Customer Agreement

EXHIBIT 1

MEAL PODS PROGRAM AGREEMENT

RECITALS

R-1. YWP offers customized meal prep support with a connected community of like-minded households (“Meal Pods”).

R-2. Client wishes to participate in YWP’s Meal Pods program (“Program”) under the terms set forth in this Agreement and the Terms and Conditions. Client understands that the YWP makes no guarantees as to Client’s results as Client’s progress, participation in and results from the program depend on Client’s actions and forces outside the YWP’s control.

The parties agree:

I. OFFER TO CONTRACT. This Agreement and the Terms and Conditions is an offer to contract with YWP. By signing this Agreement, Client irrevocably agrees that if YWP approves your application to participate in the Program by counter-signing this Agreement then the Agreement and related Exhibits, attached as Exhibits 1 – 3, is a contract between you and YWP and applies to your participation in the Program.

II. TERM. The Program starts on _____________ for a period of 1 month/ 3 months/ or 6 months (the “Initial Term”). After the Initial Term this Agreement renews at the end of each Term for the same duration as the Initial Term subject to YWP’s approval (the “Renewals”) until cancelled as set forth in this Agreement (collectively the Initial Term and the Renewal(s) are referred to as the “Program Term”).

III. NON-CANCELABLE COMMITMENT. During the Initial Period and after the Termination Period passes for each Renewal Client’s program is a non-cancelable commitment for the Program Term, as extended and modified, and any attempt to cancel the Agreement after services have commenced will be deemed a default. As meal planning and preparation are time-sensitive and YWP cannot regain the time spent, no refunds are given for the Program. If Client does not cooperate and timely provide the information or decisions needed for YWP to perform, YWP is entitled to the full Program Fee for the Initial Term or Renewal, as the case may be, even if Client’s refusals have prevented YWP from performing.

IV. PROGRAM AND PAYMENT TERMS.

A. Program. Client selected the 1, 3 or 6 month Program as set forth on Exhibit 1, attached hereto and incorporated by reference herein (or as specified on https://yourwildpantry.com/plans/ page on website listing the options). Client acknowledges that YWP does not cook the food, but instead provides the meal plan, shopping list and conducts monthly Zoom or other web-based meal preparation instruction as part of the Program.

B. Program Fee.

1. Initial Fee. The Program cost for the Initial Term is $147 for a one-month subscription; $397 for a three-month subscription, or $747 for a six-month subscription (“Initial Fee”). Payment is due in full upon execution of this Agreement.

2. Renewal Fee. The Client will pay a renewal fee based on the duration of the Renewal for each additional time period as set forth in the Program (the “Renewal Fee”) if the Client wishes to continue with meal preparation services after the Initial Term. Unless the Client advises YWP that Client wishes to increase or decrease the duration of any Program renewal (ex. Change from a one month plan to a 6 month plan) at least 10 days before the expiration of the present term, the Renewal Fee and Renewal Period will be the same, subject to change as set forth in VI (B)(3), below, as the Initial Fee and Initial Term.

3. Modification of Fees. YWP may increase or decrease the Renewal Fee at any time if Client requests a change in Services or at any renewal date by providing 10 days’ advanced written notice, email being sufficient, of the new Renewal Fee. If Client does not cancel Services a set forth in Section III upon receipt of the altered Renewal Fee then the Client will be deemed to have accepted the modified Renewal Fee.

4. Fees Due in Full. The entire Program Fee for the Initial Term is due upon acceptance into Program, and the fee for any Renewal is due on the first day of the month for every Renewal thereafter. While YWP may enter into a payment plan for the Client to make periodic payments, Client is irrevocably liable for the full Program Fee, as amended or increased from time-to-time.

5. Cost of Groceries. The Initial Fee and the Renewal Fees do not include the cost of the food. YWP will develop a list of groceries based on the menus selected. Client is responsible for the cost of any groceries or other consumables (“Groceries”). YWP will not shop for the Groceries. Obtaining the Groceries remains the Client’s obligations.

