Terms of Use: Group and Private Functional Medicine Heidi Toy Functional Medicine

                            Terms of Use: EnergyRx  

By checking the box next to this Terms of Use, and/or clicking the “Purchase” button, you, the purchaser of the EnergyRx program outlined below or purchaser of a package including the EnergyRx program (hereinafter “Client”) agree and willingly purchase entry into this program to be provided with services rendered by Heidi Toy, acting as an individual and as part of Heidi Toy Functional Medicine, A Wisconsin Practice (hereinafter “Coach”), and you agree you are voluntarily entering into a legally binding Agreement with Coach, inclusive of the following terms and conditions mutually agreed upon: For good and valuable consideration of one thousand four hundred ninety-seven dollars for females ($1497) and one thousand four hundred ninety-seven dollars for males ($1497) Client has agreed to purchase the EnergyRx (hereinafter “Program”). In exchange, Coach agrees to provide the services outlined in the Program Details below, and Program Outline Addendum attached hereto.

Program Outline for females:

1. Client agrees and understands that he/she is purchasing EnergyRx. EnergyRx is a 180-day program that includes two Energy Assessments, nutrition, lifestyle and supplementation recommendations, prerecorded educational presentations with Coach, up to 25 handouts/resources,10% off supplements purchased through Heidi Toy Functional Medicine for the length of the program (180 days). All recommended supplements, further testing or consultation with Coach is an additional cost. These recommendations are optional.

2.Client acknowledges that he/she has read the Program Outline Addendum and conducted any additional research necessary to feel he/she understands what is being provided in EnergyRx as well as what is not included. Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement and on Coach’s website.

Program Outline for men:

1. Client agrees and understands that he/she is purchasing EnergyRx. EnergyRx is a 180-day program that includes two Energy Assessments, nutrition, lifestyle and supplementation recommendations, prerecorded educational presentations with Coach, up to 25 handouts/resources, 10% off supplements purchased through Heidi Toy Functional Medicine for the length of the program (180 days). All recommended supplements, further testing or consultation with Coach is an additional cost. These recommendations are optional.

2. Client acknowledges that he/she has read the Program Outline Addendum and conducted any additional research necessary to feel he/she understands what is being provided in EnergyRx as well as what is not included. Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement and on Coach’s website.

Non- Disclosure:

Client understands he or she is purchasing the EnergyRx Program with Coach; one of the primary elements in engaging in a coaching relationship with Coach is his/her ability to provide Client with personal guidance, teachings, materials, and exercises that make up the program. Following Client’s participation in this program, Client will have gained access to various trade secrets and personal intellectual property of Coach, including but not limited to materials such as verbal advice, mindset guidance, written templates, modules, technical information, business advice, and/or other information that may have become available for use through Client’s participation in the program.

Client understands and acknowledges that this information is not to be openly shared with others who have not participated in Coach’s program. Client agrees not to share, copy, or distribute any documents or other proprietary information obtained through Program, and agrees that he or she will be in violation of these Terms of Use if he or she uses any of the Content outlined as his/her own material, or repurposes and uses the Content in his/her own coaching business without express written permission of Coach. Client also understands and agrees he/she will not disclose or use any information provided to Client during coaching sessions, discussions, or otherwise.

Client also understands that due to the potential “group” nature of the Program, he/she may also obtain access to or otherwise become exposed to confidential or proprietary information belonging to other clients within the same group program via the community chat board available to all members within the membership portal. Client understands and agrees he/she will not disclose, steal, use, distribute, copy, or otherwise share or use any proprietary or confidential information belonging to another client in the group program. Client understands if he/she violates this provision, he or she may be liable to the third-party group member for infringement. Client will hold Coach harmless from any such third-party action taken against Client for such infringement or disclosure.

In addition, Coach understands he/she will likely obtain confidential information about Client and his/her business throughout the course of the program, and hereby agrees not to use, share, or otherwise reveal this information about Client, without Client’s express written consent.

Testimonials:

Coach may request Client provide a testimonial to be published on Coach’s website, or on various sales materials for this or another Program created by Coach. Client understands that he or she is not required to give any testimony, and understands that the choice to do so is freely up to Client. There will be no ramifications or change in relationship between Coach and Client if Client refuses testimonial.

If Client accepts and provides Coach with a testimonial, Client understands the material, along with a photo of Client, will likely be published on Coach’s website or otherwise. Should Client agree to provide a testimonial, Client will agree to review and sign an additional Release, confirming same, and confirming Coach’s rights to use Client’s testimonial. No payment or additional services will be provided in return for Testimonial, and Client understands he or she is granting Coach an unlimited, irrevocable license in perpetuity to use, publish, distribute, or repurpose any information provided to Coach as part of a Testimonial.

