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Heidi Toy Functional Medicine - Powered By Zenler
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.
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 one-thousand, nine-hundred and fifty dollars ($1950), 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 three (3) 45 minute or 60 minute and three (3) 20 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 one functional test (Hair Tissue Mineral Analysis or Equivalent). 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. Chat Support - The client does not an entitlement to have direct chat 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 a drip sequence 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, including the cost of the Program which supercedes the stated figure above. 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.
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 USD$500 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$400 (four-hundred dollars). 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$2050 (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 $500
- One month Delay
First Payment on Plan $400
- One month Delay
Second Payment on Plan $400
- One month Delay
Third Payment on Plan $400
- One month Delay
Fourth (final) Payment on Plan $400
For clients purchasing the Optimal Wellness Journey Gold 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 five-thousand, eight-hundred dollars ($5800), Client has agreed to purchase the Optimal Wellness Journey Gold (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 Gold
a. Optimal Wellness Journey Gold 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 seven (7) 45 minute or 60 minute private in person or video calls sessions and five (5) 20 minute private in person or video call 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 three functional tests as determined by Coach in line with presentation. 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. Chat Support - The client does has direct chat access to the coach during normal business hours, stated response times apply.
viii. Supplement Discount - Client gets a 15% 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 Gold (6 months).
ALL INCLUSIONS ARE SUBJECT TO EXPIRY AFTER 8 MONTHS HAS ELLAPSED SINCE START DATE (2 months extra for flexibility due to quantity of provisions).
c. Modules: Coach will make available all modules, in the Optimal Wellness Journey Gold Package found on the Client’s Dashboard to be made available upon purchase, via Zenler platform, released in a drip sequence 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 Practice Better 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, including the cost of the Program which supercedes the stated figure above. 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.
The Client understands this addendum must be referred alongside the Optimal Wellness Journey Gold 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 Gold:
An initial upfront payment of USD$2000 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 Gold 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$1012.50 (one-thousand and twelve 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 Gold on payment plan to USD$6050 (six-thousand 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 $2000
- One month Delay
First Payment on Plan $1012.50
- One month Delay
Second Payment on Plan $1012.50
- One month Delay
Third Payment on Plan $1012.50
- One month Delay
Fourth (final) Payment on Plan $1012.50
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.
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.
Provider: Heidi Toy Functional Medicine ("we", "us", "our", "the Provider")
Program: The Functional Gut Health Analysis (the "Program")
Effective date: 24/08/2026
Version: 1.
1. AGREEMENT TO THESE TERMS 1.1 These Terms and Conditions (the "Terms") form a legally binding agreement between you ("you", "your", "Client") and Heidi Toy Functional Medicine of 800 Wisconsin St Bldg 2 Ste 405D, Eau Claire, WI 54703, United States ("Provider").
1.2 How you accept these Terms. You enter into this agreement, and these Terms become binding on you, at the moment you enter your name and email address into the enrolment pop-up on The Functional Gut Health Analysis sign-up page and click the "Sign Up Now!" button. You can also enter into this agreement by proceeding through the Zenler checkout for The Functional Gut Health Analysis, or by ordering The Functional Gut Health Analysis testing through Rupa Health. Through any of these means, provided the terms have been presented, you confirm that:
(a) you have read, understood and agree to be bound by these Terms;
(b) you meet the eligibility requirements in Section 3;
(c) the name and email address you have provided are accurate and are your own; and
(d) you consent to receive this agreement, and all notices, disclosures and records relating to it, in electronic form.
1.3 If you do not agree. If you do not agree to these Terms, do not click "Sign Up Now!", or proceed through any purchase process relating to The Functional Gut Health Analysis, and do not access, download or use any part of the Program.
1.4 Order confirmation. Your order is confirmed, and this agreement is formed, at the point described in Section 1.2. No further confirmation step is required. Confirmation occurs regardless of whether any payment has yet been made, and regardless of whether you subsequently order the Test described in Section 7.
1.5 Immediate performance. You acknowledge and expressly request that we begin performance of the Program — specifically, delivery of and access to the Digital Content — immediately upon your acceptance of these Terms, before the expiry of any cancellation period that might otherwise apply. See Section 11 (Refunds and Cancellation).
2. DEFINITIONS In these Terms: "Digital Content" means the educational materials created, curated or licensed by the Provider and made available to you as part of the Program, including video lessons, audio, written modules, worksheets, protocols, templates, downloads, interpretation guides and any updates to them. "GI-MAP" or the "Test" means the GI-MAP™ (Gastrointestinal Microbial Assay Plus) stool test performed by the Laboratory and ordered through Rupa Health. "Laboratory" means Diagnostic Solutions Laboratory, LLC, or such other CLIA-certified laboratory as performs the Test. "Program" means The Functional Gut Health Analysis, comprising the Digital Content and the Test component, as further described in Section 4. "Rupa Health" means Rupa Health, Inc., the third-party platform through which the Test is ordered, paid for and returned. "Third-Party Platforms" means Zenler, Rupa Health, the Laboratory, our payment processors and any other third-party service used to deliver, host, process or fulfil any part of the Program. "Zenler" means New Zenler Ltd (trading as Zenler), the third-party platform on which the Digital Content is hosted and delivered.