C. Payment.

1. Non-refundable. Because the services and coaching are time-sensitive and we cannot regain our time spent together or in providing Services to you, all payments are non-refundable and the Initial Fee is due when upon Client’s execution of this Agreement and must be paid in full if YWP accepts the agreement. Additionally, all fees for each Renewal are due on the first day of the Renewal and must be paid in full.

2. Payment.

A. Payment in full is due upon entry into the Program. Client will not receive any services or meal plans or be allowed to participate on the meal preparation sessions until payment in full has been made.

B. Payment Authorization. This Agreement is not an installment contract. By signing this Agreement, Client authorizes YWP to charge Client’s credit or debit card, or cash Client’s check, as payment for the Program. If YWP accepts Client into the Program, Client will pay the Initial Fee and each Renewal fee in full for Client’s access to, and opportunity to participate in the Program. No refunds will be issued

C. Declined Payments. Should payment processing be unsuccessful on the first attempt, YWP will process the scheduled payment each day for the subsequent 3 days. Any payment declines not resolved within this 4-day time frame will incur a collection fee of $50.00.

D. Termination of Payment Plan and Suspension of Program Benefits for Nonpayment. If YWP is unable to process Client’s payment after 3 attempts or on 3 occasions then the YWP’s Services will be terminated and Client will be liable for the Initial Fee or Renewal fee, as the case may be, any collection or cancellation fees, and all legal fees and costs. These expenses will be due in full before Client may continue in the Program. Declined payments do not relieve the Client of Client’s obligation to pay the Program Fee in full. Failure to make a payment within 4 days of the date due will cause the Client’s loss of “good standing.” Only YWP members in good standing may participate in any Program benefits including the bonus offers or participate in any other YWP program or offering.

E. Program Rules. Client acknowledges that the Sessions will contain multiple participants. Client will behave professionally, courteously, and respectfully with YWP’s staff and clients. Client will take all necessary steps to ensure the Client’s environment is conducive to the group Session. If Client or Client’s environment is or becomes disruptive during a Session, YWP may, at its sole and absolute discretion, terminate Client’s participation in that Session. If YWP terminates Client’s participation in a Session, Client will recoup no payments to YWP, and will remain responsible for all remaining Fee Payments. Client is responsible for decisions made about Client’s health and lifestyle. While YWP will share opinions, offer resources, or make referrals, all implementation decisions are solely the Client’s and Client is fully responsible for those decisions.

V. CLIENT RESPONSIBILITIES. In addition to the responsibilities set forth in Sections 1-4, above, Client has the responsibilities set as forth in the Client Responsibilities Schedule, Exhibit 2, and the Terms and Conditions, Schedule 3. Client’s failure to perform these responsibilities will result in the Client being barred from participating in the Program until the fees are paid in full. YWP will not be obligated to hold additional Zoom sessions or prepare additional meal plans to make up any sessions or meal plans missed while the Client was not in good standing.

EXHIBIT 2

Client Responsibilities Schedule

I. ACCESS

A. In General.

1. Meal Preparation Sessions. If Client is unable to join a Zoom or other live-video meal prep session (the “Session”) within 10 minutes before the state of the session, Client will immediately notify YWP of Client’s difficulty with signing in. YWP is not responsible for sessions missed by the Client because of their internet or other access issues unless the access issue is solely caused by YWP.

2. Menu and Shopping List Delivery. If Client has not received Client’s menu or shopping list at least 24 hours before the Session is scheduled, Client will immediately notify YWP of the non-receipt so YWP may resend the information.

3. Failure to obtain. It is Client’s sole responsibility to ensure Client has sufficient internet access to attend the Session, has received the meal plans and grocery lists, and has all required Groceries before the start of the session. YWP is not liable for Client’s inability to participate if Client has not taken these required steps.