Payment:

Client understands the cost of the program is one thousand four hundred ninety-seven dollars for females ($1497) which is payable upfront, in full, unless Coach has offered a payment plan, or otherwise arranged between Coach and Client. Client agrees to render payment via Credit Card. Client understands he/she is responsible for the full payment and agrees to pay the sum requested electronically, via Coach’s website or a designated third party payment processor of Coach’s choosing, in full. Absent an agreement regarding a payment plan with Coach, Client must complete payment in full before becoming entitled to any products or services included within Program.

If Coach has offered a payment plan, Client agrees to abide by the rules and payments as explained on Coach’s sales page.

Coach reserves the right to cancel or cease working with Client should he/she fail to make additional payments in accordance with the payment plan as agreed upon at the beginning of the Program. Should this occur, Client understands she is not entitled to a refund of funds already issues to Coach in exchange for work completed thus far, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.

If Client and Coach have not agreed upon a payment plan, Client understands one is not available, and agrees to provide payment in full, upfront, in the manner(s) designated on Coach’s sales page.

Refund Policy:

Due to the subjective nature of the Program provided by Coach, and Coach’s inability to control Client’s availability, motivation, external forces, financial situation, or level of engagement in Program, Coach is not able to offer refunds once the program start date has passed or Client has completed the program's associated questionnaires. If refund request is made prior to the start date or completion of the programs associated assessments, it will be less credit card processing and admin fees. If Coach is somehow unable to provide services as outlined on the sales page, regardless of Client results, Coach or his/her team will be in touch regarding rescheduling, and/or discussing an alternative form of services, in order to fulfill obligations. If Coach is not able to reschedule, and no suitable alternative form of service is available, Client may be entitled to a partial refund, depending on the amount of work Coach and Client were able to complete. If partial services were performed, Coach and Client may come to an agreement whereby a partial refund is issued, at Coach’s discretion.

Disclaimer: Client understands that he or she must actively participate in the full Program in order to see results. While many of Coach’s past and current clients have experienced wonderful benefits from the Program, and Coach and his/her team will act in their full capacity to ensure your success and happiness in the Program, Coach cannot guarantee results of the Program, and cannot make any representations or guarantees regarding individual results. Client will hold Coach and Program harmless if he or she does not experience the desired results.

Client understands that all services provided by Coach in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Coach on a purely voluntary basis and does not hold Coach or Program responsible should Client become dissatisfied with any portion of the Program.

Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired following completion of the program, as long as Coach delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Coach and Client.

Client also understands Coach is not a doctor, nurse, lawyer, financial adviser, psychic, licensed therapist, or otherwise, and agrees to hold Coach harmless should any physical, emotional, or financial injury occur as a direct or indirect result of the Program. The content provided by Coach on his/her website and within the Program is comprised of information that has worked for Coach and other clients, and may or may not be useful to Client in his/her personal business or life. Client understands Coach cannot guarantee results from this Program, and has no expectation of a specific result that he or she holds Coach responsible for.

Client also understands he or she is purchasing the Program and participating freely and voluntarily. The information contained within the Program may not be suitable for all persons and all fitness levels, and Client understands he or she is required to modify accordingly, based upon his or her fitness levels, and instructions by physician.

Waiver/Assumption of the Risk: Client understands he/she is entering into a Program for the purpose of achieving a desired health and/or fitness goal through Coach’s Program. Client confirms he/she is entering into this Program voluntarily and of his/her own free will.

Client certifies he/she has or will be evaluated by his/her personal physician and obtain medical clearance prior to beginning any fitness, exercise, diet, health or wellness-related Program with Coach. If Client elects not to obtain this medical clearance prior to beginning Program, he/she understands the potential injuries and ramifications of such actions, and agrees not to hold Coach responsible for any such injuries or negative consequences.

Client understands Program may include elements of diet and exercise, which bring inherent risks of illness, injury, or other similar unanticipated consequences. Client agrees he/she is aware of and assuming these risks in order to voluntarily proceed with Coach’s Program. Should any such incidents occur, Client understands it is of no fault or responsibility of Coach, and agrees Coach is not liable.

Intellectual Property:

Client agrees and understands that Coach has created numerous original, creative works in connection with the Program, and agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, copy for website or sales pages, and any other original work created by Coach. Client agrees she may be granted a limited right to use selected materials in the course of his or her own business, but understands that the original proprietary rights remain with Coach. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Coach to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.

Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach’s express written consent. If such behavior is discovered or suspected, Coach reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any program or materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.

