change; any such changes are incorporated into this Agreement by reference without the need for signature by the parties and are effective as of the date established by Company.


No assignment: This Agreement is not transferrable or assignable without Company’s prior written consent.


Governing Law. This Agreement shall be governed by and construed in accordance with laws of the State of California without regard to California’s choice of law provisions.


Arbitration. In the event that any dispute arises between the parties arising out of or related to the validity, interpretation, enforcement, or performance of this Agreement, or otherwise arising out of the relationship between the parties or the termination of that relationship, and a party wishes to pursue the dispute, such party shall submit the dispute to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (“AAA”). The Arbitration shall be held in San Francisco, California. The arbitrator(s) shall apply California substantive law, or federal substantive law where state law is preempted. The arbitrator(s) shall have the power to grant all legal and equitable remedies provided by the above state law and award compensatory damages provided by the above state law, except that punitive damages shall not be awarded. The arbitrator(s) shall prepare in writing and provide to the parties an award including factual findings and the legal reasons on which the award is based. The arbitrator(s) shall not have the power to commit errors of law or legal reasoning. Any judicial review of the arbitrator(s) decision shall be governed by the above state law. EACH PARTY HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES MEDIATION AND ARBITRATION. EACH PARTY UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE PARTY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL.

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