NeuroCoach Certification Program

Terms of Use

By checking the box next to this Terms of Use, and clicking the “Purchase” button, you, the purchaser of the NEUROCOACHING CERTIFICATION PROGRAM outlined below (hereinafter “Client”) agree and willingly purchase entry into this program to be provided with services rendered by Team Irvine LLC (hereinafter “Company”), and you agree you are voluntarily entering into a legally binding Agreement with Company, inclusive of the following terms and conditions mutually agreed upon:

For good and valuable consideration, the receipt and sufficiency of which is acknowledged by all parties, Client is electing to purchase, and Company agrees to provide Client with access to the Online Certification Program entitled “SINC NeuroCoaching Certification” discussed in greater detail below (hereinafter “Program”) for purposes of attaining the certification of “Certified SINC Neuro Coach” and “Certified Master NeuroCoach.” In exchange, Company agrees to provide the services outlined in the Program Outline below and attached hereto in the Program Outline Addendum.

1. Program Outline:

Client agrees and understands that he/she is purchasing access to the SINC NeuroCoach Certification Program, a ___-month program designed to educate and certify coaches on the proprietary processes, methods, and resources utilized by Company in its years of successfully coaching others and performing at high levels.
Client acknowledges that he/she has read the Program Outline Addendum and conducted any additional research necessary to feel he/she understands what is being provided in Program as well as what is not included. Client agrees to be bound by the terms and conditions outlined herein, as well as the general policies and procedures that can be found in this Agreement and on Company’s website.
Client understands Program is a primarily virtual educational experience, and he/she/they will need an internet connection, computer or adequate mobile device, as well as various programs or software to adequately experience Program in full. Client also understands that any virtual calls, training, and/or meetings conducted via virtual platforms may be recorded and/or shared with current or future students of the Program as lessons. By signing this Agreement, Client expressly consents to the recording and sharing of all Zoom (or other recording platform) sessions, as well as uploading and otherwise using such recordings within the Program.
Client must be 18 years of age to enter into this Agreement; if Client is under 18, she must immediately stop purchase, and have a parent or guardian purchase Program for Client.)

2. Confidentiality

This Agreement is considered a mutual non-disclosure agreement, meaning both Client and Company agree not to disclose, reveal, or make use of any confidential information learned by either party during discussions, Coaching sessions, calls, emails, or otherwise. Such “Confidential Information” includes, but is not limited to, Company’s proprietary strategies, methods, and/or teachings provided within Program, or other methodologies Client learns as a result of working with Company, information contained within modules, in documents, or any other original work created by Company, and any and all other intellectual property (discussed below.)
Client and Company agree that the responsibility to refrain from disclosing or sharing any and all Confidential Information learned as a result of Client working with Company shall survive the expiration of this Agreement and Company’s services. This means Client and Company both agree to continue to keep Confidential Information private, even after the completion of working with Company.
Due to the group nature of the Program, Client also understands she may have access to confidential information shared by other participants during Program. Client understands his/her obligation to keep such information private, and will refrain from sharing, copying, or otherwise using such information without express written permission from that participant. Should Client breach this provision and disclose confidential or proprietary information belonging to Company or another participating in the Program, Client understands additional action may be taken by Company up to and including legal action.

3. Payment and Payment Plans

Client may elect to pay in full, a one-time payment of $_______ or elect to finance the cost of the Program by utilizing one of the Company’s payment plans outlined below, to be agreed upon at the time of purchase by Client and noted herein or in a subsequent writing incorporated into this Agreement.
Client agrees to render payment via credit card or any other method approved by Company. Client understands she is responsible for the full price of Program, whether paying in full or via a payment plan, and agrees to pay the sum requested electronically.
Payment Plan: If Client elects to purchase Program via the Payment Plan, Client will make the initial down payment of $________ on the date of purchase, followed by additional monthly payments in the amount of $________, made on the same day of the month as the original program purchase date, for _____ additional months, using the credit card Company has on file, until the total program amount is paid in full. By electing to purchase via a payment plan, Client understands and agrees his/her/their credit card information will be saved following the initial down payment, and Client expressly agrees to allow Company to automatically charge his/her/their credit card used for the initial down payment on all subsequent payment plan payments, unless otherwise agreed upon between parties in writing. By confirming agreement to these Terms of Use, Client also confirms agreement to this automatic payment deduction until Client has completed the payment plan as outlined. Client understands and agrees that he/she/they will be financially responsible to complete payment in full for Program, which means completion of the full payment plan, if paying via the payment plan option. Client may not elect to stop paying prior to completing the payment plan for any reason other than material breach by Company, and understands the monthly payment is due regardless of Client’s participation level.
Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands: (1) Company shall immediately suspend Client’s access to Program, and (2) Client may owe a 10% late fee if he/she has not made the appropriate payment during the automated payment date.
Company reserves the right to cancel or cease working with Client should he/she fail to make additional payments in accordance with the payment plan as agreed upon. Should this occur, Client understands she is not entitled to a refund of funds already issued to Company in exchange for work completed thus far, will not be eligible to earn the certification, and it is up to the sole discretion of Company whether Client is to have continued access to any materials within Program.