3. ELIGIBILITY 3.1 To enrol in the Program you must:
(a) be at least 18 years of age;
(b) have the legal capacity to enter into a binding contract;
(c) be resident in, and physically located in, a jurisdiction in which the Test may lawfully be ordered, collected and processed; and
(d) provide accurate and complete information at enrolment and when ordering the Test.
3.2 Geographic restrictions. The Test is available only in territories serviced by Rupa Health and the Laboratory. Certain jurisdictions restrict or prohibit the ordering, collection or processing of specimens for laboratory tests of this kind, and requirements change from time to time. Please refer to Rupa Health for up to date information on where they currently serve GI MAP testing. It is your responsibility to confirm availability in your location before enrolling. We are not responsible for your inability to obtain the Test where this results from a restriction in your jurisdiction, and no refund is payable in those circumstances save as required by Section 11.3.
3.3 The Program is not suitable for, and must not be used by or on behalf of, anyone under the age of 18.
3.4 We reserve the right to refuse enrolment to any person, or to cancel any enrolment, at our sole discretion. Where we do so other than under Section 12, we will refund amounts you have paid to us for the Program.
4. WHAT THE PROGRAM INCLUDES
4.1 The Program has two components:
(a) The Digital Content — educational material produced by Heidi Toy Functional Medicine, hosted and delivered through Zenler; and
(b) The Test — a GI-MAP stool test, ordered by you through Rupa Health and processed by the Laboratory.
4.2 What the Program is not. The Program does not include, and you should not expect:
(a) any diagnosis, treatment plan, prescription or medical care;
(b) any individualised clinical consultation, one-to-one appointment, or personalised interpretation of your Test results, unless expressly stated in the Program description at the point of purchase;
(c) any supplements, medicines, foods or physical products;
(d) any ongoing monitoring, follow-up testing or re-testing; or
(e) any emergency, urgent or after-hours support of any kind.
4.3 Description. The current, detailed description of what the Program includes is set out on the Program sign-up page at the time of your enrolment. Where there is any inconsistency between that page and these Terms in relation to what is included, the sign-up page prevails; in relation to all legal rights and obligations, these Terms prevail.
4.4 Services outside the Program.
We separately offer, and may from time to time market to you:
(a) a complimentary introductory call, which is offered to members of the public generally, is not conditional on enrolment in the Program, and is available to Clients and non-Clients alike; and
(b) paid one-to-one services or packages.
(c) other educational programs, labs or services.
None of these are part of the Program. None of these are included in, bundled with, or paid for by the Program fee, and no part of the Program fee is attributable to either. These Terms do not govern them. If you choose to book or purchase these options, that engagement is formed separately and is governed by the separate terms provided to you at the time of booking or purchase. Nothing in these Terms entitles you to such services, and nothing in these other services varies, supplements or overrides these Terms. Any complimentary introductory call is an introductory conversation about whether working together may be appropriate. It is not a clinical consultation and does not include diagnosis, a treatment plan, or individualised interpretation of your Test results. Individualised review or discussion of your Test results is provided only under a separately purchased one-to-one engagement, and only under that engagement's own terms.
You are under no obligation to book or purchase anything further. The Program is complete and fully usable without doing so, and no part of the Program is withheld pending any further purchase.
5. THIRD-PARTY PLATFORMS
5.1 The Program is facilitated by Third-Party Platforms. Specifically:
(a) the Digital Content is hosted and delivered via Zenler; and
(b) the Test is ordered, paid for and fulfilled via Rupa Health, with laboratory analysis performed by the Laboratory.
5.2 You contract separately with those parties. Your use of each Third-Party Platform is subject to that party's own terms of service, privacy policy, consent forms and, where applicable, laboratory requisition and informed-consent documentation. You are responsible for reading and complying with them. Where a Third-Party Platform's terms conflict with these Terms in respect of that party's own services, that party's terms govern the relationship between you and that party.
5.3 We do not control them. We do not own, operate or control the Third-Party Platforms. We are not responsible or liable for: platform downtime, outages, maintenance windows, data loss, security incidents, changes to functionality, changes to pricing, delays, errors in shipping or logistics, laboratory processing errors, specimen handling, or the accuracy, completeness or reliability of any laboratory result. Your remedy in respect of any such matter lies against the relevant third party.
5.4 Substitution. We reserve the right to change, substitute or discontinue any Third-Party Platform, or to migrate the Digital Content to a different hosting platform, at any time and without notice, provided that we will use reasonable efforts to maintain broadly equivalent access to the Digital Content.
