DELICIOUS DEFICIT

Delicious Deficit & Calorie Counting Academy TERMS AND CONDITIONS OF USE & PRIVACY POLICY

Please read these Terms and Conditions of Use (“TOU”) carefully. You must agree to these TOU and the Delicious Deficit (“DD”) before you are permitted to use any Delicious Deficit digital or downloadable resources, online course, one-on-one or group coaching, class, Calorie Counting Academy, workshop, or training, participate in any Delicious Deficit challenges, events or camps, or enter any online private forums, such as Slack or Facebook groups, operated by Delicious Deficit (for any purpose), whether on a website hosted by Delicious Deficit, including Delicious Deficit Calorie Counting Calorie Counting Academy, or a third-party website such as an online course platform or facebook.com, whether now known or unknown (collectively “the Company”).

If you do not agree with these TOU, you may not use the Calorie Counting Academy.

As used in these TOU, the term “Releasees” is defined to include the following: (i) Delicious Deficit , its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, representatives, successors and assigns (collectively “the Company”); (ii) any Company volunteers; and (iii) Jody Chandler; and (iv) Cullen Kernan.

1. Calorie Counting Academy and Participants

As part of the Calorie Counting Academy, you will receive the services outlined on the web page where you register.

If you have any questions about whether or not the Calorie Counting Academy is for you, please email support@DeliciousDeficit.com.

If you wish to participate in another session of the Calorie Counting Academy in the future or purchase any other products, Calorie Counting Academy’s or services from the Company, all terms of these TOU will continue to apply unless superseded by another agreement in writing.

This Calorie Counting Academy is intended and only suitable for individuals aged eighteen (18) and above. Some of the content in this Calorie Counting Academy may not be appropriate for children. Children under the age of eighteen (18) are not permitted to use the Calorie Counting Academy. Company hereby disclaims all liability for use by individuals under the age of eighteen (18).

2. Payment

You agree to the fees and payment schedule selected at checkout.

Upon registering for this Calorie Counting Academy, your joining fee will be due immediately. If paying by debit card or credit card, you give the Company permission to automatically charge your credit or debit card for all fees and charges due and payable to the Company, without any additional authorization. You also agree that the Company is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

If payment is not received when due, the Company reserves the right to terminate your access to the Calorie Counting Academy and all Content, as defined below in paragraph 4, immediately and permanently. The Company will provide notice of the failed or missing payment to the e-mail address you provide at registration.

If you fail to make any payment in a timely manner or voluntarily withdraw from the Calorie Counting Academy at any time or for any reason, you will remain fully responsible for the full cost of the Calorie Counting Academy and all payments in any payment plan you have chosen. The Company reserves the right to charge a late fee on all balances more than thirty (30) days overdue. You agree to reimburse the Company for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

3. Refunds

Your satisfaction with the Calorie Counting Academy is important to the Company. However, because of the extensive time, effort, preparation and care that goes into creating and providing the Calorie Counting Academy, the Company has a no refund policy. Unless otherwise provided by law, you acknowledge that the Company does not offer refunds for any portion of your payment for any portion of the Calorie Counting Academy and no refunds will be provided to you at any time. By using and/or purchasing the Calorie Counting Academy, you understand and agree that all sales are final, and no refunds will be provided.

Company reserves the right, in its sole discretion, to determine how to discipline a participant who violates these TOU. Therefore, if a participant disagrees with how the Company disciplines another participant and requests a refund, the Company will deny such request.

Furthermore, if a participant violates these TOU, the Company reserves the right, in its sole discretion, to offer the participant another opportunity to abide by these TOU. If a participant disagrees with the Company offering another participant a second opportunity to follow these TOU, no grounds for a participant to receive a refund would be created, and any request for a refund on this basis shall be denied.

If, in the Company’s sole right and discretion, you persist with behaviors or actions that violate these TOU, the Company may terminate your access and participation in the Calorie Counting Academy without notice and without refund.

