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Team Irvine Neuro Coaching Certification Program Agreement

This Neuro Coaching Certification Program Agreement (“Agreement”), dated as of today’s date (“Effective Date”) is by and between the Client (“Client” or “You”, or “your’) and Team Irvine LLC, a California Limited Liability Company (“Company”, “we”, or “us”). 

Program

For good and valuable consideration, Client and Company agree that the Company agrees to provide Client with access to the Online Certification Program entitled, “NEURO COACHING CERTIFICATION ” (“Program”) for purposes of attaining the certification CERTIFIED NEURO COACH and CERTIFIED MASTER NEURO COACH. As a condition of participating in the Program, You agree to be bound by and to abide by all policies and procedures set out in this Agreement, including those incorporated by reference.

Terms of Use, Privacy Policy, & Disclaimer

The Company’s Terms of Use, Privacy Policy, and Disclaimer, which are available at www.drshannonirvine.com, are hereby incorporated by reference into this agreement. Except as modified by this Agreement, each of those agreements and policies shall apply fully to your participation in the Program. In the event of a conflict between any of those policies and this Agreement, this Agreement shall govern.

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 NEURO COACH and CERTIFIED MASTER NEURO COACH certification.. The 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.

Fees

In consideration of your access to the Program, You agree to pay the following fees. 

You may choose between a single payment of $18,000, including the $700 enrollment deposit (due immediately), or the $700 enrollment deposit (due immediately) and 6 monthly payments of $3000, or the $700 enrollment deposit (due immediately) and 12 monthly payments of $1667. You must pay the initial enrollment deposit payment today and then your selected payment method will be automatically charged the following 6 or 12 payments on a monthly basis. If You opt for monthly payments, You will remain responsible for those payments.  You may not cancel or avoid these payments. In the event that any payment is not made, the Company shall immediately suspend your access to the Program. 

Payment Plan Authorization 

If You elect for the payment plan, You hereby authorize the Company to charge your credit card or debit card automatically according to the terms set forth in the Fees section above.

No Refunds 

All sales are final, and the Company does not offer any money-back guarantees. You recognize and agree that You shall not be entitled to a refund for any purchase under any circumstances.

The Program

As part of the Program, the Company shall provide the following to Client.

Access To Program Area – The Company shall maintain a Program Area that may include call replays, lessons, forms, worksheets, checklists, and other information. You shall have access to this Program Area where you will also have the option to download the Program materials.  You 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 You will have access to as a member of the Program. That Group provides a forum for You to connect with other Program participants and to 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. You are required to abide by any and all rules posted in that Group. If You fail to abide by those rules, You will forfeit your right to participate in that Group. In the event You lose your right to participate in the Group as a result of rules violation, You shall not receive a refund.

Q&A Calls/Sessions – As a member of the Program, You will have access to coaching  and question and answer sessions. The Company shall provide You 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. You shall be entitled to any bonuses offered to You at the time of registration.

The Certification

Your certification will be conditioned upon the successful completion of the NEURO COACHING CERTIFICATION program. The criteria for successful completion of the NEURO COACHING CERTIFICATION program are set forth below:

  1. Attend all coaching sessions or watch replay if there is a conflict with the original time.
  2. Take and pass a written examination
  3. Participate in a practicum coaching session that is reviewed and approved by the Company

Your certification, if issued, will remain active in perpetuity provided you satisfy the Company’s requirements for certification maintenance, which are set forth below: 

  1. Comply with the terms and conditions of this Agreement; and 
  2. Adhere to the CERTIFIED NEURO COACH Code of Standards and Ethics, which is attached hereto as Exhibit A.  

You understand and agree that the Company may terminate your certification at any time if the Company reasonably believes that You have not strictly complied with this Agreement, with any other agreement between You 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.

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

You agree to alert the Company immediately if for any reason You are not able to conduct yourself in a manner that complies with the CERTIFIED NEURO COACH Code of Standards and Ethics.

You agree to notify the Company of any dispute or pending dispute with clients to whom You are providing services as a CERTIFIED NEURO COACH coach within 48 hours of becoming aware of such dispute or pending dispute. 

Ownership Of All Intellectual Property

All content included as part of the Program, such as text, graphics, logos, images, as well as the compilation thereof, and any software used in the Program, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. 

The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans in the Program are the trademarks of their respective owners.

Your participation in the Program does not result in a transfer of any intellectual property to You, and, as a condition of participation in the Program, You agree to observe and abide by all copyright and other intellectual property protection.

You are granted a single-use, non-exclusive, non-transferable, revocable license to access and use the Program content and resources. You hereby agree that You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found in the Program, with express written authorization from the Company. 

The Company content is not for resale. Your participation in the Program does not entitle You to make any unauthorized use of any protected content, and in particular You will not delete or alter any proprietary rights or attribution notices in any content. You may use the protected content solely for your individual use in your work as a CERTIFIED NEURO COACH  for one-on-one paying clients and will make no other use of the content without the express written permission of the Company. You may not share, train, or otherwise distribute any of the protected content in any form with prospects, colleagues, groups, or any person who has not formally retained and paid for your CERTIFIED NEURO COACH  services. You agree that You do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized herein and/or in any manner prescribed by the Company in a separate agreement or writing, which may be modified from time to time..