Licensee Rights:
Coach’s Limited License to Client:
Client understands that in purchasing the Program, she/he is gaining access to view all content and information available as part of the Program, as well as any additional information or content shared with him/her by Coach as she sees fit. Client understands this means he/she will have been granted a limited, revocable, non-transferable license to read and use the information provided for use in his/her business and life, as instructed or allowed by Coach. As a “Licensee,” Client understands and agrees that Client will not:
i. Copy, edit, distribute, duplicate or steal any information or any Content obtained through Program without written permission by Coach;
ii. Post, distribute, copy, steal or otherwise use any portion of the Program or its content, or information obtained via other members in the group Program without written permission by Coach, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
iii. Claim any content created by Coach as part of the Program or otherwise given to Client is his/her own, meaning he/she cannot claim any content created by Coach was Client’s work, and use in his/her business as his/her own.
iv. Share purchased materials, information, content with others who have not purchased them.
v. Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitute infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.

This Agreement is the intellectual property of Christy Westerfeld, Esq. and may not be used (in whole or in part) without express, written permission from Ms. Westerfeld. Unauthorized use may constitute copyright infringement and may be prosecuted to the full extent of the law.

Indemnification:

Client agrees at all times to defend, fully indemnify and hold Coach and any affiliates, agents, team members or other party associated with Coach harmless from any causes of action, injury, illness, misunderstanding, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Coach be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Coach’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Coach, free of charge.

Dispute Resolution:

Should a dispute arise between Coach and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Coach responsible for any specific results, or those results which have been achieved by other clients of Coach.) a. If unable to reach a resolution informally, Client and Coach agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Eau Claire, Wisconsin within a reasonable amount of time. Client and Coach agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.

Applicable Law:

This Agreement shall be governed by and under control of the laws of Wisconsin regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of California are to be applicable here.

Amendments:

This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and Coach, or a party authorized to sign on behalf of either party.

Program Outline Addendum

Client understands, acknowledges, and agrees he/she is purchasing the EnergyRx Program.

Once female Client has joined, the Program will run for a period of 180 consecutive days. During this time, Coach will provide the following products and/or services to female members within the group setting:

Recorded guided educational presentations released in modules weekly.
Accompanying Email Reminders  
Up to 25 handouts with information and resources
Access to the EnergyRx Facebook Group during the 180 days. Access will be removed after the program.
2 Energy Assessments (via Practice Better) and written reports (One to be completed at the start of the program and one to be completed toward the end by instruction of Coach.)
10% off suggested supplements during the 180 program if purchased through Heidi Toy Functional Medicine
Recommendations for optional further testing, supplementation, and consultation at additional cost to Client  

Once male Client has joined, the Program will run for a period of 180 consecutive days. During this time, Coach will provide the following products and/or services to male members within the group setting:

Recorded guided educational presentations released in modules weekly.
Accompanying Email Reminders  
Up to 25 handouts with information and resources 2 Energy Assessments (via Practice Better) and written reports (One to be completed at the start of the program and one to be completed toward the end by instruction of Coach.)
10% off suggested supplements during the180 day program if purchased through Heidi Toy Functional Medicine
Recommendations for optional further testing, supplementation, and consultation at additional cost to Client

The client has carefully read this Program Outline and acknowledges that he/she is aware of what is, and what is not included within this Program. Client is aware that this Program Outline includes EVERYTHING included within the Program. If Client expected additional information, products, services, or other information to be provided in this Program but does not see it here, Client understands it may not be included. Coach is under no obligation to provide anything other than what is listed above, with the exception of updated or ever-changing Bonuses offered for limited periods of time.

No edits or amendments may be made to this Program Outline Addendum without express written consent of both parties.  

By completing the online purchase, Client confirms he or she has reviewed all  Program Outlines, completed any and all appropriate additional research, and asked any and all necessary questions of Coach and his/her team in order to feel appropriately educated of all Programs and product/service being offered. Client understands he or she will not be entitled to a refund once completing this purchase for any reason, other than as discussed above. 

Optimal Wellness Journey Terms

For clients purchasing the Optimal Wellness Journey Package, this Agreement is made and entered into on this current day as the date the package was purchased (“Start Date”) between Educated Nutrition, LLC DBA Heidi Toy Functional Medicine, a Wisconsin Health Coach practice, (“Hereinafter referred to as “Coach” and the package payee, (Hereinafter referred to as “Client.”) Coach and Client hereby voluntarily and willingly agree as follows:  For good and valuable consideration of two-thousand, seven-hundred dollars ($2700), Client has agreed to purchase the Optimal Wellness Journey (hereinafter “Program”). In exchange, Coach agrees to provide the services outlined in the Program Details below, and Program Outline attached hereto. Client understands and agrees that Coach will utilize suitable methodologies in accordance with Client’s needs, and in accordance with her/her training.  