Since the Company has a clear and explicit refund policy in these TOU that you have agreed to prior to completing the purchase of the Calorie Counting Academy, the Company does not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or the Company receives a chargeback threat during or after your purchase, the Company reserves the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

4. Intellectual Property Rights

a. Ownership of the Content

The words, videos, voice and sound recordings, training materials, design, layout, graphics, photos, images, information, materials, documents, data, databases and all other information and intellectual property accessible on or through the Company website, any third-party website the Company may use to distribute or host the Calorie Counting Academy, and contained in e-mails sent to you by the Company, as well as the look and feel of all of the foregoing (“the Content”) is property of the Company and/or the Company’s affiliates or licensors, unless otherwise noted, and it is protected by copyright, trademark, and other intellectual property laws.

b. The Company’s Limited License to You

If you view, purchase or access any Calorie Counting Academy or any of the Content, you will be considered the Company’s Licensee. For the avoidance of doubt, you are granted a revocable, non-transferable license for personal, non-commercial use only, limited to you only.

This means you may view, download, print, email and use individual pages of the Calorie Counting Academy and Content for your own personal, non-business purposes only.

You may not republish, reproduce, duplicate, copy, sell, display, disclose, distribute to friends, family, or any other third party, or otherwise use any material from the Calorie Counting Academy or Content for commercial purposes or in any way that earns you or any third-party money. By downloading, printing, or otherwise using the Calorie Counting Academy or Content for personal use you in no way assume any ownership rights of the Content – it is still Company property. Any reproduction or unauthorized use of any materials found in the Calorie Counting Academy or Content shall constitute infringement.

You must receive the Company’s written permission before using any of the Calorie Counting Academy or Content for your own commercial use or before sharing with others.

The trademarks and logos displayed on the Calorie Counting Academy or Content are trademarks belonging to the Company, unless otherwise indicated. Any use including framing, metatags or other text utilizing these trademarks, or other trademarks displayed, is strictly prohibited without the Company’s written permission.

All rights not expressly granted in these TOU or any express written license, are reserved by the Company.

c. Unauthorized Use

Your use of any materials found in the Calorie Counting Academy or Content other than that expressly authorized in this TOU or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages in the amount of four hundred and fifty thousand dollars ($450,000.00) in the event of your Unauthorized Use, in addition to all legal, monetary and equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge, which is intended to reasonably compensate the Company for the Unauthorized Use.

You agree that any violation or threatened violation of the Intellectual Property Rights terms in these TOU would cause irreparable injury to the Company that may not be adequately compensated by damages, entitling the Company to obtain injunctive relief, without bond, in addition to all legal remedies.

d. Your License to the Company; Use in Testimonials and Marketing.

By posting or submitting any material during the Calorie Counting Academy such as comments, posts, photos, designs, graphics, images or videos or other contributions, you are representing to the Company that you are the owner of all such materials, and you are at least eighteen (18) years old. You are also granting the Company, and anyone authorized by the Company, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display your contributions, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and granting the Company the right to make it part of the Company’s current or future Calorie Counting Academy and Content. This right includes granting the Company proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by the Company to you.

You also consent to photographs, videos, and/or audio recordings, including teleconference calls, webinars, or other communications, that may be made by the Company during the Calorie Counting Academy that may contain you, your voice and/or your likeness. In the Company’s sole discretion, the Company reserves the right to use these photographs, videos, and or/audio recordings and/or any other materials submitted by you to the Company or created by the Company in connection with your participation in any Calorie Counting Academy, without compensation to you at any time, now or at any time in the future.

You also grant the Company, and anyone authorized by the Company, the right to use your likeness and identify you as the author and individual depicted in any comments, posts, photos, images, videos or other contributions created by you or the Company, or by name, email address, or screen name, for any purposes, including commercial purposes and advertising. You acknowledge that the Company has the right but not the obligation to use any contributions from you and that the Company may elect to cease the use of any such contributions in the Calorie Counting Academy or in the Content at any time for any reason.

This means you give the Company permission to use anything you submit or post in the Calorie Counting Academy or any third-party forum or website operated by the Company, or anything captured by the Company during your participation in the Calorie Counting Academy, including images in which your face is visible and recognizable.

e. Request for Permission to Use the Content

If you wish to use any of the Content, or any other intellectual property or property belonging to the Company, you should request permission in writing BEFORE you use the Content by completing the “Contact Us” form on Delicious Deficit .com & , or by sending an e-mail to support@DeliciousDeficit.com.