5.5 Compensation disclosure. We receive payment in connection with your ordering of the Test and/or in connection with products referenced in the Digital Content. The test is priced at face value without markup. Additional content is assigned the values displayed on the sales page of The Functional Gut Health Analysis and may or may not be discounted therein. The division of the cost of the program does not impact what you pay.
6. FEES, PRICING AND PAYMENT
6.1 Standard price. The standard price of the Program is USD $1,654.00.
6.2 Variable pricing. The price actually payable by you is the price displayed to you on the sign-up page and/or at the point of ordering the Test at the time of your enrolment. The price of the Program is variable. We may from time to time run promotions, discounts, introductory offers, bundle pricing, partner pricing, scholarship pricing or campaign pricing, and we may set the price at any level at our sole discretion. By way of example only, where a promotion is active the price may be USD $499.00, or some other figure. Nothing in these Terms constitutes an offer of, or entitlement to, any particular price, discount or promotion.
6.3 No retrospective adjustment. Prices may increase or decrease at any time. If the price of the Program falls after you enrol — whether because a promotion begins, a promotion is extended, or the standard price is reduced — you are not entitled to a refund, credit, price match or adjustment of the difference. Equally, a subsequent price increase will not be applied to you retrospectively.
6.4 Promotions. Any promotion, discount code or offer is valid only for the period stated, is subject to any additional terms published with it, cannot be combined with any other offer unless expressly stated, has no cash value, is non-transferable, and may be withdrawn or amended by us at any time before your enrolment is complete.
6.5 Structure of payment. The total amount payable in respect of the Program comprises:
(a) any amount payable at the point of enrolment, as displayed on the sign-up page; and
(b) the balance, which can be paid at the point at which you order the Test through Rupa Health, and which is paid by you to or through Rupa Health in accordance with Rupa Health's own checkout process and payment terms.
6.6 Payment obligation is not conditional. Your obligation to pay arises from your enrolment. Ordering the Test through Rupa Health is the mechanism by which the outstanding balance is collected; it is not a separate, optional purchase that you may decline while retaining the benefit of the Digital Content.
6.7 Non-payment. If you do not order the Test and pay the outstanding balance within 60 days of enrolment, we may, at our discretion and without prejudice to any other right: (a) suspend or revoke your access to the Digital Content; (b) treat the agreement as terminated; and/or (c) pursue the outstanding balance as a debt.
6.8 Currency, taxes and charges. All prices are in US Dollars. Prices are exclusive of any applicable sales, use or other taxes, which will be added where required. You are responsible for any bank fees, card fees, currency conversion charges or international transaction fees imposed by your payment provider.
6.9 Payment processing. Payments are processed by third-party payment processors. We do not store your full payment card details. You warrant that you are authorised to use the payment method you provide.
6.10 Failed or reversed payments. If any payment fails, is reversed, or is otherwise not received, we may suspend access to the Program until the position is resolved.
7. THE TEST
7.1 Ordering. The Test is ordered by you through Rupa Health, following the instructions provided in the Digital Content. You must complete Rupa Health's and the Laboratory's own registration, consent and requisition requirements.
7.2 Practicioner Ordering
(a) Credentials. Heidi Toy is a Functional Nutritional Therapy Practitioner (FNTP). An FNTP holds a professional certification in nutritional therapy. It is not a medical licence. Heidi Toy is not a physician, physician assistant, nurse practitioner, registered nurse, registered dietitian, or any other licensed healthcare provider, and does not hold prescribing authority. Nothing in the Program constitutes the practice of medicine, nursing, dietetics, or any other licensed profession.
(b) The ordering role. For the sole and limited purpose of enabling you to obtain the Test, Heidi Toy is named as the ordering practitioner of record on the laboratory requisition submitted through Rupa Health.
(c) Scope of that role. That role is administrative and facilitative in nature. It is strictly limited to placing the order so that the Test may be released to you. It does not extend to clinical evaluation, physical examination, history-taking, diagnosis, treatment, medical decision-making, ongoing monitoring, or the review or interpretation of your Test results.
(d) No physician–patient relationship. Being named as ordering practitioner does not create a physician–patient relationship, a licensed-provider relationship, or any duty of clinical care between you and Heidi Toy or the Provider. It does not constitute an undertaking to review, interpret, act upon, escalate, follow up on, or notify you or anyone else of your Test results or of any finding within them, however significant that finding may be. See Section 7.9.
(e) The relationship that does exist. You acknowledge that the only relationship created by your enrolment is a limited, educational, non-clinical relationship, confined to (i) the provision of the Digital Content and (ii) the placing of the Test order as described above.
(f) Your confirmation. By ordering the Test you confirm that you are under the care of, or have ready access to, a licensed healthcare provider, and that you will review your Test results with that provider.
(g) Separate services. Individualised review or discussion of your results is available only under a separately purchased one-to-one engagement, as described in Section 4.4. It is not part of the Program, and it is not provided on the complimentary introductory call.