Program Details for Optimal Wellness Journey  

a.                   Optimal Wellness Journey is a 6-month program designed to supplement the EnergyRx program by administering functional testing and private sessions with Coach to further define the Client’s plan for balance of the body systems and support the Client in following through with the plan.  
b.                  Coach will provide the following services to clients including:  
i.                        Initial Fact Finding - This is the time Coach puts in before the first Private Session or the creation of an individualized wellness plan to review the Wellness Assessment, any testing and research that could inform the wellness plan or private session times.
ii.                        Written Plans and Reports - This is any and all written documentation found within EnergyRx or sent privately to Client via email, the Whole Practice platform, or Zenler platform that educates or informs Client of recommendations for body system balancing. They also include any report written as a summary of functional testing Coach orders and reviews for Client.
iii.                        EnergyRx Access - This encompasses all that EnergyRx offers as outlined in the EnergyRx terms and conditions.
iv.                        Members Only Circle membership - This encompasses all that the Members Only Circle offers as outlined in the EnergyRx terms and conditions. It includes 6 months of membership for free. Upon the first date of the seventh month, Client has the option to enter into the Advanced Member’s Only Circle for a monthly fee.  This is only available for female clients and its absence for the male client, despite it’s asserted value, does not incur any kind of discount or remuneration to the client.
v.                        Private Session - These are four (4) 45 minute or 60 minute  Private in person or Zoom calls sessions between Coach and Client. Sessions are scheduled upon prompting of Coach and agreed upon session schedule as recommended by Coach. Content of these sessions will revolve around functional testing, reviewing functional testing results, and recommendations to Client’s wellness plan to bring the body systems into better balance.
vi.                        Functional Testing - This includes two functional tests based on Coach analysis. Coach holds the right to offer any functional test that Coach determines is the proper test based on information provided by Client in Client Wellness Assessment Questionnaire. Please note that should a test kit expire or fail to be received by the lab there will be a $100 reissuance fee on each occasion for each such test.
vii.                        Email Support - The client does not have direct email access to the coach. Coach will address Client questions posed during private sessions.  
viii.                        Supplement Discount - Client gets a 10% discount on any Heidi Toy Functional Medicine online supplement dispensary (Fullscript, Biotics, Nutri-Dyn). It is Client’s responsibility to notify Coach if the proper supplement discount is not being applied correctly before the purchase of supplements. No refunds or price adjustments can be made after purchase of supplements.The discount expires upon the expiration of the Optimal Wellness Journey (6 months).

ALL INCLUSIONS ARE SUBJECT TO EXPIRY AFTER THE 6 MONTHS HAS ELLAPSED.

c.                   Modules: Coach will make available all modules, in the Optimal Wellness Journey Package  found on the Client’s Dashboard to be made available upon purchase, via Zenler platform, released in their entirety upon purchase. These Modules are intended to release proprietary information created by Coach for personal benefit of Client. Client agrees and understands that he/she is not to share, copy, distribute, or otherwise use (other than that which is expressly allowed) the information provided to her as a result of her participation in the program.  

d.                  Private Calls: Client understands he/she is entitled to the designated number of private sessions as listed on their package, up to 45-60 minute private calls with Coach on a monthly basis or as otherwise agreed upon between Coach and Client as recommended by Coach as part of the Program. Client understands he/she is to schedule each call with Coach via Zoom or in person.
Should Coach need to reschedule a call, Coach will do everything possible to provide client with as much notice as possible, and to reschedule to a mutually agreeable time.  
i.                        If Client learns she is unable to attend the call, Client agrees to cancel or reschedule the call at least 24 hours prior to the scheduled sessions. If cancellation is made within 24 hours of the scheduled call, Coach will take reasonable measures to reschedule the call for Client. If Client is a “no show” for the call and does not provide any advance notice that he/she will not be able to make the call, Client understands Coach is entitled to cancel the call without rescheduling, and may cause Client to forfeit the call.  

e.                  Facebook Group Access: Client may also be granted access to a private group on social media organized by Coach as part of the individual coaching package. If granted access, Client agrees to use common sense when posting or responding to others’ in the group, and agrees to refrain from posting any negative or unnecessary comments.
Should Client choose to post anything in this Facebook group, Client is agreeing and acknowledging he or she will not post anything that could harm Coach or another user, or include anything defamatory, harmful, hurtful, or otherwise upsetting. Client understands that if he/she makes the decision to post content that constitutes cyber bullying, Client’s comments will be removed immediately, and Coach reserves her right to take action against Client to the full extent of applicable laws.      

2.                   Confidentiality  

a.                   This Agreement is considered a mutual non-disclosure agreement, meaning both Client and Coach agree not to disclose, reveal, or make use of any confidential information learned by either party during discussions, coaching sessions, calls, emails, or otherwise. Such “Confidential Information” includes, but is not limited to, financial information, coaching strategies, exercises, or other methodologies Client learns as a result of working with Coach, plans or outlines for future programs or packages, information contained in documents or any other original work created by Coach, and any and all other intellectual property (discussed below.)  

b.                  Client and Coach agree that the responsibility to refrain from disclosing or sharing any and all Confidential Information learned as a result of Client working with Coach shall survive the expiration of this Agreement and Coach’s services. This means Client and Coach both agree to continue to keep Confidential Information private, even after the completion of working with Coach.  

c.                   Client also understands that due to the group nature of this Program, Client may also become privy to confidential information belonging to other members of the Program, and agrees to use the same caution in refraining from disclosing, sharing, or using information learned by participating in the Group Calls, in the private Facebook group, or via any other channels utilized in this Program.  

d.                  Should Client breach this provision and disclose confidential or proprietary information belonging to Coach or another participating in the Program, Client understands additional action may be taken by Coach up to and including legal action.  