4. Refund Policy

Due to Client’s immediate access to Company’s proprietary information, and Company’s willingness to hold a space within Program open for Client, Company is not able to offer refunds once Client has purchased the Program. Client understands this provision and agrees that all sales are final once payment has been issued to Company. Client is not eligible to cease payments prior to completing the agreed upon payment plan, and understands the entire amount as outlined above is Client’s responsibility. Should Client become dissatisfied with the Program, or otherwise wish to discontinue his/her participation, Client understands this is not a valid basis for failing to complete the Payment Plan, and that Client is responsible to complete payment in full regardless of his or her participation in the Program.
Client further agrees and understands that changing his/her mind about the Program, failing to follow through or understand the details of the Program, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle him/her to a refund.

5. Termination

Company is committed to providing all Program participants with a positive Program experience. By purchasing Program, Client agrees that Company may, at her sole discretion, terminate this Agreement and limit, suspend, or terminate Client’s participation in Program without refund or forgiveness of any remaining monthly payments, if Client fails to pay any portion of the payments as agreed, becomes disruptive or difficult to work with, fails to follow Program guidelines, breaches these Terms of Use in any way, or otherwise impairs the participation of Program instructors or other participants. Should Company need to terminate this Agreement for any other purpose, Client may be eligible for a pro-rata refund of any services not provided at the time of termination.
Client may terminate her participation in Program at any time; however, Client understands that any such termination will not terminate this Agreement, and will not relieve Client of her obligations to make all required payments as outlined herein.

6. Disclaimer – Not Medical or Professional Advice

The purpose and goal of Program is to provide Client with information and education as well as proprietary strategy and materials to establish a business as a NEUROCOACH, and to give Client tools needed in order to provide the service to herself and others, and to educate Client in such a manner that may qualify Client to obtain the title of “Certified Neuro Coach.” Client understands Program is not certifying Client as a professional expert or certified ICF coach in any way; rather, Program is teaching Client principles of neurocoaching to enrich Client’s current offerings and services.
Program may include general suggestions regarding how to work with clients in a coaching capacity, as well as information on how to approach the subject with potential future clients. Such suggestions are not personalized recommendations and do not constitute health, financial, business, or medical advice. Company is not responsible for any decision Client may make to implement something mentioned within Program, or any recommendation Client may make to a client of hers following participation in Program. Company is to have absolutely no liability with respect to Client’s future clients, or what Client elects to do following his/her participation in Program whether or not Client achieves the status and certification as a certified Coach.
The information contained in or made available through the Program cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, financial, business, medical, psychological, therapeutic, or legal matters. Neither Company nor any of their affiliates will be liable for any direct, indirect, consequential, special, exemplary or other damages that may result, including but not limited to economic loss, injury, illness or death. Client alone is responsible and accountable for his/her/their decisions, actions and results in life, and by her purchase and use of Program, she/he/they agree not to attempt to hold Company liable for any such decisions, actions or results, at any time, under any circumstance.
Nature of the Relationship: Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship during the course of the Program or after its completion and attainment of the CERTIFIED NEUROCOACH and CERTIFIED MASTER NEUROCOACH certification. Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as professional advice.

7. No Guarantees

Company cannot guarantee results of the Program, and cannot make any representations or guarantees regarding individual results. Client will hold Company and Program harmless if he or she does not experience the desired results. Client recognizes that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients of the Company or otherwise – applying the principles included in the Program are no guarantee that Cliet or any other person or entity will be able to obtain similar results. Client understands that all services provided by Company in connection with the Program being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Company does not endorse, warrant or guarantee any speakers, products or services mentioned within Program. Company is not a party to, and does not monitor, any transaction between Client and third party providers of products or services.
Client agrees that she does not have a cause of action, legal remedy, and is not entitled to a refund should she not achieve the results desired following completion of Program, as long as Company delivers the Program as described in the Program Outline Addendum below, or similar substitutes, upon additional agreement by Company and Client. Client agrees to take full responsibility for any harm or damage Client may suffer as a result of the use, or non-use, of the information available in the Program. Client agrees to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended in the Program. Client also understands Company is an experienced and self-taught coach. No member of Company is a medical doctor, financial adviser, business advisor, licensed therapist, lawyer, or otherwise, and Client agrees to hold Company harmless should any physical, emotional, or financial injury occur as a direct or indirect result of the Program. The content provided by Company may or may not be useful to Client in her personal business or life. Client understands Company cannot guarantee results from this Program, and has no expectation of a specific result that he or she holds Company responsible for.

