IMPORTANT –This agreement (“Agreement”) is a legal agreement between you (“Mentee”) and the Institute for Functional Medicine, a Washington nonprofit corporation (“IFM”). Please read this Agreement carefully. This Agreement establishes the terms and conditions of your participation in IFM’s Mentorship Program (“Functional Medicine Mentorship Program”) through mentorship sessions focused on the functional medicine model (each a “Session”). By registering for any Session, effective as of the date of such registration (the “Effective Date”), Mentee agrees to be bound by the terms and conditions contained herein. YOU WILL NOT BE ABLE TO REGISTER FOR ANY SESSION UNLESS YOU CONFIRM YOU ACCEPTANCE OF THESE TERMS AND CONDITIONS. ONCE YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, INDICATE YOUR AGREEMENT BY CLICKING THE “I AGREE” ICON AT THE BOTTOM OF THIS AGREEMENT
- Sessions. Mentee acknowledges and agrees that in connection with this Agreement, Mentee has elected to participate in the FM Mentorship Program through one or more Sessions, which is offered in the following format: “Group Series,” in which a group of 3 – 7 mentees meet with a Mentor for a series of from four (4) to eight (8) Sessions, each of which are scheduled for seventy-five (75) minutes.
- Cancellations & Refunds. IFM may cancel or reschedule any Session at any time and for any reason, including if fewer than three (3) individuals register for any Group Series. Mentee’s registration fee will be refunded if IFM cancels a Session for any reason unrelated to Mentee’s breach of this Agreement or in response to Mentee’s request to cancel or reschedule such Session. As relates to individual sessions (not always available) Mentee may cancel or attempt to reschedule Mentee’s participation in any Session at any time and for any reason, but in the case of such cancellation of a Session that cannot be rescheduled for any reason, Mentee will only be entitled to a refund of Mentee’s registration fee if Mentee complies with the following notice requirements: to cancel or reschedule a Group Series, Mentee must notify IFM in writing at least 96 hours business days prior to the commencement date of the Group Series.
- Mentee Qualifications. Throughout the term of this Agreement, Mentee shall have and maintain the following qualifications, all of which are and shall at all times be active and in good standing and none of which are or shall at any time be restricted, conditional, suspended, reprimanded, or sanctioned, summarily or otherwise: (a) have successfully completed Applying Functional Medicine in Clinical Practice (AFMCP) OR one of IFM’s six Advanced Practice Modules (APMs); AND (b) have obtained licensure to practice Mentee’s applicable professional health care discipline issued by the appropriate authority in the state, province, or country of Mentee’s clinical practice.
- Technology. Mentee acknowledges and agrees that each Session will be provided using videoconferencing technology. In connection with Mentee’s participation in the FM Mentorship Program, Mentee shall be responsible for supplying and maintaining certain items of technology, internet access, and minimum connection speeds necessary to fully and effectively participate in any Session, as IFM and/or its contractors may specify from time to time. Additionally, Mentee shall be solely responsible for understanding how to use any technology necessary to participate in the FM Mentorship Program. In the event Mentee is unable to successfully participate in a scheduled Session due to Mentee’s failure to comply with the obligations set forth in this Section 4, Mentee will not be entitled to any refund of the applicable registration fee. Notwithstanding the foregoing, IFM will make reasonable efforts to provide Mentee with troubleshooting support.
- Confidentiality of Patient Information: In participating in the FM Mentorship Program and any Session, Mentee shall not disclose or transmit or cause to be disclosed or transmitted any protected health information (“PHI”) to IFM or any Mentor (whether through email, videoconferencing technology, or other means) or take any action inconsistent with the requirements of the Health Insurance Portability and Accountability Act of 1996 and any regulations promulgated pursuant thereto, as such statutes and regulations currently exist and as they may be amended from time to time (collectively “HIPAA”) or applicable state law.”
- Independent Medical Judgement. At all times, Mentee retains the sole and exclusive responsibility for all treatment and care decisions Mentee makes in connection with the provision of health care items and services to Mentee’s patients. Nothing contained in this Agreement shall be construed to interfere with the professional relationship between Mentee and Mentee’s patients. Mentee is solely responsible for determining whether and how to apply the knowledge and skills obtained or developed through Mentee’s participation in the FM Mentorship Program to a given patient’s clinical care.