If you are granted permission by the Company, you agree to use the specific Content that the Company allows and only in the ways for which the Company has given you its written permission. If you choose to use the Content in ways that the Company does not specifically give you written permission, you agree now that you will be treated as if you had copied, duplicated and/or stolen such Content from the Company, and you consent to immediately stop using such Content and to take whatever actions as the Company may request and by the methods and in the time frame that the Company prescribes to protect its intellectual property and ownership rights in the Calorie Counting Academy and Content.

5. Coach-Client Relationship

The coaching relationship is co-creative, meaning that the coaches and you are equal partners in the coaching session. Coaching is designed to help you change the way you think, which will affect your feelings, which will affect your actions, which will ultimately affect your results. Coaches cannot, and do not, guarantee particular results.

a. Your Coaches’ Responsibilities

• Your coaches are trained to use communication skills and coaching tools to support you as an equal partner throughout the coaching process.

• Your coaches will provide individual guidance based on information provided to the coaches.

• Your coaches will answer questions through whatever forum Calorie Counting Academy provides, such as via the Company’s website, a social media forum, live event, private message or live coaching call.

• During your coaching experience, your coaches will provide a supportive and encouraging environment--one in which you can relax and explore your potential.

• Your coaches will not be acting in any capacity as a medical doctor at any time.

b. Your Responsibilities

• You agree to complete all tasks assigned during the Calorie Counting Academy, including but not limited to watching or listening to videos, completing worksheets and attending coaching sessions.

• You understand that coaching works when you do the work and you agree to take ownership for your progress and accomplishments.

• You agree to show up for yourself not only during your coaching sessions, but also in between coaching sessions (this is where you apply what you learn).

• You agree that you are completely responsible for your wellbeing and your mental & physical health care – during, after, and between sessions.

• You agree that you are the expert in your own life and are fully responsible for any choices and decisions you make during the coaching process and in applying what you have learned in the Calorie Counting Academy to your own life.

• You acknowledge that you are under the care of a physician and healthy enough to engage in coaching.

• You agree that your relationship with the Company is that of a coach-client relationship and that no doctor-patient relationship has been established.

• You agree that the coaching is not to be used as a substitute for professional advice of any kind, including medical, mental or other qualified professional help and you agree to seek professional guidance for such matters, should they arise, independent of the coaching relationship.

6. Your Conduct

The Calorie Counting Academy is a “pitch free zone.” You agree you will not pitch, promote, market, or sell any other products, groups, Calorie Counting Academy’s, or events to Calorie Counting Academy participants on any Company website or third-party forums operated by the Company, whether or not officially sanctioned, owned, or operated by the Company. This means you agree not to form, or ask Calorie Counting Academy participants to join, “shadow” groups on social media or any other platform, or in-person meetups, based on interests or locality. You agree you will not invite Calorie Counting Academy participants to take part in events, such as a meetup, race, seminar, or athletic competition, without first receiving approval from the Company. You agree not to market, promote, or sell products or services such as essential oils, exercise DVDs, nutritional supplements, coaching services, or other products or services to Calorie Counting Academy participants, unless you are authorized or requested to do so by the Company.

Please choose carefully the materials that you upload to, submit to, or embed on any website operated by the Company and any third-party forums operated by the Company. Any material you post on the Company’s websites or in any third-party forums operated by the Company may become public.

You are responsible for your material and for any liability that may result from the material you post. You participate, comment, and post material at your own risk. Any communication by you on the Company’s websites and any third-party forums operated by the Company, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory or obscene or otherwise in violation of any law or the rights of others. You agree to post comments or other material only one time.

The Company expects its participants to be kind and respectful to other participants at all times. You are strictly forbidden from the following:

• Harassing, fighting with, or being disrespectful to other participants

• Engaging or initiating conversations in any group sessions, on any Company websites or third-party forums operated by the Company that relate to religion, politics, or otherwise providing opinions on current events

• Causing damage to any Company website or third-party forums operated by the Company

• Using any Company website or third-party forums operated by the Company for any unlawful, illegal, fraudulent or harmful purpose or activity

• Using any Company website or third-party forums operated by the Company to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software

• Using any Company website or third-party forums operated by the Company to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes

• Systematically or automatically collecting data from any Company website or third-party forums operated by the Company

• Using any Company website or private membership forum or third-party forums operated by Company, to take pictures and/or screenshots of comments, posts, pictures, materials or any other content posted and/or shared by Company and/ or participants without receiving their advance permission

• Sharing any private and proprietary information, screen shots, comments, posts, pictures, materials or any other content posted and/or shared from other participants, with the public or with anyone who is not a participant on or in any Company website, private membership or third-party forums operated by Company.