8. Earnings Disclaimer

Client confirms she understands and agrees Program results may vary, and will be based on Client’s individual capacity, business experience, expertise, and level of desire. There are no guarantees concerning the level of success Client may experience. The testimonials and examples used do not necessarily apply to the average purchaser, and are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on his or her background, dedication, desire and motivation. There is no assurance that examples of past earnings can be duplicated in the future. Company cannot guarantee Client’s future results and/or success. Company cannot be and will not be not responsible for Client’s actions.

The use of our Program and Content should be based on Client’s own due diligence in assessing whether Program may be right for Client, and he/she agrees that Company is not liable for any success or failure of Client’s business that is directly or indirectly related to the purchase and use of Program and Content.

9. Voluntary Participation

Client understands and agrees that she is voluntarily choosing to enroll in Program and is solely responsible for any outcomes or results. While Company believes in its services and that Program is able to help many people, Client acknowledges and agrees that Company is not responsible nor liable to Client should Client sustain any financial, emotional, or physical injuries, incur harm, or encounter any negative ramifications. Client agrees that she is fully responsible for her health and well-being, her business endeavors, and any other decisions, including participation in Program and any results therein.

10. Certification

Following completion of all certification requirements outlined below in subsection C, Client will have the opportunity to become certified by Company as a Certified NeuroCoach (“Certification”). Program curriculum is wholly designed and taught by Company – Program is not registered or certified by any regulatory body or federation, is not affiliated with any academic institution, masters degree qualifications or PHD program, and Client does not gain any traction or benefits within any regulatory body for participating in Program and/or achieving certification. Company is not an accredited academic institution and does not issue diplomas or academic certifications or degrees. Company does not accept student loans or provide student aid under any programs. Company is a for-profit training and consulting company focusing on personal development, neurological capabilities, business coaching, ________. Any Certification earned following Client’s participation in Program is purely in Company’s own methods, teachings, and systems, and certification allows Client to confirm he/she is certified by Company in these methods and styles. Similarly, Company alone shall determine any and all testing procedures by which to assess whether Client will earn the Certification.
Client understands receipt of the Certification is not a guarantee once Program is completed; Client must complete all aspects of Program in a satisfactory manner, and must have developed a certain level of mastery of the material in order to obtain the certification. Company may request Client undergo additional tasks, assignments, case studies, coaching training, or other activities prior to being eligible for Certification. While certification will not be unreasonably withheld from Client, Company reserves the right to use her expertise and best judgment to determine whether Client has achieved the required mastery in order to obtain the Certification. Failure to obtain the Certification does not entitle Client to a refund of Program.
Company may terminate Client’s certification at any time if the Company reasonably believes that Client has not strictly complied with this Agreement, with any other agreement between Client and the Company, or with the Company’s rules and policies. These rules and policies may be modified from time to time and will be posted at all times on the Company’s website.

D.Client agrees to support and comply with all of the stated values, mission, ethics and standards of practices of the Company and with the CERTIFIED NEUROCOACH Code of Standards and Ethics, and understand and agree that any failure on your part to comply with the CERTIFIED NEUROCOACH Code of Standards and Ethics, or other standards of practice, may result in the loss of certification.

Client agrees to notify the Company immediately if for any reason Client is not able to conduct him/herself in a manner that complies with the CERTIFIED NEUROCOACH Code of Standards and Ethics, so the parties may work out an amicable solution.
Client will notify the Company of any dispute or pending dispute with clients to whom Client is providing services as a CERTIFIED NEUROCOACH within 48 hours of becoming aware of such dispute or pending dispute, and will allow (but not require) Company to participate as desired, if at all.
Upon certification, Client may present him/herself to the public as a CERTIFIED NEUROCOACH and/or CERTIFIED MASTER NEUROCOACH and may use the designation “CERTIFIED NEUROCOACH” and/or “CERTIFIED MASTER NEUROCOACH” in any and all formats provided by the Company, and only in accordance with the rules and policies established by the Company and as set forth more fully in its Brand Features Use Guidelines, which are attached as Exhibit B.
Client agrees that certification requires Client to take responsibility to make a clear distinction between his/her practice as a CERTIFIED NEUROCOACH and any other professional services Client may provide. It is Client’s obligation to ensure that any services he/she chooses to offer, including those as a CERTIFIED NEUROCOACH, complies with all applicable laws and regulations in the jurisdiction(s) in which Client is planning to provide services.