- No Requirement to Refer. Mentee acknowledges and agrees that the FM Mentorship Program is not in any way designed or intended to cause, induce, or otherwise influence Mentee’s decision to refer Mentee’s patients to any other provider or supplier of health care items or services, including but not limited to any individual practitioner who provides mentorship services on behalf of IFM through the FM Mentorship Program.
- Use of IFM’s Intellectual Property. IFM retains all right, title and interest in its intellectual property, including any rights of ownership or as a licensee in any patents, copyrights, trademarks, trade secrets, or any other proprietary rights (“Intellectual Property”). No license or other right of any kind is granted to Mentee. Mentee may not use or reproduce the name, logo, slogan, artwork, graphics, designs or any identifying symbol or mark of IFM.
- Term & Termination; Survival. The term of this Agreement shall commence on the Effective Date and shall continue thereafter until terminated as set forth herein. This Agreement will automatically terminate upon: (a) the completion of the Session(s) in which Mentee registered on the Effective Date; (b) the cancellation of all Sessions in which Mentee registered on the Effective Date, if such Sessions are not rescheduled and completed; or (c) Mentee’s failure to maintain any of the qualifications specified in Section 3. Notwithstanding termination of this Agreement, each party shall carry out every provision of this Agreement that contemplates continuing performance by such party after termination or expiration. Termination shall not affect any liability or other obligation that accrues prior to termination. After termination, the parties shall retain all claims and remedies at law, in equity, or otherwise.
- Indemnification. Mentee agrees to indemnify and hold harmless IFM and its officers, directors, employees, faculty, parents, affiliates, agents, subsidiaries, successors–in-interest, consultants, contractors, information providers, licensors, and suppliers (the “IFM Parties”) from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) caused by or arising from any alleged or actual acts or omissions of Mentee or Mentee’s employees, contractors, representatives, agents or affiliates. The indemnification provided hereunder shall specifically include, but not be limited to: (a) any claim made against any of the IFM Parties arising from or with respect to Mentee’s use of any information, knowledge, competencies, or skills obtained or developed through Mentee’s participation in the FM Mentorship Program; and (b) any claim made against any of the IFM Parties by any current or former patient of Mentee (unless such claim is completely unrelated to Mentee).
- Waiver, Release, and Limitation of Liability. Mentee hereby releases and forever waives any and all claims he or she may have against any of the IFM Parties for losses or damages Mentee may sustain in connection with Mentee’s participation in the FM Mentorship Program. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ANY OF THE IFM PARTIES OR ANY THIRD PARTIES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, DAMAGES FOR PERSONAL INJURY, SICKNESS, DEATH, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, OR DAMAGES FOR LOSS OF PROFITS OR REVENUES THAT MAY RESULT FROM OR IN CONNECTION WITH MENTEE’S PARTICIPATION IN THE FM MENTORSHIP PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE,
WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY. IN NO EVENT SHALL IFM’S AGGREGATE LIABILITY TO MENTEE EXCEED THE FEES ACTUALLY PAID BY MENTEE TO IFM WITH REGARD TO MENTEE’S PARTICIPATION IN THE FXMP. No claims, regardless of form, arising out of, or in any way connected to the FM Mentorship Program and/or Mentee’s participation therein may be brought by Mentee more than one (1) year after the cause of action has accrued or the Mentee’s participation in the FM Mentorship Program has been completed or terminated, whichever is earlier.
- General. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its conflicts of laws provisions, and/or the United States, as applicable. Exclusive venue for any action hereunder will lie in the state and federal courts located in Seattle, Washington, and both parties hereby submit to the jurisdiction of such courts. If any provision of this Agreement is held invalid or unenforceable, such provision shall be stuck and the remaining provisions shall be enforced to the fullest extent permitted by law. Mentee agrees that this Agreement may be assigned by IFM in IFM’s sole discretion. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. The failure of IFM to seek redress for Mentee’s violation of or to insist upon Mentee’s strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. This Agreement sets forth the entire understanding and agreement between IFM and Mentee with respect to the subject matter hereof.
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