7.3 Your responsibilities. You are responsible for: ordering the Test promptly; providing accurate personal, contact and health information; collecting the specimen strictly in accordance with the Laboratory's instructions; observing any pre-collection requirements (including any medication, supplement, dietary or antibiotic wash-out periods specified); packaging and returning the specimen within the required timeframe; and retaining any tracking information.
7.4 Specimen failure. Neither we nor any third party is responsible for a specimen that is incorrectly collected, contaminated, insufficient, degraded, lost or damaged in transit, delayed, or rejected by the Laboratory for any reason. Where a re-test is required, any cost of a replacement kit or repeat analysis is payable by you [unless the Laboratory or Rupa Health provides otherwise under its own policies].
7.5 Turnaround. Any turnaround time indicated is an estimate only and is not guaranteed. Processing times are controlled by the Laboratory and by shipping carriers.
7.6 Results. Test results are produced by the Laboratory. We do not warrant the accuracy, completeness, sensitivity, specificity or clinical validity of any result. Laboratory results can produce false positives and false negatives and can be affected by collection technique, timing, diet, medication, supplements and recent illness.
7.7 Kit expiry and validity. Test kits may carry expiry dates and Rupa Health orders may carry validity windows. It is your responsibility to use the kit within any applicable period. Expired or void kits are not our responsibility.
7.8 Results are not a diagnosis. See Section 8.
7.9 NO REVIEW, NO MONITORING, NO FOLLOW-UP — PLEASE READ CAREFULLY.
(a) Your Test results are released to you via Rupa Health.
(b) We do not review, read, interpret, screen, triage or monitor your Test results as part of the Program. No one at Heidi Toy Functional Medicine will review your results unless and until you separately purchase or enrol in an applicable engagement, as described in Section 4.4.
(c) In particular, we do not screen your results for abnormal, unexpected, urgent, critical or clinically significant findings, and we will not contact you if any such finding is present. You must not treat the absence of contact from us as an indication that your results are normal, unremarkable, or free of any finding requiring attention.
(d) You are solely responsible for obtaining your results promptly, reading them, and providing them to a licensed healthcare provider for review, whether or not anything in them appears to you to be significant.
(e) Do not wait for the Test. If you have symptoms that concern you at any time — before, during or after testing — seek medical attention promptly. This includes, without limitation, blood in the stool, black or tarry stools, unintended weight loss, persistent vomiting, severe or persistent abdominal pain, difficulty swallowing, fever, or signs of dehydration. The Test is not a screening tool for cancer, inflammatory bowel disease, or any other condition, and a Test result must never be used to rule out a diagnosis or to justify delaying medical assessment.
7.10 Incidental access. By virtue of the ordering role described in Section 7.2, we may have technical visibility of your results within Rupa Health. Any such visibility is incidental to the ordering mechanism. It does not mean your results have been reviewed, does not create any duty to review them, and must not be relied upon by you as review.
8. MEDICAL DISCLAIMER — PLEASE READ CAREFULLY 8.1 The Program is educational only. The Program, the Digital Content, the Test and any information, materials, interpretations, protocols, suggestions, recommendations or communications provided in connection with them are provided for general educational and informational purposes only. They are not medical advice. 8.2 Not intended to diagnose, treat, cure or prevent. Statements made within the Program have not been evaluated by the Food and Drug Administration. The Program is not intended to diagnose, treat, cure or prevent any disease or health condition. 8.3 Not a substitute for professional care. The Program is not a substitute for consultation with, examination by, diagnosis by, or treatment by a licensed physician or other qualified healthcare professional. Always seek the advice of your physician or other qualified healthcare provider with any questions you have regarding a medical condition, symptom, medication, supplement or treatment, and before making any change to your diet, exercise, supplement or medication regimen. Never disregard professional medical advice, or delay seeking it, because of something you have read, seen or heard in the Program. 8.4 Nature of the relationship. Heidi Toy is a Functional Nutritional Therapy Practitioner (FNTP) and is not a physician, nurse practitioner, physician assistant, registered dietitian or other licensed healthcare provider. As set out in Section 7.2, Heidi Toy is named as the ordering practitioner of record on your laboratory requisition for the limited purpose of enabling you to obtain the Test. That limited role does not create a physician–patient relationship or any duty of clinical care. Your enrolment in the Program does not create a physician–patient, practitioner–patient, therapist–client or other licensed healthcare relationship between you and Heidi Toy Functional Medicine, Heidi Toy personally, or any of our personnel or contractors. We do not diagnose, treat, cure or prevent disease, do not prescribe, and do not provide medical care. 8.4A No review of results. Your Test results are not reviewed by us. Section 7.9 sets out this position in full and forms an essential part of this Disclaimer. You must arrange for your results to be reviewed by your own licensed healthcare provider. Do not assume that silence from us means your results are normal. 8.5 Emergencies. The Program is not for emergencies. If you are experiencing a medical emergency, or believe you may be, call 911 (or your local emergency number) or go to the nearest emergency department immediately. Do not rely on the Program, and do not wait for a response from us. 8.6 Not suitable for everyone. The Program may not be appropriate for you, including if you are pregnant, breastfeeding, trying to conceive, under 18, immunocompromised, undergoing cancer treatment, have an eating disorder or a history of disordered eating, have a serious gastrointestinal, hepatic, renal, cardiac or psychiatric condition, or are taking prescription medication. Consult your physician before enrolling and before acting on anything in the Program. 8.7 Mental health. If any part of the Program raises distress for you, discontinue use and speak with a qualified professional. If you are struggling, support is available in the US via the 988 Suicide & Crisis Lifeline (call or text 988). 8.8 Interpretation of results. Any interpretive framework, reference range commentary, "optimal range" discussion or pattern explanation provided within the Digital Content is general educational commentary about the test methodology and markers. It is not an individualised interpretation of your results and must not be treated as one. Your results should be reviewed with your own licensed healthcare provider. 8.9 Supplements and dietary change. Any reference to supplements, herbs, botanicals, dietary protocols, elimination diets, fasting or similar interventions is educational. Such interventions carry risk, may interact with medications, and are not appropriate for all individuals. Do not commence any such intervention without clearing it with your licensed healthcare provider. 8.10 No guarantee of outcome. Individual results vary. We make no representation, warranty or guarantee that you will achieve any particular health outcome, symptom improvement, result or benefit. Any testimonial, case study, review or example outcome shown in our marketing reflects that individual's experience only and is not typical, expected or promised.