C. Certification Requirements:

Client understands there will be strict requirements regarding participation, completion, and mastery of material in order to become eligible to take the certification assessments. In order to become eligible to take the assessments and complete Program, Client must complete the following:

Attend all coaching sessions (or timely watch the replay if unable to attend live)
Take and pass a Company-created written examination
Participate in a practicum coaching session that is reviewed and approved by Company

Following Client’s completion of the above in a satisfactory manner and receipt of the Certification, such Certification will remain active and in good standing, provided Client satisfies the Company’s requirements for certification maintenance, including:

Continued compliance with all terms and conditions outlined in this Agreement;
Adherence to the Certified NeuroCoach Code of Standards and Ethics, attached hereto and incorporated herein as Exhibit A.

If for any reason Client’s certification is terminated or lapses, Client may no longer use the designation “CERTIFIED NEUROCOACH” and/or “CERTIFIED MASTER NEUROCOACH” or present him/herself in any manner that creates or could create the impression that Client remains certified by Company.

Intellectual Property
Company will maintain intellectual property rights in all original or derivative content associated with or included in the Program, including but not limited to: software, documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, copy for website or sales pages, and any other original work created by Company. Client agrees he/she will be granted a revocable, non-exclusive license to use specified materials for educational purposes, but understands that the original proprietary rights remain with Company. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from Company to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of the Program. Company expressly reserves all rights to the Company name, logo, slogan(s), and all related names, logos, products and services names, designs, and slogans. Client may not use Program materials to create, share, and/or deliver their own course or training within the same field following completion of Program.
Client understands his/her participation in Program does not result in the transfer of any intellectual property rights. Client will not copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Company or obtained through working with Company, without Company’s express written consent, other than worksheets, and interactive materials specifically provided to Client for personal use. Client may use Company’s proprietary content solely for his/her individual use in his/her work as a Certified Neurocoach for one to one paying clients, and will make no other use of the content without the express written permission of Company. Client will not share, train, or otherwise distribute any of the proprietary content in any form with prospective clients, colleagues, groups, or any person who has not formally retained and paid for Client’s services. Company does not grant Client any licenses, express or implied, to the intellectual property of Company except as expressly authorized herein. If such behavior is discovered or suspected, Company reserves the right to immediately end Client’s participation in the Program without refund, as well as access to any program or materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.
Licensee / Licensor Rights: Client’s License to Company. Client may be able to post original content to any Program messaging boards including but not limited to videos, comments, questions, testimonials, or photos. Client may also have the opportunity to respond to other students’ materials with comments or feedback, comment on a social media live stream, webinar, or any other medium where content is distributed in a manner that allows for participation or feedback. Should Client submit or post any such information, Client also agrees and understands he/she is assigning and/or licensing to Company the irrevocable, unlimited, royalty-free, perpetual, non-exclusive, unrestrictive, worldwide license to use, distribute, sell, copy, edit, exploit, or otherwise publicly disseminate any videos, information or content posted, in whole or in part, with or without identifying Client as the author of the original post or comment. If Company chooses to identify Client, Client also grants Company the right to use Client’s name and likeness without compensation, and identify him/her as the author of any comments, posts, or the like by name, email address, screen name, or any other reasonable manner of identification; (c) Testimonials: Based on Client’s experience and outcomes relating to his/her use of Program, Company may wish to feature Client, and/or any portion of Client’s experience, story, or results in connection with marketing for Program. Client understands that should any of his/her comments, posts, reviews, or information relating to experiences and/or outcomes be used, in whole or in part, in connection with Company’s future marketing for Program, whether on website, in paid advertisement, on social media, or any other manner deemed suitable by Company and Company’s team, Client is not entitled to any payment and will not request any form of payment or favorable treatment in return.

12. Indemnification

Client agrees at all times to defend, fully indemnify and hold Company and any affiliates, agents, team members or other party associated with Company harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of Program, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in Program. Should Company be required to defend herself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit Company’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Company, free of charge.