You hereby agree that any infringement of the Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if You violate the Company’s intellectual property rights, your access to the Program will be terminated immediately, and You shall not be entitled to a refund of any portion of the fees.

Upon certification, You may present yourself to the public as a CERTIFIED NEURO COACH and/or CERTIFIED MASTER NEURO COACH and may use the designation CERTIFIED NEURO COACH and/or CERTIFIED MASTER NEURO COACH, 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.

If, for any reason, your certification is terminated, You may no longer use the designation CERTIFIED NEURO COACH and/or CERTIFIED MASTER NEURO COACH or present yourself in any manner that creates or might create the impression that You are a CERTIFIED NEURO COACH and/or CERTIFIED MASTER NEURO COACH.

Materials Provided By You During The Program

The Company does not claim ownership of the information or materials You may provide during the Program (including feedback and suggestions) or post, upload, input, or submit to any Website or our associated services (collectively “Submissions”). 

However, by posting, uploading, inputting, providing, or submitting your Submission You are granting the Company, our affiliated companies, and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.

In other words, the Company has the right to include your Submissions – including any audio or video recordings of You participating in any sessions as part of the Program – in the Program and other marketing material going forward. 

No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission You may provide and may remove any Submission at any time in the Company’s sole discretion.

By posting, uploading, inputting, providing, or submitting your Submission You warrant and represent that You own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for You to provide, post, upload, input, or submit the Submissions.

Confidentiality

The Company respects the privacy of its clients and will not disclose any information You provide except as set forth in this Agreement. As a condition of participating in the Program, You hereby agree to respect the privacy of other Program participants and to respect the Company’s confidential information. 

Specifically, you shall not share any information provided by other Program participants outside of the bounds of the Program unless You receive express written permission from such other participant to share the information. Similarly, the content of the Program contains the Company’s proprietary methods, processes, forms, templates, and other information. You hereby agree not to share the information provided to You in the Program with anyone other than the Company, it’s owners and employees/contractors, and other Program participants. 

Personal Responsibility

By participating in the Program, You accept personal responsibility for the results of your actions. You agree that the Company has not made any guarantees about the results of taking any action, whether recommended in the Program or not. The Company provides educational and informational resources that are intended to help participants in the Program succeed. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Company.

You also recognize 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 You or any other person or entity will be able to obtain similar results.

You agree to take full responsibility for any harm or damage You suffer as a result of the use, or non-use, of the information available in the Program. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended in the Program.

You agree that certification requires You to take responsibility to make a clear distinction between your practice as a CERTIFIED NEURO COACH and any other professional services You provide.

You agree that certification by the Company in no way gives You any legal right to practice a profession or perform a service that is regulated by applicable law or regulation in your jurisdiction(s).  It is your sole obligation to ensure that your practice, including your CERTIFIED NEURO COACH practice complies with all applicable laws and regulations in the jurisdiction(s) in which You provide services.

No Warranties

The Company makes no warranties regarding the performance or operation of the Program, including any technological aspects of the program. The Company further makes no representations or warranties of any kind, express or implied, as to the information, contents, materials, documents, programs, products, books, or services included in or through the Program. To the fullest extent permissible under the law, the Company disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. 

 

Limitation of Liability

You agree to absolve and do hereby absolve the Company of any and all liability or loss that You or any person or entity associated with You may suffer or incur as a result of use of the Program and/or any information and resources contained in the Program. You agree that the Company shall not be liable to You 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 You. If You are dissatisfied with the Program or any portion of it, your sole and exclusive remedy is to discontinue using the Program.

Dispute Resolution

You hereby expressly waive any and all claims You may have, now or in the future, arising out of or relating to the Program. To the extent that You attempt to assert any such claim, You hereby expressly agree to present such claim only in the state or federal courts that are geographically nearest to Del Mar, California.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Program and related services, any user postings made by You, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with the Company in asserting any available defenses.

Termination And Access Restriction

The Company reserves the right, in its sole discretion, to terminate your access to the Program and the related services or any portion thereof at any time, if You become disruptive to the Company or other Program participants, if You fail to follow the Program guidelines, or if You otherwise violate this Agreement. You shall not be entitled to a refund of any portion of the fees and shall not be excused from any remaining payments under a payment plan in the event of such termination.

Entire Agreement

This Agreement, along with the Company’s Terms of Use, Privacy Policy, and Disclaimer, constitutes the entire agreement between You and the Company with respect to the Program, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between You 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. 

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.

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.

Force Majeure

The Company shall not be liable or responsible to You, 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.

Effective Date

This Agreement shall commence and be enforceable with respect to each Program participant upon the date that the participant initially registers for the Program.

EXHIBIT A

NEURO COACHING CERTIFICATION Program

CERTIFIED NEURO COACH 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 NEURO COACHING 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 NEURO COACH and/or CERTIFIED MASTER NEURO COACH credentials.  Moreover, certification and access to NCP materials are contingent on agreement to the Code.

STANDARDS AND ETHICS

In my capacity as a CERTIFIED NEURO COACH 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 NEURO COACH and/or CERTIFIED MASTER NEURO COACH, 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.