If, in the Company’s sole discretion, your conduct violates these TOU in any way, you agree that the Company may immediately and permanently terminate your participation in the Calorie Counting Academy and your access to the Content without refund.

The Company, in its discretion, may delete or modify, in whole or part, any post, comment or submission to the Company’s and any third-party forums operated by the Company. The Company does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. The Company neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on the Company website or any third-party forums operated by the Company. The Company shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on the Company website and any third-party forums operated by the Company.

7. Community Guidelines

The Company has created a community that is a safe and judgment-free space for connection, conversation, learning, and growth. Within Company’s community is the baseline expectation that all participants will treat one another with respect while bringing encouragement and consideration to all participants.

The Company’s community guidelines are as follows:

a. The Company encourages all participants to connect with one another. The Company does not tolerate nor support any participant’s discriminatory speech, hate speech, comments, or actions against another participant based on their sex, gender, age, ethnicity, race, socio-economic status, disability, or other labels.

b. The Company does its best to create a safe and welcoming space for all participants, however, Company cannot guarantee that all participants will follow these guidelines. Company, in its sole discretion, may remove any participant’s comments, posts, content or materials, however, Company does not have a duty to review all comments, posts, content and material shared within the Calorie Counting Academy. Therefore, Company shall not be held liable for any participant’s comments, actions, posts, content or materials that result in another participant’s trauma or discomfort.

The Company has created a safe space for all participants to feel seen, respected and heard. Company encourages participants to engage in respectful dialogue with one another. The Company does not support nor tolerate any disrespectful actions or comments, which include, but are not limited to hate speech, discriminatory comments, physical, or mental or emotional abuse. Therefore, each participant must demonstrate respect towards one another.

c. Participants should support each other with words of encouragement, resources or suggestions, while respecting each participant’s boundaries.

d. The Company reserves the right to offer additional Calorie Counting Academy elements from time to time, for any subgroup of participants. These additional Calorie Counting Academy elements are a bonus, not a part of the services included in the base membership of the Calorie Counting Academy. The selection of the participants who may participate in any additional Calorie Counting Academy elements is at the sole discretion of the Company.

The Company may also post separate rules regarding your behavior in any online community or forum, whether hosted on the Company’s website or a third-party website, which may be updated from time to time. You agree that you are bound by those rules and they are expressly incorporated into these TOU.

8. Confidentiality

Company is not legally bound to keep your information confidential. You acknowledge that your communications with the Company are not covered by any privilege.

You may use a screen name or pseudonym instead of your actual name for your participation in the Calorie Counting Academy and public posts on the Company website and in third-party forums operated by the Company.

You agree that the Company shall not be liable for the disclosure of any of your information by another Calorie Counting Academy participant. You agree to keep all information you learn about other Calorie Counting Academy participants, their businesses (including their intellectual property), or clients (as applicable), strictly confidential except in very rare circumstances where disclosure is required by law.

The Company may record coaching calls and share them in the Calorie Counting Academy, on the Company’s website, on third-party forums operated by the Company or as otherwise determined by the Company in its sole discretion.

You agree you will not share any recorded coaching calls or third-party forum postings outside the private member areas of the Company’s website, or any third-party forums operated by the Company. If the Company discovers you have done so, this will be grounds for immediate termination of your access to the Calorie Counting Academy and Content.

9. Username and Password

To access certain features of the Calorie Counting Academy, including any private membership areas, you may need a username and password. It is your responsibility to inform the Company before the Calorie Counting Academy start date if you do not receive an email containing your password to access the Calorie Counting Academy. You agree to keep your username and password confidential. During the registration process for any service or product, you agree to provide true, accurate, current and complete information about yourself. If the Company has reasonable grounds to suspect that you have provided false information, shared your username and password with anyone else, or forwarded any non-public material from the Calorie Counting Academy to any other person, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Calorie Counting Academy or any Content, in whole or part, without refund. Any personally identifiable information you provide as part of the registration process is governed by the terms of the Company’s website Privacy Policy.