9. ASSUMPTION OF RISK
9.1 You engage with the Program entirely at your own risk. You acknowledge that: (a) you are solely responsible for your own health, wellbeing and healthcare decisions; (b) you will exercise your own independent judgement, and consult your own licensed healthcare providers, before acting on anything arising from the Program; (c) dietary, supplement, lifestyle and other interventions carry inherent risks, including risks that cannot be foreseen; and (d) you voluntarily assume all such risks.
9.2 Release. To the fullest extent permitted by law, you release and hold harmless the Provider, Heidi Toy personally, and our officers, members, employees, contractors, agents and affiliates from any and all claims, demands, losses, damages, costs and expenses arising out of or relating to your participation in the Program or your use of, or reliance on, any part of it, save to the extent such liability cannot lawfully be released.
9.3 Nothing in these Terms operates to exclude or limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.
10. INTELLECTUAL PROPERTY AND ACCEPTABLE USE
10.1 Ownership. All Digital Content, and all intellectual property rights in it — including copyright, trademarks, trade dress, know-how, methodologies, frameworks, course structure, scripts, video, audio, text, graphics, worksheets and downloads — are and remain the exclusive property of Heidi Toy Functional Medicine and/or its licensors. All rights are expressly reserved.
10.2 Your licence. Subject to your compliance with these Terms and payment in full, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and view the Digital Content for your own personal, non-commercial use only, for the Access Period defined in Section 10.7.
10.3 What you must not do. You must not, and must not permit any other person to:
(a) copy, reproduce, republish, download (other than where a download function is expressly provided for your personal use), scrape, screenshot for redistribution, screen-record, mirror, or store any Digital Content other than as necessary for your own personal viewing;
(b) sell, resell, licence, sublicense, rent, lease, lend, gift, share, syndicate, distribute or otherwise make available any Digital Content to any third party, whether for payment or free of charge;
(c) share, transfer, sell or disclose your login credentials, or permit any other person to access the Program using your account;
(d) use the Digital Content, or any part of it, to create, inform, train or develop any competing or derivative product, program, course, coaching offering or service;
(e) use the Digital Content in the course of any business, practice or professional service you provide to third parties, including using it with your own clients or patients;
(f) upload, input or submit any Digital Content to any artificial intelligence, machine learning or large language model system for the purpose of training, fine-tuning, reproduction or generation of derivative material;
(g) remove, obscure or alter any copyright, trademark or proprietary notice;
(h) circumvent, disable or interfere with any security, access control, watermarking or digital rights management feature; or
(i) reverse engineer, decompile or attempt to derive the source code of any part of the platform.
10.4 Abuse of the Program's systems. You must not misuse the Program or any Third-Party Platform, including by: creating multiple accounts; using automated means to access the Program; attempting to obtain access you are not entitled to; abusing any refund, promotion, discount code, trial or scholarship mechanism; abusing the chargeback process; harassing, threatening or abusing our personnel, contractors or other participants; posting unlawful, defamatory, obscene or infringing material in any community area; or engaging in any conduct that damages or risks damaging our reputation, systems or business.
10.5 Enforcement. We reserve the right, at our sole discretion and without refund, to suspend or permanently terminate the access of any Client who breaches Sections 10.3 or 10.4, and to pursue any legal remedy available to us including injunctive relief, statutory damages and recovery of costs. You acknowledge that damages alone would be an inadequate remedy for breach of Section 10.3 and that we are entitled to seek equitable relief.