3.                   Intellectual Property Rights

Client agrees and understands that Coach has created numerous original, creative works in connection with the Program, and agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, tutorial videos, trade secrets, marketing strategies, Facebook ad strategies, guides, and any other original work created by Coach. Client agrees she may be granted a limited right to use selected materials in the course of his or her own business, but understands that the rights remain with Coach. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Coach to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.  

a.                   Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach’s express written consent. If such behavior is discovered or suspected, Coach reserves the right to immediately end your participation in the Program without refund, as well as access to any program or materials you may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.  

b.                  Licensee Rights: Coach’s Limited License to Client: Client understands that in purchasing the Program, she/he is gaining access to view all content and information available as part of the Program, as well as any additional information or content shared with him/her by Coach as she sees fit. Client understands this means he/she will have been granted a limited, revocable, non-transferable license to read and use the information provided for use in his/her business and life, as instructed or allowed by Coach. As a “Licensee,” Client understands and agrees that Client will not:  
i.                        Copy, edit, distribute, duplicate or steal any information or any Content obtained through Program without written permission by Coach;
ii.                        Post, distribute, copy, steal or otherwise use any portion of the Program or its content without written permission by Coach, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
iii.                        Share purchased materials, information, content with others who have not purchased them.
iv.                        Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitute infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.

4.                   Payment

Client agrees to render payment via credit card (any major credit card accepted by Zenler) and understands that the full purchase amount is due and payable upfront. Client agrees that absent an agreement regarding a payment plan with Coach, he/she must complete payment in full before becoming entitled to any products or services included within Program.

5.                   Payment Plan

If Coach HAS offered Client a payment plan, all further information regarding payment schedule is outlined in an attached Payment Plan Addendum. Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands: [ (1) the remainder of the Program may be forfeited until payment is made; and (2) Client will owe a five percent (5%) late fee. A payment is to be considered late if not paid within fifteen (15) days of the date it is due. Accounts that have not been paid after 30 days will be turned over to collections, and the balance of Client’s account will be come due and payable. If Client’s account is turned over to collections, Client understands and agrees he/she is responsible for any and all fees accrued, in addition to the original account outstanding balance. (3) The client is responsible for the full balance of the payment plan at point of purchase, and the delayed nature of installments or initial payment of a deposit IN NO WAY stands as an indication that any payment in the plan can be opted out from at a later point. This is not a subscription. As regards refunds this balance is treated identically to a balance paid upfront, inline with the refund policy detailed below.]

The client agrees not to withdraw their billing details while their account still has a balance unpaid unless they require to do so due to expiration of validity of the details, in which case they agree to update the details with comparably usable details within working days. They agree to perform such logistical changes out with payment dates.

a.                   Coach reserves the right to cancel or cease working with Client should he/she fail to make additional payments in accordance with the Payment Plan as agreed upon at the beginning of the Program. Should this occur, Client understands she is not entitled to a refund of funds already issued to Coach in exchange for work completed thus far, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.

6.                   Refund Policy

Coach is not able to offer refunds once the Client has purchased the Program. Client understands this provision, and agrees that he or she is not entitled to a refund once payment has been issued to Coach.

a.                   Client further agrees and understands that changing his/her mind about the Program, failing to follow through or understand the details of the Program, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle him/her to a refund.

7.                   Indemnification

Client agrees at all times to defend, fully indemnify and hold Coach and any affiliates, agents, team members or other party associated with Coach harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Coach be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Coach’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Coach, free of charge.  

8.                   Disclaimer   .                     Client agrees and understands that Coach cannot guarantee any specific results, outcomes, or changes to Client’s current situation, and will hold Coach harmless if he or she does not experience the desired results. Client is entering into this agreement voluntarily and of his or her own free will, and readily understands that he or she may or may not experience results desired, or achieved by other clients of Coach.  

a.                   Client understands that all services provided by Coach in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Coach on a purely voluntary basis and does not hold Coach responsible should Client become dissatisfied with any portion of the Program.  

b.                  Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired following completion of his or her work with Coach, as long as Coach delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Coach and Client.  