II. MEAL PREPARATION FACILITIES

A. During A Session. Client will:

Ensure the worksite and surfaces are cleaned and disinfected with the disinfectant of Client’s choosing prior to Session.
Ensure the sink and dishwasher are empty.
Ensure the designated workspace is available, with all items removed therefrom.
Ensure that Client has all the necessary Groceries and cooking implements to prepare the meals.
Provide all necessary utensils and containers for the food preparation.
Provide sufficient space and a proper facility for storage of the prepared meals.
Ensure all animals are confined or otherwise located outside the workspace and any areas needed to prepare the meals.
Ensure that all distractions are kept to a minimum to avoid disrupting the Session.

B. After the Session: Client will:

Ensure the proper storage of all meal packages.
Ensure the meals are cooked to the recommended temperatures to prevent illness.

III. CONDUCT DURING SESSIONS. Client will maintain a professional and respective demeanor during the Sessions.

IV. GROCERIES

A. Delivery of Groceries. YWP not be ordering groceries to be used in the meal preparations.

IV. STORAGE

A. Client’s Sole Responsibility. Client is solely responsible for providing a proper facility for the storage of all Pantry Items, Groceries and the completed meal packages. Client must ensure that all storage facilities, refrigerators and freezers are working properly and set to the proper temperatures to ensure the safety of the food. YWP is not responsible for proper food storage or any spoliation or other damages if the Groceries or meal packages are not properly stored.

V. ALLERGY DISCLOSURES

A. Disclosure of Allergens. Client will fully and completely disclose all known or suspected allergies, sensitivities and preferences for Client and anyone else who may consume the prepared meals.

B. Representation and Warranty. Client represents and warrants that Client has fully complied with Client’s obligations under Section V(A), above. Client acknowledges that YWP is not liable for any claims arising out of Client’s violation of the responsibilities in this Exhibit 1.

C. Cross-contamination. YWP is not liable for any cross-contamination or claims or damages arising from any cross-contamination unless YWP has been grossly negligent and that gross negligence is the sole cause of the damages. Regardless, the damages cap set forth in Section 2 of the Terms and Conditions, Exhibit 3, applies to any claims.

D. Animal Hair. If Client has pets in the home, YWP is not responsible for the presence of any pet or other animal hair in the completed meal packages or meals.

EXHIBIT 3

YOUR WILD PANTRY’S TERMS AND CONDITIONS

FOR MEAL POD PREPARATION SERVICES

1. TERMINATION OF CONTRACT AND REMEDIES

A. Termination Period. The Client has the right to terminate this Contract without cost and without penalty for 3 days after execution, provided however, that if YWP starts services in the 3-day Termination Period at Client’s request, Client will be deemed to have waived the Termination Period. Client must give notice to YWP by midnight Eastern Time on the third calendar day of Client’s termination of the agreement to deedee@yourwildpantry.com for the termination to be effective and to be entitled to a refund.

B. Termination for Breach. YWP, besides any other rights set forth in this Agreement or at law or equity, has the right to immediately terminate Services under this Agreement by giving written Notice to the Client, email notice being sufficient, upon the following events regarding the Client:

1. Failure to make payment when due or the dishonoring of a payment;

2. The filing for relief under Chapter 7 of the United States Bankruptcy Code, whether voluntary or involuntary, or the appointment of a receiver for the other party where the bankruptcy or receivership is not dismissed within 30 days or the matter is not converted to a case under Chapter 11 of the United States Bankruptcy Code or dismissed within 90 days of an involuntary bankruptcy filing;

3. A material breach of this Contract;

4. Failure to comply with Client’s Responsibilities as set forth on Exhibit 2;

C. Payments. In the event of termination for breach, the Client will immediately pay all amounts outstanding to YWP, with any reasonable and quantifiable additional costs associated with the termination of services.

D. Termination of YWP’s obligations does not terminate Client’s obligations. If Client’s participating in the Program is suspended, limited or terminated, for any reason, Client will recoup no payments to YWP and will remain liable to YWP for all remaining Fees. Client will not argue that YWP’s limitation, suspension, or termination of services was a breach of this Agreement and will not use YWP’s actions in limiting, suspending or terminating its services as a defense to any action to collect the Program Fee, or any portion of the Program Fee.