10.6 Feedback and testimonials. If you provide feedback, suggestions, reviews or testimonials, you grant us a perpetual, worldwide, royalty-free, irrevocable licence to use, reproduce and display them, including your first name and last initial, for marketing purposes.
10.7 Access Period. Your access to the Digital Content continues for 6 months subject to Section 10.8.
10.8 No guarantee of perpetual availability. We do not guarantee that the Digital Content will remain available indefinitely. We may retire the Program, in which case we will give [30] days' notice by email where reasonably practicable.
11. THIRD-PARTY BRANDING, TRADEMARKS AND COPYRIGHT
11.1 Zenler, Rupa Health, GI-MAP™, Diagnostic Solutions Laboratory, and all other third-party names, logos, marks, product names, trade dress and materials referenced in the Program or on our website are the property of their respective owners. All such rights are reserved to those owners.
11.2 Any such reference is made for identification, descriptive and educational purposes only. It does not imply, and should not be taken to imply, any endorsement, sponsorship, affiliation, partnership, approval or certification by the relevant owner of the Provider or the Program, except where expressly stated.
11.3 Where third-party material is reproduced within the Digital Content, it is reproduced under licence or in reliance on applicable exceptions, and the underlying rights remain with the relevant owner. You obtain no right in such material beyond the limited viewing licence in Section 10.2.
11.4 If you are a rights holder and believe material within the Program infringes your rights, please contact us at hello.energyrx@protonmail.com and we will respond in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512.
12. CHANGES TO THE PROGRAM
12.1 We reserve the right to change the Program. We may, at any time and at our sole discretion, add to, remove, revise, reorder, replace, re-record, update or otherwise modify any part of the Digital Content, the Program structure, the modules included, the delivery platform, the format, or any bonus or supplementary material.
12.2 We may make such changes without notice and without any obligation to provide the previous version, to provide equivalent content, or to make any refund or price adjustment.
12.3 We will use reasonable efforts not to make changes that materially reduce the overall value of the Program to enrolled Clients, but we do not guarantee that any specific module, feature, resource or bonus will remain available. 12.4 Where we discontinue the Program entirely, Section 10.8 applies.
13. REFUNDS AND CANCELLATION
13.1 No voluntary refund policy. Because the Program consists of digital content delivered immediately, together with a laboratory test that is fulfilled by third parties, we do not offer a voluntary refund, cancellation, exchange, transfer or "cooling-off" policy. All sales are final.
13.2 Statutory rights only. Your right to cancel, return or obtain a refund is limited to such rights (if any) as are mandated by applicable statutory consumer protection law, and we will honour those rights in full. Nothing in these Terms is intended to exclude, restrict or modify any statutory right that cannot lawfully be excluded, restricted or modified.
13.3 Statutory cancellation. Where a statutory right of cancellation or return does apply to you, you may exercise it by giving us notice in writing at hello.energyrx@protonmail.com within the period specified by the applicable statute, and we will process the refund in accordance with that statute. Where the applicable statute permits, we may deduct a proportionate amount reflecting the value of the Digital Content already delivered and accessed, and any non-recoverable third-party costs already incurred (including any Test kit dispatched or processed).
13.4 Acknowledgement of immediate delivery. You acknowledge that you have expressly requested immediate access to the Digital Content (Section 1.5) and that this may reduce or extinguish certain statutory cancellation rights that would otherwise apply to digital content.
13.5 Test component. Refunds, returns and cancellations in respect of the Test itself are governed by the policies of Rupa Health and the Laboratory. You must pursue any such claim directly with them. We have no ability to refund amounts we have not received.
13.6 No refund for non-use. No refund is payable on the basis that you did not access, complete, use or benefit from the Program, did not order the Test, did not return the specimen, changed your mind, no longer have time, or did not achieve a desired outcome.
13.7 No refund following termination for breach. Where we terminate your access under Section 14 for breach, no refund is payable.
14. SUSPENSION AND TERMINATION
14.1 We may suspend or terminate your access to the Program, immediately and without refund, if:
(a) you breach these Terms, and in particular Sections 10.3 or 10.4;
(b) you fail to pay any amount due (Section 6.7);
(c) you initiate a chargeback or payment dispute otherwise than in accordance with Section 15;
(d) you provide false information at enrolment;
(e) you abuse, harass or threaten our personnel, contractors or other participants;
(f) we reasonably believe your continued participation presents a risk to your health, to others, or to us; or
(g) we are required to do so by law or by a Third-Party Platform.
14.2 On termination, your licence under Section 10.2 ends immediately and you must cease all use of, and delete all copies of, the Digital Content in your possession or control.
14.3 Termination does not affect any accrued rights or liabilities, and does not relieve you of any obligation to pay amounts already due.
14.4 You may stop participating at any time. Ceasing participation does not entitle you to a refund except as provided in Section 13.
15. CHARGEBACKS AND DISPUTES
15.1 If you have a concern about a charge, you agree to contact us first at hello.energyrx@protonmail.com and to allow us 14 days to resolve it before initiating any chargeback, payment reversal or dispute with your card issuer or bank.