9.                   Dispute Resolution

Should a dispute arise between Coach and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Coach responsible for any specific results, or those results which have been achieved by other clients of Coach.) If unable to reach a resolution informally, Client and Coach agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Eau Claire, Wisconsin, within a reasonable amount of time. Client and Coach agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.  

10.               Applicable Law

This Agreement shall be governed by and under control of the laws of Wisconsin regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of Illinois are to be applicable here.  

11.               Amendments

This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and Coach, or a party authorized to sign on behalf of either party.

Client and Coach agree this Agreement constitutes the entire agreement between Coach and Client, taking place of and superseding any and all prior agreements, discussions, correspondence, or proposals between parties. Client understands that if a portion of the Program or an expectation is not included in this Agreement, it does not apply and is not included within the Program. Client has taken any necessary measures to discuss further and have any questions answered by Coach or Coach’s team, and is in full agreement with the terms outlined herein.  

Payment Plan Addendum Optimal Wellness Journey

The Client understands this addendum must be referred alongside the Optimal Wellness Journey Terms, where further notes of crucial legal importance as relates to the option of a payment plan are agreed to.

Where a payment plan has been offered to the client for the Optimal Wellness Journey:

An initial upfront payment of $1000 will be taken upfront. Where other terms refer to payment as an event significant of start date of the program, this initial payment is to be considered the relevant payment when a payment plan is being undertaken. Upon acceptance of the terms and attempt to purchase, the payment schedule offered is thereby initiated.

Unless special offers exist which allow the client to complete purchase, inline with the intent of the coach, the Optimal Wellness Journey with some variation to schedule, then:

After initial payment, the payment schedule begins with a 1 month delay. Following this delay, the first payment on the schedule will be billed to the clients billing details. Payments therein will be spaced at monthly intervals in a similar manner.

The payment schedule consists of four payments of USD$462.50 (four-hundred and sixty two dollars and fifty cents). In the manner described these will be paid over a period of 4 months.

This brings the total payment for a single Optimal Wellness Journey on payment plan to USD$2850 (two-thousand, eight-hundred and fifty dollars).

By opting to pay with a payment plan the client agrees to the payment plan as detailed here (unless special offers have allowed for variance, in which case they agree to the payment plan in all manners unaffected by their special offer, and agree that their special offer is to be interpreted in a manner that makes it as similar as possible without contradiction to the payment plan addendum).

For the purposes of clarity only this abbreviated version has been included:

Initial Upfront Payment $1000
- One month Delay
First Payment on Plan $462.5
- One month Delay
Second Payment on Plan $462.5
- One month Delay
Third Payment on Plan $462.5
- One month Delay
Fourth (final) Payment on Plan $462.5

Vital Balance: The Mineral Health Transformational Program

By checking the box next to this Terms of Use, and/or clicking the “Purchase” button, you, the purchaser of the Vital Balance program outlined below or purchaser of a package including the Vital Balance program (hereinafter “Client”) agree and willingly purchase entry into this program to be provided with services rendered by Heidi Toy, acting as an individual and as part of Heidi Toy Functional Medicine, A Wisconsin Practice (hereinafter “Coach”), and you agree you are voluntarily entering into a legally binding Agreement with Coach, inclusive of the following terms and conditions mutually agreed upon: For good and valuable consideration of two hundred and ninety-seven united states dollars ($297) under the Black Friday exclusive Pricing or another agreed sum confirmed at checkout, the Client has agreed to purchase the Vital Balance (hereinafter “Program”). In exchange, Coach agrees to provide the services outlined in the Program Details below, and Program Outline Addendum attached hereto.

Program Outline:

1. Client agrees and understands that he/she is purchasing Vital Balance. Vital Balance is a 180-day program that includes HTMA Test: Discover your unique mineral profile and unlock your body’s health blueprint. Personalized Report: Identify the exact imbalances affecting your health and get a tailored roadmap to recovery. Customized Nutrition & Supplement Guide: Skip the guesswork with a plan that’s all about you. 6-Month Online Course Access: Expert-led, deep-dive modules reveal how minerals fuel your energy, balance hormones, and support immunity.

2.Client acknowledges that he/she has read the Program Outline Addendum and conducted any additional research necessary to feel he/she understands what is being provided in Vital Balance as well as what is not included. Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement and on Coach’s website.

Non- Disclosure:

Client understands he or she is purchasing the Program with Coach; one of the primary elements in engaging in a coaching relationship with Coach is his/her ability to provide Client with personal guidance, teachings, materials, and exercises that make up the program. Following Client’s participation in this program, Client will have gained access to various trade secrets and personal intellectual property of Coach, including but not limited to materials such as verbal advice, mindset guidance, written templates, modules, technical information, and/or other information that may have become available for use through Client’s participation in the program.