2. LIMITATION OF LIABILITY.

A. Release Of Liability. Client accepts all risks, foreseeable or unforeseeable, arising from the Program. Client remises, releases, acquits, and forever discharges the Releasees of and from all known or unknown, existing or future claims including any claims for damages, interest, penalties, legal fees and all other actions, third-party actions, causes of action, or suits at law or in equity, including claims for contribution, indemnity, negligence, or direct, indirect, incidental, special, punitive, consequential or exemplary damages related to the use or misuse of YWP’s services or the Program, or because of any matter or thing done, omitted, or suffered to be done, for or related to Client’s use or reliance upon the information provided as part of the Program. This release is made with advice of counsel or after knowingly declining advice of counsel.

B. Limitation Of Any Non-Released Liability. If a Court of competent jurisdiction determines that despite the release in Section 2, YWP is liable to Client or any individual claiming through Client under any theory of law or equity, whether for breach of contract, tort or otherwise then the damages are limited to the lesser of (a) the total fees paid to YWP during the month preceding the incident which gave rise to the liability, or (b) the individual’s actual damages.

C. Special or Indirect Damages. YWP WILL NOT BE LIABLE FOR ANY INDRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICES PROVIDED OR THIS AGREEMENT, including but not limited to lost profits, lost revenues, lost sales, failure to realize expected savings, loss of data, delays, non-delivery, misdeliveries, service interruptions, tax interest or tax penalties, damage due to lost reputation or other commercial or economic losses of any kind.

D. Damage to Property. YWP is not liable for any damage to personal property or other property that may occur during the delivery of any Services unless the damage is caused solely and directly by YWP’s gross negligence.

E. Limitation on time to bring claims. All claims against the Releasees on any theory of liability must be lodged with the entity having jurisdiction within 100-days of the date the claim first accrues or otherwise the claim will be forfeited forever.

3. INDEMNIFICATION. Client will indemnify the YWP or its employees or consultants and their officers, directors, agents and employees (collectively the “Indemnified Parties”) from any damage, cost or expense, including expert witness fees, attorney’s fees, and litigation fees, arising out of this Agreement or the Services (collectively the “Claim”), whether the Claim is asserted by a party or third-party relating to the Indemnified Parties’ actions or inactions, excluding those arising from the Indemnified Parties’ gross negligence, or resulting in death or bodily injury. The termination of this Agreement does not release Client from any obligations under this Section 3 of these Terms. IPPA

4. ASSIGNABILITY. Client will not assign this Agreement without YWP’s prior written consent. YWP may assign this Agreement to any subsidiary or related-entity, or as part of the sale of all or substantially YWP’s assets. There are no third-party beneficiaries to this Agreement.

5. MEDIATION AND ARBITRATION OF DISPUTES OVER $25,000.

Any controversy or dispute arising out of or related to this Agreement more than $25,000 or that seeks non-monetary relief, is subject to mediation as a condition precedent to any further action. If mediation does not resolve the issue, the parties agreed to binding arbitration of the remaining issues.

Mediation or Arbitration proceedings may be initiated by any Party upon notice to the other Party and to the McCammon Group, or any successor thereto (“Association“), or any other comparable group upon which the Parties agree. Arbitration proceedings will be conducted by an arbitrator under the Commercial Arbitration Rules of the American Arbitration Association or other rules adopted by the Association. The Notice Of Arbitration must specify all alleged disputes or claims. The Arbitration will be conducted in the Commonwealth of Virginia, Fairfax County. The arbitrator will be selected from a list of arbitrators proposed by the Association or such other procedures as adopted by the Association or other arbitrator acceptable to the Parties and must be an attorney licensed to practice law. If the Parties fail to agree upon the selection of arbitrator within fifteen (15) days after delivery to each Party of the list as proposed by the Association, then at the request of any Party, the arbitrator will be selected at the discretion of the Association. The Parties will each initially bear their costs and expenses of the arbitration proceedings. Judgment on the award of the arbitrators may be entered in any court of competent jurisdiction, under Virginia law.