15.2 Initiating a chargeback in respect of a validly incurred charge, in circumstances where no statutory right of refund applies, is a breach of these Terms. We reserve the right to: contest the chargeback with evidence of your acceptance of these Terms and your access logs; terminate your access under Section 14; and recover the disputed amount together with any chargeback fee and reasonable costs of recovery.
16. PRIVACY, HEALTH INFORMATION AND CONFIDENTIALITY
16.1 Our collection and use of your personal information is described in our Privacy Policy, which forms part of these Terms.
16.2 Our status. We are not a covered entity under the Health Insurance Portability and Accountability Act ("HIPAA"), and HIPAA does not apply to the Program. We nevertheless treat your health information as confidential and handle it in accordance with this Section 16 and our Privacy Policy. We do not describe the Program, or any part of it, as "HIPAA compliant" or "HIPAA protected", and you should not assume that HIPAA protections apply to information you provide to us.
16.3 Information we collect. In connection with the Program we collect: your name and email address at enrolment; account and usage data generated by your use of the Zenler platform; payment and transaction data (processed by our payment processors and by Rupa Health); information necessary to place your Test order; and any health information you choose to disclose to us.
16.4 Health information and Test results. You acknowledge and consent that: (a) your personal and health information will be collected by, disclosed to, and exchanged between Rupa Health and the Laboratory as necessary to register, place, fulfil, process and return your Test order; (b) Rupa Health and the Laboratory handle that information under their own privacy policies, consent forms and legal obligations, which you should read, and which may include obligations that do not apply to us; and (c) by virtue of the ordering role described in Section 7.2, your Test results may be technically visible to us within Rupa Health. Section 7.10 applies: such visibility is incidental, does not mean your results have been reviewed, and creates no duty to review them.
16.5 How we use your information. We use your information to deliver the Program, place and administer your Test order, provide support, take payment, secure and improve our systems, comply with law, and — where permitted — communicate with you about our services. We do not sell your personal information.
16.6 Other disclosures. We may disclose your information: to service providers acting on our behalf under confidentiality obligations; where required by law, subpoena, court order or regulatory authority; to establish, exercise or defend legal claims; to prevent serious harm; and to a successor in connection with a merger, acquisition or sale of assets, in which case we will require the recipient to honour this Section.
16.7 Marketing and your results. We will not use your Test results, or any health information you disclose to us, as the basis for marketing any product or service to you without your prior separate consent. Marketing communications about the services described in Section 4.4 are sent on a general basis and are not triggered by, or tailored to, the content of any individual's results. You may opt out of marketing at any time using the unsubscribe link or by contacting us.
16.8 State consumer health data laws. Health information collected outside HIPAA is regulated by a growing number of state statutes, which may apply to you depending on where you live, irrespective of where we are located. These include the Washington My Health My Data Act, Nevada SB 370, and the health-data provisions of comprehensive privacy statutes in states including California, Colorado, Connecticut, Virginia and Texas. Where such a statute applies to you, you may have rights including access, correction, deletion, portability, withdrawal of consent, and the right to appeal a refused request. To exercise any such right, contact us at hello.energyrx@protonmail.com . We will respond within the period the applicable statute requires.
16.9 Service communications. By enrolling you consent to receive emails from us relating to the Program, including onboarding, access, instructional and administrative emails. These are service communications and are not optional while you remain enrolled. Opting out of marketing does not affect service communications.
16.10 Email is not secure. Email is not a secure medium. If you send health information to us by unencrypted email, or ask us to communicate with you about health matters by unencrypted email, you accept the associated risk of interception, misdirection or unauthorised access. We recommend you do not send sensitive health information by email.
16.11 Security incidents. We maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the information we hold. If a security incident affecting your information occurs, we will notify you where required by applicable law, including applicable state data breach notification statutes and, where it applies, the FTC Health Breach Notification Rule, 16 C.F.R. Part 318.
16.12 No absolute security. No system, transmission method or storage method is completely secure. While we and the Third-Party Platforms take reasonable measures, we cannot and do not guarantee the security of information transmitted to or stored by us or by them.
16.13 Retention. We retain your information for as long as necessary to deliver the Program, serve your further interests where you have indicated you agree to such efforts, comply with our legal obligations, resolve disputes and enforce our agreements, after which it is deleted or de-identified.
16.14 Confidentiality of the Program. The Digital Content is confidential and proprietary to us. You must not disclose it to any third party. This obligation is yours, and is separate from and does not limit our obligations to you under this Section 16.
16.15 Community areas. If the Program includes any community, forum or comment functionality, do not post health information you are not willing to make public. Anything you post may be read by other participants, and information you voluntarily disclose to other individuals is outside our control.