10. Termination or Cancellation

The Company reserves the right in its sole discretion to refuse or terminate your access to the Calorie Counting Academy and Content, in full or in part, at any time without notice. The Company may terminate your participation in the Calorie Counting Academy at any time, without refund, if you breach any part of these TOU. The restrictions imposed on you in these TOU with respect to the Calorie Counting Academy and its Content will still apply now and in the future, even after termination by you or the Company.

In the event of cancellation or termination, your access to the Calorie Counting Academy, any materials and Content, including the private Facebook groups, member podcasts and private coaching, will be immediately terminated by the Company.

11. Personal Responsibility, Assumption of Risk, Release, Disclaimers

• You are voluntarily participating in the Calorie Counting Academy and assume all risk of injury, illness, damage, or loss to you or your property that might result, whether arising out of the negligence of Releasees or otherwise.

• You understand that physical activity and exercise are inherently risky and dangerous activities. Inherent risks are risks that cannot be eliminated completely regardless of the care and precautions taken by Releasees. You are fully aware of the risks and hazards inherent in participating in Calorie Counting Academy and voluntarily, knowingly and freely assume all risks associated with participating in the Calorie Counting Academy, including, but not limited to, bruising, muscle strains, joint sprains, falls, injuries, illnesses, infections, paralysis and even death. This includes injury or damage sustained while and/or resulting from using any premises or facility, or using any equipment (whether owned, operated, or provided to you by Releasees or otherwise), including injuries or damages arising out of the negligence of Releasees, whether active or passive, or any of Releasees’ affiliates, employees, coaches, agents, representatives, successors, and assigns.

• Your participation in the Calorie Counting Academy does not establish a business advisor-client relationship of any kind between you, the Company, or anyone providing membership services on behalf of the Company.

• You represent and warrant to Releasees that you are able to safely participate in the Calorie Counting Academy and have no medical condition that would make your participation in the Calorie Counting Academy more hazardous. You acknowledge that you have had a physical examination and have been given a physician’s permission to participate, or that you have decided to participate in the Calorie Counting Academy without the approval of a physician.

• Your participation in the Calorie Counting Academy does not establish a doctor-patient relationship of any kind between you, the Company, or anyone providing services on behalf of the Company.

• The Calorie Counting Academy and Content provide information and education only, and do not provide any financial, legal, medical or psychological services or advice. None of the Calorie Counting Academy or Content prevents, cures or treats any mental or medical condition. The Calorie Counting Academy and Content is not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, financial advisor, or medical professional. You are responsible for your own financial, legal, physical, mental and emotional well-being, decisions, choices, actions and results. You should consult with a professional if you have specific questions about your own unique situation. The Company disclaims any liability for your reliance on any opinions or advice contained in the Calorie Counting Academy. If you have thoughts about harming others or yourself, you should NOT participate in the Calorie Counting Academy. Instead, you should immediately call 911 and seek appropriate professional help. If the Company is informed of your intention to harm yourself or others, the Company reserves the right to contact the proper authorities and release whatever information the Company possesses to protect the individual(s) at risk.

• You agree that you will not use coaching as a way of diagnosing or treating mental disorders as defined by the American Psychiatric Association. If you are in therapy or under the care of a mental health professional, you will notify and consult with the mental health care provider regarding your decision whether to work with a coach.

• You acknowledge that, by engaging with the Company for the Calorie Counting Academy, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property, and release, covenant not to sue, and hold Releasees harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in the Calorie Counting Academy, whether or not caused by the active or passive negligence of the Releasees. This release is not intended as an attempted release of claims of gross negligence or intentional acts by Releasees.In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to the Company for the Calorie Counting Academy.

• Earnings and Results Disclaimer: You agree that Company has not made and does not make any representations about the earnings or results you may receive as a result of your participation in the Calorie Counting Academy. The Company cannot and does not guarantee that you will achieve any particular result or earnings from your use of the Calorie Counting Academy, and you understand that results and earnings differ for each individual.

• Any links to third-party products, services, or sites are subject to separate terms and conditions. The Company is not responsible for or liable for any content on or actions taken by such third-party company or website. Although the Company may recommend third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.

• The Company is not responsible or liable for participants of the Calorie Counting Academy infringing on another other participant’s intellectual property, content or materials.