13. Limitation of Liability

Client agrees to absolve and does hereby absolve the Company of any and all liability or loss that Client or any person or entity associated with Client may suffer or incur as a result of use of the Program and/or any information and resources contained in the Program. Client agrees that the Company shall not be liable for any type of damages, including direct, indirect, special, incidental, equitable, or consequential loss or damages for use of the Program.

The information, software, products, and service included or available through the Program may include inaccuracies or typographical errors. Changes are periodically added to the information in the Program. The Company and/or its suppliers may make improvements and/or changes in the Program at any time.

The Company and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Program for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. The Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits arising out of or in any way connected with the use or performance of the Program, with the delay or inability to use the Program or related service, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the Program, or otherwise arising out of the use of the Program, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Company or any of its suppliers has been advised of the possibility of damages. Because some States or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to Client. If Client is dissatisfied with the Program or any portion of it, his/her sole and exclusive remedy is to discontinue using the Program.

14. Termination

Company reserves the right to immediately terminate Client’s participation in and access to Program upon breach of any provision herein, in its sole discretion, including defaulting on payment plans. For clarity purposes, Company may also terminate Client’s access to Program due to any unwanted behavior, including but not limited to constantly speaking falsely and/or negatively about Company and/or Program in a way that impacts other clients within Program, bullying or otherwise negatively impacting other clients, failing to commit to Program and do the work to be successful. Unless otherwise agreed upon in writing and signed by all parties, termination by Company will not relieve Client of his/her obligation to complete all payments owed in connection with Program.

Client may terminate this Agreement at any time by issuing a written notice to Company advising Company of Client’s intention to terminate his/her participation in Program. Please note any termination by Client will not relieve Client of his/her financial obligations. Client will still be responsible for completing any and all remaining payments in a payment plan, and will not be entitled to a refund for any funds paid to Company. Client understands that by committing to Program and purchasing a coveted seat within Program, Client understands the financial commitment she is making, and that any election to end participation in Program or failure to participate in in Program will not entitle Client to any refund, or to stop making payments to Company under a payment plan agreed to herein.

15. Dispute Resolution

Should a dispute arise between Company and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold Company responsible for any specific results, or those results which have been achieved by other clients of Company.)
If unable to reach a resolution informally, Client and Company agree that all disputes will be submitted for American Arbitration Association completed in Del Mar, California within a reasonable amount of time. Client and Company agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgment of law or decree.

16. Applicable Law

This Agreement shall be governed by and under control of the laws of California regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of California are to be applicable here.

17. Amendments

This agreement may be altered, amended, changed, or updated based upon updates in Program or current relevant laws. Client will be notified of any material changes to this Agreement, and Client’s continued use of Program constitutes an agreement to the most updated version of this Agreement.

This Agreement, along with all attachments and the Company’s privacy policy, constitutes the entire agreement between Client and Company with respect to the Program, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Client and the Company with respect to the Program. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

18. Agreement to Privacy Policy

The Company’s Privacy Policy, available at www.drshannonirvine.com, is hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to Client’s participation in the Program. In the event of a conflict between the privacy policy, or any other document on Company’s website any of those policies and this Agreement, this Agreement shall govern.

19. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Waiver

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

21. Force Majeure

The Company shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

PROGRAM OUTLINE ADDENDUM

Once the Program is purchased and these Terms are agreed upon by all parties, Client is to have full and complete access to the entire Program, inclusive of the following videos and information. Program is to run live for ___ months. Client understands and agrees such information is subject to change based upon Company’s sole desires, and does not hold Company responsible if the below changes slightly, as long as the value remains. Program includes the following:

Access To Program Area – The Company shall maintain a Program Area that may include call replays, lessons, forms, worksheets, checklists, and other information. Client shall have access to this Program Area, and will also have the option to download the Program materials. Client will have lifetime access to Program materials provided during the Program, but you will not have access to future Program upgrades or training sessions, without payment of an additional fee.
Access To Private Discussion Group – The Company shall maintain a Private Group that Client will have access to as a member of the Program. That Group provides a forum for Client to connect with other Program participants and seek guidance and support. Members of the Company will seek to interact with Program participants in the group, but the Company does not make any guarantees about participation by any of its employees/contractors, founders, or members in the Group. Client is required to abide by any and all rules posted in that Group. If Client fails to abide by those rules, he/she will forfeit his/her right to participate in that Group. In the event Client loses his/her right to participate in the Group as a result of rules violation, Client shall not receive a refund.
Q&A Calls/Sessions – As a member of the Program, Client will have access to coaching and question-and-answer sessions. The Company shall provide Client with details about how to participate in these coaching and question-and-answer sessions.
Bonuses – From time to time, the Company will offer bonuses to individuals who sign up for the Program. Client shall be entitled to any bonuses offered to Client at the time of registration.