If a breach occurs or threatened breach by either party of the provisions of this Agreement, the parties consent and agree that the non-breaching party is entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against the breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. These remedies are in addition to, not in lieu of, legal remedies, monetary damages, or other forms of relief. Nothing in this Agreement or this Section 5, will be deemed to prohibit a party from suing in a Fairfax County, Virginia court to obtain injunctive relief, record the arbitration award as a judgment, and to pursue collection actions. The termination of this Agreement does not release either party from any obligations under this Section 5 of the Terms.

6. GENERAL PROVISIONS.

A. Entire Agreement. This Agreement, comprising the Agreement and Exhibits 1 – 3, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.

B. Contract Formation. This Agreement becomes binding on both parties when executed by the Client and accepted by YWP, either by execution of this Agreement or the provision of Services. If YWP commence Services based on the Client’s instructions before Client’s execution of the Agreement, the Client will be responsible for the Services at the rates and terms in the Agreement and Terms.

C. Amendments. This Agreement may not be amended or terminated except by a writing executed by the parties.

D. Provisions Subject to Applicable Law. All provisions of this Agreement will apply only to the extent they violate no applicable law and are limited to the extent necessary so they will not render this Agreement invalid, illegal or unenforceable under any applicable law.

E. Severability. If any provision of this Agreement or any application thereof will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision will in no way be affected.

F. Waiver of Rights. No delay or failure by either party to exercise any right and no partial exercise of any such right will constitute a waiver of that or any other right unless otherwise expressly provided herein. Termination of this Agreement by either party is without prejudice to pursuit of any rights or remedies under this Agreement.

G. Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed an original but both of which taken together will constitute but one and the same instrument.

H. Governing Laws and Forum. This Agreement will be governed by, construed, and enforced under the laws of the Commonwealth of Virginia State regardless of the site of services. The parties further agree that any action brought to enforce any right or obligation under this Agreement will be subject to the exclusive jurisdiction of the courts of Fairfax County, Virginia.

I. Force Majeure. No party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to pay to the other party), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God and natural disasters; (b) flood, fire, or explosion; (c) war, invasion, riot, or other civil unrest; (d) actions, embargoes, or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; (f) strikes, labor stoppages, or slowdowns or other industrial disturbances; (g) compliance with any law or governmental order, rule, regulation, or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota, or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; (i) inability to secure labor; or (j) any other event beyond the reasonable control of such party (each of the foregoing, a “Force Majeure Event”). If YWP cannot provide Services due to a Force Majeure Event and it reasonably believes the Force Majeure Event will continue for at least 30 days, then YWP may cancel the Agreement without penalty to either party.

J. No Third-Party Beneficiaries. This Agreement is solely to benefit the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other third party any legal or equitable right, benefit, or remedy of any nature, under or from this Agreement.

K. Cumulative Rights. The Parties’ rights under this Agreement are cumulative and will not be construed to limit other remedies unless those remedies are precluded as a matter of law.

L. Legal Fees and Costs. In addition to any remedies afforded by any other provision, the prevailing party in any dispute or litigation arising out of or related to this Agreement may recover its attorney’s fees and costs from the non-prevailing party, besides any other relief and/or damages. Any judgment or award will to the extent allowed by law contain a provision for the recovery of any subsequently incurred costs, expenses and actual attorney’s fees arising out of the collection of the judgment or award. The termination of this Agreement does not release Client from any obligations under this Section 6(L) of the Terms. IPPA

M. Joint Drafting. The Parties acknowledge that the terms of this Agreement arose from negotiations and discussions between the Parties, each of whom were or had the option to be represented by legal counsel. Accordingly, no claimed ambiguity in this Agreement shall be construed against either Party claimed to have drafted or proposed the language in question, and any court reviewing this Agreement shall treat its language as if it had been chosen by both Parties.

N. Captions and Headings. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision is to be construed by reference to the caption or heading of any section or paragraph.

O. Execution in Counterpart. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

What the heck are we going to do with all of this extra food in the pantry, freezer, and refrigerator?

Customer Agreement