• The Company tries to ensure that the availability and delivery of the Calorie Counting Academy and Content is uninterrupted and error-free. However, the Company cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, the Company will try to limit the frequency and duration of suspension or restriction.

• THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE CALORIE COUNTING ACADEMY AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE CALORIE COUNTING ACADEMY OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COMPANY’S WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

• THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CALORIE COUNTING ACADEMY, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE Calorie Counting Academy.

12. Security

You acknowledge that there is an inherent risk in all forms of electronic communication, and communications between you and the Company may be unlawfully intercepted by third parties not under the Company’s control. The Company does not guarantee the security of any information transmitted via the Internet, telephone, video conference, or other electronic media. Any efforts you undertake to communicate with Company are done at your own risk.

15. Legal Disputes

These TOU shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to its conflict of laws principles. The state and federal court nearest to Phoenix, Arizona shall have exclusive jurisdiction over any case or controversy arising from or relating to the Calorie Counting Academy or Content, including but not limited to the Company’s Privacy Policy or these TOU. By using the Calorie Counting Academy or Content, you hereby submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens. The prevailing party in any dispute between the parties arising out of or related to these TOU, whether resolved by negotiation, mediation, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party.

16. Users Outside United States

The Company controls and operates the Calorie Counting Academy from offices in the United States. The Company does not represent that materials on the Calorie Counting Academy are appropriate or available for use in other locations. People who choose to access the Calorie Counting Academy from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

17. Indemnification

You agree to defend, indemnify, release, and hold harmless the Company and any directors, officers, agents, contractors, partners, assigns, successors-in-interest and its and their employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or in connection with: (i) your use of the Calorie Counting Academy or Content in violation of these TOU, (ii) any breach by you of these TOU or any representation and warranty made by you herein, (iii) any comment, post, or material you submit to the Company’s websites or any third-party forum or website operated by the Company, (iv) your use of materials or features available on the Calorie Counting Academy or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by the Company) or (v) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.

18. Force Majeure

The Company shall not be deemed in breach of this TOU if the Company is unable to complete or provide all of the Calorie Counting Academy or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity of the Company or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Company’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Company shall give notice to Client of its inability to perform or of delay in completing or providing the Calorie Counting Academy and shall propose revisions to the schedule for completion of the Calorie Counting Academy or other accommodations or may terminate this TOU.

19. General Provisions.

You expressly agree that these TOU are intended to be as broad and inclusive as permitted by the laws of the State of Arizona, and that if any provision of this TOU is held invalid or unenforceable, the remainder of this TOU will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.

This is the entire agreement of the parties and reflects a complete understanding of the parties with respect to the subject matter. This TOU supersedes all prior written and oral representations.

The Company may change, modify or update these TOU at any time without notice. Any access or use of the Calorie Counting Academy or Content by you after the Company posts such changes shall constitute consent of such modifications. If you have any questions or concerns about these TOU, contact support@Delicious Deficit .com.

By clicking on the box when signing up at www.DeliciousDeficitcom, you are providing the electronic equivalent of your signature and assert that you have read, understood and agreed to this entire document.

Updated on Apr 10, 2022

Privacy Policy

Your privacy is important to Delicious Deficit . Please read this privacy notice carefully as it contains important information on who we are, how and why we collect, store, use, and share personal information, your rights in relation to your personal information and on how to contact us and supervisory authorities in the event you have a complaint.

By using our websites at academy.deliciousdeficit.com, deliciousdeficit.com or any other domain operated by Delicious Deficit you signify your consent to the terms of our Privacy Policy. If you do not agree with any terms of this Privacy Policy, please do not use this site or submit any personal information to us.

• Who We Are Delicious Deficit and operating at DeliciousDeficit.com and other related domains, collects, uses and is responsible for certain personal information about you.

• Children’s Online Privacy Protection Act This website and any products and services offered herein are not intended for persons under the age of 13. Company does not knowingly collect information from anyone under 13 years of age. Company prohibits children under the age of 13 from using all interactive portions of this website, including leaving any comments, filling out forms, or otherwise submitting information. Company will not knowingly collect personally identifiable information from children under 13. If Company learns it has any information or content from anyone under the age of 13, it will delete that information.

