Damn Happy Damn Healthy Online Membership Agreement

This membership agreement (“agreement”) is entered into by and between the following parties: 

Chelsea Kaller, Inc., creator of Damn Happy Damn Healthy (“DHDH”)

And 

__________ (“Member”), individual consenting to the terms of this agreement. 

Chelsea Kaller, Inc. and Member may be referred to collectively as the “Parties.”

RECITALS 

DHDH is an online community for women providing 5 filmed workouts per week and a community of accountability for like-minded women searching to gain confidence, lose weight and get fit; 

Member seeks to join the DHDH online community and acknowledges and agrees to be bound by the terms and conditions listed below; 

The Parties agree as follows:

1. MEMBERSHIP

This agreement sets forth the terms and conditions between Member and DHDH that govern the Member’s access to the use of DHDH materials and services. By signing this agreement and by accessing or using any of the Membership materials and services, you agree to be bound and abide by this agreement, including the arbitration and limitation of liability provisions. Be sure to read this agreement carefully prior to utilizing any of the DHDH materials and services. 

2. MEMBERSHIP PROGRAM

The Membership Program specifically provided by DHDH is as follows:

-Five new at home workouts each week;

- Accountability via a community of women with common struggles and goals;

-Expert support and education from Chelsea Kaller. 

3. MEDICAL DISCLAIMER; RESULTS NOT GUARANTEED

DHDH recommends consulting with your physician prior to beginning any exercise program. Chelsea Kaller does not claim to be or act as a licensed medical care provider and represents that she cannot diagnose, examine, or treat medical conditions of any kind. The information provided in DHDH not intended to be a substitute for professional medical advice, diagnosis or treatment. 

Member acknowledges that each individual’s health, fitness, and nutrition success depends on her background, dedication, desire, and motivation. Therefore, individual results may vary. 

The testimonials, examples, and photos used are of actual clients and results they personally achieved. Each client has approved these testimonials, examples, and photos for use by DHDH to speak to their personal success as a DHDH Member. They are not intended to represent or guarantee that current or future clients will achieve the same or similar results. Rather, these client stories represent what is possible by following the DHDH program. 

4. REGISTRATION

Member will be asked to register to use the Membership Program, via the Kajabi platform. Member’s login information will be emailed from Kajabi. Member will also be asked to provide billing information, which will be held by DHDH’s payment platform, PayPal. DHDH does not access Member’s personal credit information at any time during the duration of Membership. 

5. USE

Member agrees not to use DHDH or its platforms for any unlawful purpose or any purpose prohibited under this clause. Member agrees not to undertake any action which may damage DHDH in any way. 

Member further agrees not to use DHDH or its platforms to:

1. a) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
2. b) To violate any intellectual property rights of DHDH or any third party;
3. c) To perpetrate any fraud; 
4. d) To publish or distribute any material that incites violence, hate, or discrimination towards any group; 
5. e) To unlawfully gather information about others. At times, members may be invited and encouraged to share personal and/or private information with the community (i.e. transformation photos). You agree to respect the privacy of the community and not to disclose this information to others without the member’s consent.  
6. MEMBERSHIP FEES

Member agrees to pay membership fees at the execution of this Agreement and as required thereafter. Member will pay such fees via PayPal, DHDH’s online payment system. The payment structures are as follows - 

Month to Month Term:

Membership shall renew on a month-to-month basis until cancelled by Member. A monthly payment of $47.00 will auto-debit using the payment information provided on the specified renewal date.

 

7. RELEASE

Member hereby releases DHDH from any claims, demands, damages, or other legal action which may arise from Member’s dispute with any other Member. 

8. TERM AND TERMINATION 

This Membership Agreement shall become effective once signed by all parties. This Membership Agreement shall continue until terminated by either Party. Should Member seek to cancel membership, notice must be provided to DHDH via Member’s Kajabi portal at least 24 hours prior to the Member’s following billing cycle. For questions regarding cancellation, please contact [email protected]. 

This Agreement may also be immediately terminated in the event that there is a breach of the terms of this Agreement by either Party. 

9. LIMITED LICENSE

Member acknowledges and agrees that DHDH’s name, services, and any logos, designs, texts, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by DHDH and its affiliates, licensors, and suppliers.