16.16 Location. The Program is operated from the United States and your information will be processed there.
17. DISCLAIMER OF WARRANTIES
17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM, THE DIGITAL CONTENT AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
17.2 WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT.
17.3 We do not warrant that the Program will be uninterrupted, error-free, secure, free of viruses, compatible with your device, or that any defect will be corrected. We do not warrant the accuracy, currency or completeness of any information within the Digital Content, which reflects our understanding at the time of production and may become outdated.
17.4 Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you.
18. LIMITATION OF LIABILITY
18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE PROVIDER, HEIDI TOY PERSONALLY, OR OUR OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PROGRAM, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.2 OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO US FOR THE PROGRAM.
18.3 We are not liable for any act, omission, delay, error or failure of any Third-Party Platform, laboratory, carrier, payment processor or other third party.
18.4 The limitations in this Section apply notwithstanding the failure of essential purpose of any limited remedy, and are a fundamental basis of the bargain between us. Section 9.3 applies.
18.5 Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.
19. INDEMNIFICATION
19.1 You agree to indemnify, defend and hold harmless the Provider, Heidi Toy personally, and our officers, members, employees, contractors, agents and affiliates from and against any claim, demand, action, loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of or relating to:
(a) your breach of these Terms;
(b) your misuse of the Program or the Digital Content;
(c) your infringement of any intellectual property or other right;
(d) any health decision you make or action you take in connection with the Program; or
(e) any information you provide that is false, inaccurate or incomplete.
20. FORCE MAJEURE
20.1 We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, public health measures, war, terrorism, civil unrest, strike, labour dispute, governmental action, regulatory change, laboratory closure, carrier failure, supply chain disruption, internet or hosting outage, cyberattack, power failure, or the failure or discontinuation of any Third-Party Platform, or serious illness or incapacity of key personnel.
21. GOVERNING LAW AND DISPUTE RESOLUTION
21.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law principles.
21.2 Informal resolution first. Before commencing any formal proceeding, you agree to contact us at hello.energyrx@protonmail.com with a written description of the dispute and to engage in good-faith discussions for a period of at least 30 days.
21.3 Venue. You and we irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Eau Claire County, Wisconsin, and waive any objection based on venue or forum non conveniens.
21.4 Time limit. To the extent permitted by law, any claim arising out of or relating to the Program must be brought within one (1) year of the date the claim arose, failing which it is permanently barred.
21.5 Your statutory rights. Nothing in this Section limits any non-waivable right you have to bring a claim under the consumer protection law of your state of residence, or to complain to a regulatory authority.
22. CHANGES TO THESE TERMS
22.1 We may amend these Terms at any time. The current version will always be available at https://heidi-toy-functional-medicine.newzenler.com/terms.
22.2 Amendments apply prospectively from the date of posting. Where an amendment materially affects your rights, we will make reasonable efforts to notify you by email.
22.3 Your continued access to or use of the Program after an amendment takes effect constitutes acceptance of the amended Terms. If you do not accept them, you must stop using the Program; this does not entitle you to a refund except as provided in Section 13.
23. GENERAL
23.1 Entire agreement. These Terms, together with the documents referred to in them, constitute the entire agreement between you and us in relation to the Program and supersede all prior representations, statements, marketing materials, communications and understandings. You confirm you have not relied on any representation not expressly set out in these Terms. Nothing in this clause limits liability for fraudulent misrepresentation.
23.2 Severability. If any provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force.
23.3 No waiver. No failure or delay in exercising any right constitutes a waiver of it.
23.4 Assignment. You may not assign or transfer your rights under these Terms, or your access to the Program, to any other person. We may assign our rights and obligations, including in connection with a sale, merger or reorganisation of our business.
23.5 No third-party beneficiaries. Except for the released and indemnified parties named in Sections 9, 18 and 19, no third party has any right to enforce these Terms.
23.6 Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
23.7 Notices. Notices to you will be sent to the email address you provided at enrolment; you are responsible for keeping it current and for ensuring our emails are not filtered. Notices to us must be sent to hello.energyrx@protonmail.com and, where these Terms require written notice, copied to 800 Wisconsin St Bldg 2 Ste 405D, Eau Claire, WI 54703, United States.
23.8 Electronic contracting. You consent to transact electronically and agree that your click of the "Sign Up Now!" button or proceeding through checkout processes for the service constitutes your electronic signature under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the Wisconsin Uniform Electronic Transactions Act, Wis. Stat. ch. 137.
You may request a paper copy of these Terms by contacting us. You confirm you have the hardware and software necessary to access and retain electronic records.
23.9 Survival. Sections 8, 9, 10, 11, 13, 14.2, 14.3, 15, 16, 17, 18, 19, 21 and 23 survive termination.
23.10 Headings. Headings are for convenience only and do not affect interpretation.
23.11 Export and sanctions. You represent that you are not located in, or a national of, any country subject to US embargo, and are not on any US government restricted-party list.
24. CONTACT Heidi Toy Functional Medicine, 800 Wisconsin St Bldg 2 Ste 405D, Eau Claire, WI 54703, United States; hello.energyrx@protonmail.com; +1 715-869-3793;