• The Personal Information We Collect and Usea. Information Collected by Us Company may collect, use, and is responsible for certain personal information that you provide when you voluntarily sign up for e-mails, free trainings or resources, register for a class or presentation, leave comments, order a service or product, fill out any type of form, access private membership pages, or otherwise contact Company via an online form or e-mail. The information collected may include your name, e-mail, address, phone number, billing information, questions you may submit to our coaches, and any other information you submit to the Company’s websites. You are not required to provide any personally identifiable information to merely access or visit public areas of the websites. Company may collect domain information, your numerical IP address, the type of browser you use, which pages you view, and the files you request. We may also use “cookies” (small files saved on your hard drive by your web browser) to analyze website and advertisement performance, track user patterns, save information from your previous visits and customize your experience.

• If your browser sends a "Do Not Track" signal, only a generic cookie will be placed on your device while the website is accessed.

• We will ask for your consent to allow us to use cookies. Company or its third-party vendors may collect nonpersonal information through the use of these technologies. Nonpersonal information might include your IP address, the browser you use, the type of computer you use and technical information about your means of connection to this website such as the operating systems and the Internet service providers utilized and other similar information. Company’s systems may also automatically gather information about the areas you visit and search terms you use on this website and about the links you may select from within this website to other areas of the Internet.

• If you are located in the European Economic Area (“EEA”), we are regulated under the General Data Protection Regulation which applies across the European Union and we are responsible as controller of that personal information for the purposes of those laws.

• If you are located in the United Kingdom (“UK”), we are regulated under UK data regulations known as “UK GDPR.”b. Information Collected from Other Sources We also collect survey data which may include your name, email, phone number, or mailing address from other sources, such as Zapier, Ontraport, TypeForm, and AirTable through forms on our site.c. How we use your personal informationCompany collects such information in order to send e-mails, fulfill orders, deliver services and products, complete customer transactions, oversee contests and promotions, target online advertising, and improve website performance and customer service.d. Who We Share Your Personal Information WithCompany respects your privacy and will never sell, trade or transfer your personally identifiable information to third parties (beyond what is necessary for fulfilling a customer transaction, for the basic functionality of an online service, or for targeted online advertising) without your consent.We do, however, share your name and delivery address details with Disk and A&M, e.g., our third-party suppliers, credit card processors or shipping companies, as well as Facebook for advertising purposes.This data sharing enables them to deliver the goods you ordered directly to you and for us to share information about our services with more people who are likely to benefit from them. Those third-party recipients are based outside the European Economic Area or the UK, other than last-mile shippers for international shipments. For further information including on how we safeguard your personal data when this occurs, see Transfer of your information out of the EEA, UK below.Company may release personal information to enforce its Website Terms and Conditions of Use, other Terms and Conditions, manage its business, protect users or the general public, or to otherwise comply with legal obligations.If you give Company your permission, it may also use personal identification information for internal or external marketing and promotional purposes.On occasion, Company may collect personal identification information from you in connection with optional contests, special offers or promotions. Company will share such information with necessary third parties for the purpose of carrying out the contest, special offer or promotion. We will ask for your consent to such disclosure and use of such information, prior to your participation in the contest, special offer or promotion.We reserve the right to transfer personal information in the event that we merge with or are acquired by a third party. We also may disclose your personal information for any other purpose permitted by law or to which you consent.We will not share your personal information with any other third party.e. Whether Information Has to Be Provided by You and WhyThe provision of your name, phone number, e-mail, address, and/or billing information is required from you to enable us to join our Calorie Counting Academy or sign up for free trainings and other resources.We do not require you to provide any personal data in order to access the public areas of our websites. We will inform you when we collect it whether you are required to provide the information to us.f. How Long Your Personal Information Will Be KeptWe will hold all non-customer personal data until you let us know you would like for us to delete it or unsubscribe from our marketing contacts, which you are free to do at any time. We will hold all customer personal data in our files for six years.g. Reasons We Can Collect and Use Your Personal InformationCompany collects and uses your personal information to send e-mails, fulfill orders, deliver services and products, complete customer transactions, oversee contests and promotions, target online advertising and improve website performance and customer service.