Client MUST complete all assignments before becoming eligible to achieve certification. If Client does not complete the Program in full within the time frame allotted, does not pass assessments, and/or does not fulfill Program requirements in any way, within the sole discretion of Company, Client understands and agrees he/she may not receive certification. If no Certification is obtained, Client will still have access to Program, but will not be able to use the title of CERTIFIED NEUROCAOCH and will not receive a refund for Program.

EXHIBIT A

NEUROCOACHING CERTIFICATION™ Program

CERTIFIED NEUROCOACH™ Code of Standards and Ethics

Team Irvine, LLC is committed to maintaining and promoting excellence in coaching, and this Code of Standards and Ethics (“Code”) is intended to provide standards of professional conduct for graduates of its coaching certification programs.

The NEUROCOACHING CERTIFICATION Program (NCP) requires its graduates to conform to the following Code. The Code is designed to provide appropriate guidelines, accountability, and standards of conduct for those who attain CERTIFIED NEUROCOACH and/or CERTIFIED MASTER NEUROCOACH credentials. Moreover, certification and access to NCP materials are contingent on agreement with the Code.

STANDARDS AND ETHICS

In my capacity as a CERTIFIED NEUROCOACH and/or CERTIFIED MASTER NEUROCOACH:

I recognize that the Code applies to my relationship with coaching clients and colleagues.
I will present myself in a manner that upholds the integrity of the NCP and its mission.
I will support my coaching clients to the best of my abilities at all times and will represent myself honestly, not overstating my qualifications or experience.
I will have a clear coaching service agreement with my clients at the start of the coaching relationship and honor this agreement. The agreement shall include the roles, responsibilities and rights of all parties involved.
I will ensure that my coaching clients understand the nature of coaching, the bounds of confidentiality, financial arrangements, and other terms of the coaching agreement before the relationship begins.
I understand that I can make no guarantees or warranties, expressed or implied, about any results to be achieved by my clients.
I will respect the client’s right to terminate the coaching relationship at any point during the process, subject to the provisions of the coaching agreement.
If I believe the client would be better served by another coach, or by another resource, I will encourage the client to make a change when deemed necessary or appropriate.
I will maintain, store, and where necessary properly dispose of any business records created during our working relationship to ensure confidentiality, security, and privacy.
I will not discuss or share confidential information about my clients with any other clients.
In the case of any conflict or challenge in our relationship, I will make every effort to have a verbal discussion to resolve any issues.

PLEDGE

As a CERTIFIED NEUROCOACH and/or CERTIFIED MASTER NEUROCOACH, I acknowledge and agree to honor my ethical obligations to my coaching clients, colleagues, and the public. I pledge to comply with the NCP Code of Ethics and to exercise integrity, honesty, and due diligence with those whom I coach. If, for any reason, I breach this Ethics Pledge or any part of the NCP Code, I agree that Team Irvine, LLC may in its sole discretion revoke my certification and/or take other accountability measures as it deems appropriate.

EXHIBIT B

The Company’s intellectual property, including its trademarks and trade names, are valuable assets. In following these guidelines, you help us protect our valuable trademark rights and strengthen our corporate and brand identities.

1. Authorized Use of Company Trademarks

The following is a non-exhaustive list of the trademarks Company holds as proprietary:

NEUROCOACH

MASTER NEUROCOACH

NEUROCOACH MODEL

NEUROCOACHING CERTIFICATION

2. Authorize Use of Company Certification Marks

CERTIFIED NEUROCOACH

CERTIFIED MASTER NEUROCOACH

3. Advertising, Promotional, and Sales Materials

When using one of the Company’s registered or common law trademarks to refer to the Company, its affiliates, or products, refer to the trademark(s) in all capital letters and use the registered trademark symbol (®), if applicable, on the most prominent or, if not applicable, the first appearance of a registered trademark.

For any trademark that is not registered, the trademark symbol (™) should be used in place of the registered trademark symbol (®) on the most prominent or, if not applicable, the first appearance of a common law trademark. Generally, the symbol appears at the right shoulder of the trademark. Once marked, it is not normally necessary to mark subsequent appearances of the mark on the same product, product packaging, or publication.