Client understands and acknowledges that this information is not to be openly shared with others who have not participated in Coach’s program. Client agrees not to share, copy, or distribute any documents or other proprietary information obtained through Program, and agrees that he or she will be in violation of these Terms of Use if he or she uses any of the Content outlined as his/her own material, or repurposes and uses the Content in his/her own coaching business without express written permission of Coach. Client also understands and agrees he/she will not disclose or use any information provided to Client during coaching sessions, discussions, or otherwise.

In addition, Coach understands he/she will likely obtain confidential information about Client and his/her business throughout the course of the program, and hereby agrees not to use, share, or otherwise reveal this information about Client, without Client’s express written consent.

Testimonials:

Coach may request Client provide a testimonial to be published on Coach’s website, or on various sales materials for this or another Program created by Coach. Client understands that he or she is not required to give any testimony, and understands that the choice to do so is freely up to Client. There will be no ramifications or change in relationship between Coach and Client if Client refuses testimonial.

If Client accepts and provides Coach with a testimonial, Client understands the material, along with a photo of Client, will likely be published on Coach’s website or otherwise. Should Client agree to provide a testimonial, Client will agree to review and sign an additional Release, confirming same, and confirming Coach’s rights to use Client’s testimonial. No payment or additional services will be provided in return for Testimonial, and Client understands he or she is granting Coach an unlimited, irrevocable license in perpetuity to use, publish, distribute, or repurpose any information provided to Coach as part of a Testimonial.

Payment:

Client understands the cost of the program is one thousand four hundred ninety-seven dollars for females ($1497) which is payable upfront, in full, unless Coach has offered a payment plan, or otherwise arranged between Coach and Client. Client agrees to render payment via Credit Card. Client understands he/she is responsible for the full payment and agrees to pay the sum requested electronically, via Coach’s website or a designated third party payment processor of Coach’s choosing, in full. Absent an agreement regarding a payment plan with Coach, Client must complete payment in full before becoming entitled to any products or services included within Program.

If Coach has offered a payment plan, Client agrees to abide by the rules and payments as explained on Coach’s sales page.

Coach reserves the right to cancel or cease working with Client should he/she fail to make additional payments in accordance with the payment plan as agreed upon at the beginning of the Program. Should this occur, Client understands she is not entitled to a refund of funds already issues to Coach in exchange for work completed thus far, and it is up to the sole discretion of Coach whether Client is to have continued access to any materials made available to Client during the Program up until payments were missed.

If Client and Coach have not agreed upon a payment plan, Client understands one is not available, and agrees to provide payment in full, upfront, in the manner(s) designated on Coach’s sales page.

Refund Policy:

Due to the subjective nature of the Program provided by Coach, and Coach’s inability to control Client’s availability, motivation, external forces, financial situation, or level of engagement in Program, Coach is not able to offer refunds once the program start date has passed or once coach has purchased, issued an/or mailed the clients functional lab test. If refund request is made prior to the start date or completion of the programs associated assessments, it will be less credit card processing, admin fees and any incurred expense. If Coach is somehow unable to provide services as outlined on the sales page, regardless of Client results, Coach or his/her team will be in touch regarding rescheduling, and/or discussing an alternative form of services, in order to fulfill obligations. If Coach is not able to reschedule, and no suitable alternative form of service is available, Client may be entitled to a partial refund, depending on the amount of work Coach and Client were able to complete. If partial services were performed, Coach and Client may come to an agreement whereby a partial refund is issued, at Coach’s discretion.

Disclaimer: Client understands that he or she must actively participate in the full Program in order to see results. While many of Coach’s past and current clients have experienced wonderful benefits from the Program, and Coach and his/her team will act in their full capacity to ensure your success and happiness in the Program, Coach cannot guarantee results of the Program, and cannot make any representations or guarantees regarding individual results. Client will hold Coach and Program harmless if he or she does not experience the desired results.

Client understands that all services provided by Coach in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase this Program and work with Coach on a purely voluntary basis and does not hold Coach or Program responsible should Client become dissatisfied with any portion of the Program.

Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired following completion of the program, as long as Coach delivers the Program as described in Paragraph 1 above, or similar substitutes, upon additional agreement by Coach and Client.

Client also understands Coach is not a doctor, nurse, lawyer, financial adviser, psychic, licensed therapist, or otherwise, and agrees to hold Coach harmless should any physical, emotional, or financial injury occur as a direct or indirect result of the Program. The content provided by Coach on his/her website and within the Program is comprised of information that has worked for Coach and other clients, and may or may not be useful to Client in his/her personal business or life. Client understands Coach cannot guarantee results from this Program, and has no expectation of a specific result that he or she holds Coach responsible for.

Client also understands he or she is purchasing the Program and participating freely and voluntarily. The information contained within the Program may not be suitable for all persons and all fitness levels, and Client understands he or she is required to modify accordingly, based upon his or her fitness levels, and instructions by physician.