• Use and Transfer of Your Information Out of the EEA, UK This website is operated in the United States and third parties with whom we might share your personal information as explained above are also located in the United States, other than last-mile shippers for international shipments. If you are located in the EEA, the UK, or elsewhere outside of the United States, please be aware that any information you provide will be transferred to the United States. By using this website, participating in any of its services and/or providing your information, you consent to this transfer. These countries do not have the same data protection laws as the EEA or UK. While the European Commission has not given a formal decision that the United States provides an adequate level of data protection similar to those which apply in the EEA, any transfer of your personal information will be subject to the derogation in Article 49 permitting non-repetitive transfers that concern only a limited number of data subjects, as permitted by Article 49 of the General Data Protection Regulation that is designed to help safeguard your privacy rights and give you remedies in the unlikely event of a misuse of your personal information. If you would like further information, see “How to contact us” below. We will not otherwise transfer your personal data outside of the EEA or UK, or to any organization (or subordinate bodies) governed by public international law or which is set up under any agreement between two or more countries.

• Your Rights If you want to unsubscribe from receiving e-mails from Company, you may do so at any time. Each e-mail from Company includes instructions for unsubscribing from these e-mail communications. If you are covered by the General Data Protection Regulation, or other relevant privacy regulations, you have a number of important rights free of charge. In summary, those include rights to:• Fair processing of information and transparency over how we use your use personal information• Access to your personal information and to certain other supplementary information that this Privacy Notice is already designed to address• Require us to correct any mistakes in your information which we hold• Require the erasure of personal information concerning you in certain situations• Receive the personal information concerning you which you have provided to us, in a structured, commonly used and machine-readable format and have the right to transmit those data to a third party in certain situations• Object at any time to processing of personal information concerning you for direct marketing• Object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you• Object in certain other situations to our continued processing of your personal information• Otherwise restrict our processing of your personal information in certain circumstances You may also have the right to claim compensation for damages caused by our breach of any data protection laws. For further information on each of those rights, including the circumstances in which they apply, visit www.gdpr.eu; https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/; or https://www.priv.gc.ca/en.If you would like to exercise any of those rights, please:• Email, call, or write to us• Provide us enough information to identify you (e.g., first and last name, email, address)• Provide us proof of your identity and address (a copy of your driver’s license or passport and a recent utility or credit card bill)• Provide us with the information to which your request relates

• Keeping Your Personal Information Secure We have appropriate security measures in place to prevent personal information from being accidentally lost, used or accessed in an unauthorized way. We limit access to your personal information to those who have a genuine business need to know it. Those processing your information will do so only in an authorized manner and may be subject to a duty of confidentiality. We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable authorities of a suspected data security breach where we are legally required to do so.It is important to understand that no security measures are absolute. We cannot guarantee the safety of any information you provide to us. Please note that any comments or information that you post on the websites, including the Company membership site and social media pages or groups, become public and third parties may use your information. Company is not responsible for any unauthorized uses by third parties in such context. You disclose such information at your own risk.

• Links to Other Sites You may see advertising or other content on this website that links to the sites and services of our partners, suppliers, advertisers, sponsors, licensors or other third parties. Any products or services reached through a third-party link are subject to separate privacy policies. Company is not responsible for or liable for any content on or actions taken by such third-party websites.

• How to Complain We hope that we can resolve any question or concern you raise about our use of your information. If you are covered by the General Data Protection Regulation or UK GDPR, you may lodge a complaint with a supervisory authority, in particular in the UK or European Union (or European Economic Area) state where you work, normally live, or where any alleged infringement of data protection laws occurred.

• Changes to This Privacy Notice We may change, modify or update this Privacy Policy at any time and will notify you of any fundamental changes by email or postal mail. Otherwise, we will reflect any such modifications to this Privacy Policy on our website. We suggest that you periodically consult this Privacy Policy. Your continued use of our website after any such changes constitutes your acceptance of this Privacy Policy, as revised.

• How to Contact UsIf you have any questions or concerns about this Privacy Policy, the information we hold about you, or you wish to change your personal information in our records, please contact us at Delicious Deficit 1439 S. Val Vista Dr. #146 Mesa, AZ 85204 support@DeliciousDeficit.com

• Do You Need Extra Help? If you would like this notice in another format (for example: audio, large print, braille) please contact us (see “How to contact us” above).

Policy Last Updated and Effective Date: Apr 10, 2022