Member expressly agrees not to do anything inconsistent with Organization’s ownership of the intellectual property discussed herein. Member further agrees that there are no rights, title, or interest in to any DHDH content and services, except as stated in this Agreement. Member is not conveyed any right or license by implication, estoppel, or otherwise under any patent, trademark, copyright, or other proprietary rights of DHDH or any third party. 

DHDH grants Member a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to access and use the specific Membership Program, and any related software, content, equipment, or other materials FOR PERSONAL, NON-COMMERCIAL USE ONLY. Member agrees not to share access to the Membership Program with any third party. Member is prohibited from selling, reselling, or making commercial use of the Membership Program, unless Member has specifically executed an agreement with DHDH that expressly allows for such activity. Accessing the program does not give Members ownership of any intellectual property rights in the Membership Program. 

You acknowledge and agree that DHDH and any related resources or materials constitutes the sole and exclusive property of Chelsea Kaller, Inc. You agree not to reproduce, copy, duplicate, distribute, lend, sell, or otherwise transfer or disclose to any other individual or party, the materials, without the express prior written consent of Chelsea Kaller, Inc. In the event that you are licensed or otherwise authorized to use any Materials, you agree to name DHDH and Chelsea Kaller, Inc. as the source of your information. 

10. MEMBER CONSENTS

Member agrees and verifies that all of the information they have provided to DHDH and its representatives is accurate and current. Member agrees and verifies that if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold DHDH harmless against all liability for any damages that may occur to Member or others because of Member’s actions or inactions. Member agrees to notify DHDH of any changes or upcoming changes concerning their personal information. 

11. ASSUMPTION OF RISK OF INJURY

Member agrees and understands that their participation in the DHDH workouts is undertaken at Member’s sole risk and discretion. Member acknowledges the inherent risk of injury in the event Member does not adhere to safety instructions or protocol or acts negligently while engaging in DHDH workouts. Member agrees that should injury result from engaging in a DHDH workout, Member will not hold Chelsea Kaller or DHDH liable. With the knowledge and understanding of the risks involved, Member chooses, of her own will and volition, to continue participating in DHDH workouts. 

12. INDEMNIFICATION 

Member agrees to indemnify DHDH and hold it harmless against any and all legal claims, demands, actions, liabilities, losses, damages, judgements, settlements, costs, and expenses, including reasonable attorney’s fees, which may arise from or relate to Member’s use or misuse of the activities, Member’s breach of this agreement, or Member’s conduct or actions, including, but not limited to the following:

1. Member’s performance of, or failure to perform under the agreement;
2. Member’s breach of any representation, warranty, or obligation under the agreements;
3. Member’s improper use of program materials;
4. Member’s violation of any copyright, patent, trademark, trade secret, and/or other intellectual property rights. 
5. LIMITATION OF LIABILITY

In no event shall DHDH’s liability arising out of or related to this agreement, whether in contract, tort, or any other theory of liability, exceed the cost paid by you and received by Chelsea Kaller, Inc. at the time of the first instance giving rise to the liability. Notwithstanding and subject to the foregoing, in no event shall DHDH have liability to you for any indirect, incidental, punitive, consequential, or special damages of any kind or nature however caused, whether in contract, tort, or any other theory of liability. 

14. REPRESENTATION 

Member certifies and warrants that she is 18 years of age or older and mentally competent to enter into this Agreement.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between Member and DHDH with respect to any and all use of Membership Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the Parties’ relationship. The provisions of this may be waived, altered, amended or repealed, in whole or in part, only upon prior written consent of all parties. 

16. SURVIVAL 

Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive termination of this Agreement. 

17. SEVERABILITY

If any portion of this agreement is deemed illegal, void or unenforceable, then the remaining agreement shall remain in effect. 

18. DISPUTE RESOLUTION 

In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute in good faith. If this resolution attempt fails, the Parties shall submit the dispute to binding arbitration. Arbitration shall be conducted by a single arbitrator. The arbitrator shall be bound by applicable governing federal law as well as the law of Iowa. Each party shall pay their own costs and fees. Claims that may necessitate arbitration include but are not limited to contract claims, tort claims, claims based on federal, state, and local laws, ordinances, statutes, or regulations. Intellectual property claims by DHDH will not be subject to arbitration and may, as an exception, be subject to litigation. 

19. GOVERNING LAW 

This agreement shall be governed by and construed in accordance with the laws of Iowa. 

 

By registering for DHDH, Member acknowledges that she has read, understands, and fully agrees to the terms of this Agreement.