Waiver/Assumption of the Risk: Client understands he/she is entering into a Program for the purpose of achieving a desired health and/or fitness goal through Coach’s Program. Client confirms he/she is entering into this Program voluntarily and of his/her own free will.

Client certifies he/she has or will be evaluated by his/her personal physician and obtain medical clearance prior to beginning any fitness, exercise, diet, health or wellness-related Program with Coach. If Client elects not to obtain this medical clearance prior to beginning Program, he/she understands the potential injuries and ramifications of such actions, and agrees not to hold Coach responsible for any such injuries or negative consequences.

Client understands Program may include elements of diet and exercise, which bring inherent risks of illness, injury, or other similar unanticipated consequences. Client agrees he/she is aware of and assuming these risks in order to voluntarily proceed with Coach’s Program. Should any such incidents occur, Client understands it is of no fault or responsibility of Coach, and agrees Coach is not liable.

Intellectual Property:

Client agrees and understands that Coach has created numerous original, creative works in connection with the Program, and agrees that Coach maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in the Program, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, copy for website or sales pages, and any other original work created by Coach. Client agrees she may be granted a limited right to use selected materials in the course of his or her own business, but understands that the original proprietary rights remain with Coach. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Coach to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program.

Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Coach or obtained through working with Coach, without Coach’s express written consent. If such behavior is discovered or suspected, Coach reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any program or materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.

Licensee Rights:
Coach’s Limited License to Client:
Client understands that in purchasing the Program, she/he is gaining access to view all content and information available as part of the Program, as well as any additional information or content shared with him/her by Coach as she sees fit. Client understands this means he/she will have been granted a limited, revocable, non-transferable license to read and use the information provided for use in his/her business and life, as instructed or allowed by Coach. As a “Licensee,” Client understands and agrees that Client will not:
i. Copy, edit, distribute, duplicate or steal any information or any Content obtained through Program without written permission by Coach;
ii. Post, distribute, copy, steal or otherwise use any portion of the Program or its content, or information obtained via other members in the group Program without written permission by Coach, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
iii. Claim any content created by Coach as part of the Program or otherwise given to Client is his/her own, meaning he/she cannot claim any content created by Coach was Client’s work, and use in his/her business as his/her own.
iv. Share purchased materials, information, content with others who have not purchased them.
v. Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitute infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.

This Agreement is the intellectual property of Christy Westerfeld, Esq. and may not be used (in whole or in part) without express, written permission from Ms. Westerfeld. Unauthorized use may constitute copyright infringement and may be prosecuted to the full extent of the law.

Indemnification:

Client agrees at all times to defend, fully indemnify and hold Coach and any affiliates, agents, team members or other party associated with Coach harmless from any causes of action, injury, illness, misunderstanding, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Coach be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Coach’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Coach, free of charge.

Dispute Resolution:

Should a dispute arise between Coach and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Coach responsible for any specific results, or those results which have been achieved by other clients of Coach.) a. If unable to reach a resolution informally, Client and Coach agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in Eau Claire, Wisconsin within a reasonable amount of time. Client and Coach agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.

Applicable Law:

This Agreement shall be governed by and under control of the laws of Wisconsin regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of California are to be applicable here.

Amendments:

This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and Coach, or a party authorized to sign on behalf of either party.

Vital Balance Program Outline

Client understands, acknowledges, and agrees he/she is purchasing the Vital Balance Program.

Once Client has joined, the Program will run for a period of 180 consecutive days. During this time, Coach will provide the following products and/or services to female members within the group setting:

HTMA Test: Discover your unique mineral profile and unlock your body’s health blueprint.
Instructions for optimal hair sample collection.
Personalized Report: Identify the exact imbalances affecting your health and get a tailored roadmap to recovery.  
Customized Nutrition & Supplement Guide: Skip the guesswork with a plan that’s all about you.
 6-Month Online Course Access: Expert-led, deep-dive modules reveal how minerals fuel your energy, balance hormones, and support immunity.
 Bonus content taken from EnergyRx
Recommendations for optional further testing, supplementation, and consultation come at additional cost to Client.

The client has carefully read this Program Outline and acknowledges that he/she is aware of what is, and what is not included within this Program. Client is aware that this Program Outline includes EVERYTHING included within the Program. If Client expected additional information, products, services, or other information to be provided in this Program but does not see it here, Client understands it may not be included. Coach is under no obligation to provide anything other than what is listed above, with the exception of updated or ever-changing Bonuses offered for limited periods of time.

No edits or amendments may be made to this Program Outline Addendum without express written consent of both parties.  

By completing the online purchase, Client confirms he or she has reviewed all  Program Outlines, completed any and all appropriate additional research, and asked any and all necessary questions of Coach and his/her team in order to feel appropriately educated of all Programs and product/service being offered. Client understands he or she will not be entitled to a refund once completing this purchase for any reason, other than as discussed above.