wccagreement - The International Association of Wellness Professionals

International Association of Wellness Professionals
Wellness Coach Training & Certification Program Agreement

Pursuant to your enrollment as an IAWP Wellness Coach with Intelligent Health Group, LLC dba International Association of Wellness Professionals (IAWP) and Wellness360Coach (hereinafter “Licensor” or “IAWP”), a Wisconsin limited liability company with address of PO Box 622 Cedarburg, WI 53012, you the Student (hereinafter “Licensee”) agree to the following terms and conditions for the non-exclusive use and license of materials, resources and systems as part of the IAWP Wellness Coach Certification & Training Program and Wellness360Coach (hereinafter “Proprietary Information” or “Program” or “Materials”):

Agreement Between the Parties: Licensor grants to Licensee the full use of Licensor’s Proprietary Information and Materials according to the terms and conditions of this Licensing Agreement (the “Agreement”) commencing upon date of first payment made by Licensee and subject to the terms and conditions as defined below.

Terms and Conditions

    1. The term “Proprietary Information and Materials” shall include all documents, presentations, techniques, tools, web-based tools, internet sites, certifications, designations, and any other information developed by Licensor for the purposes of its business. This Agreement constitutes the entire agreement between Licensor and Licensee with respect to Licensee’s use of Proprietary Information and Materials.
    2. The term “Licensee” shall mean the person, business, or entity authorized by Licensor in this Agreement to use Proprietary Information and Materials.
    3. The use of all Proprietary Information and Materials described in this Agreement may be used only by the Licensee and may not be sold, shared, transferred, published, disclosed, displayed, or otherwise made available to other, non-licensed individuals except as described in this Licensing Agreement.
    4. Proprietary Information and Materials created or provided by Licensor specifically covered by this agreement include:
      • Accredited training program to allow for certification as a Wellness Coach.
      • Virtual training program including online classroom, modules, audios, videos, assignments, quizzes, digital files, handouts, webinars, teleseminars and forums.
      • Access to The International Association of Wellness Professionals or Wellness360 CoachTM branded materials may include a customized sub-domain website, marketing templates and client materials.
    1. “Clients” shall mean persons, businesses, or entities that employ Licensee to coach, evaluate and improve individual or health performance through a variety of techniques, tools, assessments, documents, workshops, and other information, any of which may include certain Proprietary Information and Materials owned by Licensor. “Clients” shall also mean persons, businesses, or entities that Licensee believes can become paying clients.
    2. Training Program Fee. Licensee agrees to pay an initial, non-refundable fee (“Tuition”) as specified on the order form at time of submitting application and shall be paid to Licensor upon Licensee’s execution of this Agreement. The Tuition is required in good funds prior to Licensee receiving Proprietary Information and Materials. Upon receipt of payment, the Proprietary Information and Materials will be forwarded to Licensee; however, Licensor will require one (1) week to establish Licensee’s online profile, for which Licensee will require access to commence its online training program. If monthly payment option was chosen on the application order form, Licensee is required to make monthly payments on a timely basis, recurring every 30 days. Any payment not made on time will cause the Licensee to be in arrears, and any Licensee who is in arrears (60) days will be suspended from the Program and prohibited from training access and using any copyrighted, trademarked or branded materials of the Program until payment is brought current.
    3. Chargebacks & Payment Security. Licensee shall not make any chargebacks to the IAWP account or cancel the credit card that is provided as security without the IAWP’s prior written consent. The Licensee will be responsible for any fees associated with recouping payment on chargebacks, and any other collection fees associated with this agreement. The Licensee shall not change any of the credit card information provided to the IAWP without notifying the IAWP in advance.
    4. Brand License, Personal Website & Optional Renewal. Licensee will be granted a non-exclusive license to use the name brand Wellness360 Coach and be provided a Wellness360 personal website so long as Licensee is in good standing. So long as Licensee is in good standing, any trademarked terms of Wellness360 Coach may be used by Licensee without prior approval, including logo, personal Wellness360 website, marketing or client materials. After a period of 12 months, Licensee may request continued use of their Wellness360 website and will be subject to a website hosting and maintenance fee of $500 per year. Use of the website and associated annual maintenance fee is not mandatory. In addition, Licensee agrees to include a privacy policy on their Wellness 360 website letting users know how they will collect and use data per standard online regulations.
    5. Termination by Licensor for Good Cause. By Licensor for good cause which will mean any material breach by Licensee of its obligations under this Agreement. The IAWP is committed to providing all Program participants with a positive training experience. By enrolling and paying the Tuition, Licensee agrees that Licensor may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Licensee’s participation in the Program without refund or forgiveness of monthly payments or payment in full if Licensee becomes disruptive, fails to follow the Program guidelines, or impairs the participation of Program instructors or other participants in the Program.
    6. Action-Based Guarantee.The Licensor shows it’s commitment to student success by offering a full refund of tuition if Licensee has completed and submitted all coursework and action steps as outlined herein and has failed to contract one client.
      • Complete all 12 Modules/36 manuals and online classroom coursework within 12 months of start date.
      • Complete all written course assignments and quizzes
      • Attend and participate in a minimum of 12 live group calls, including a minimum of 3 Wellness, 3 Coaching and 3 Launch Labs.
      • Complete, document and submit all ten steps of the Business Breakthrough System as outlined in the program.
    1. Protection of Proprietary Information. All Proprietary Information and Materials are protected by applicable registration, trademark, servicemark, and copyright laws. Licensee acknowledges and agrees that Licensor is the owner of all registrations, trademarks, servicemarks, and copyrights of such materials. Alteration, publication, or other use not stipulated in this Agreement is prohibited, except by prior written permission from Licensor.The Proprietary Information and Materials may contain other proprietary notice and copyright information, the terms of which must be observed and followed. Licensee may use, copy, and show any information covered under this Agreement with any of Licensee’s paying Clients or prospective Clients. Proprietary Information and Materials created or designated for, or given to and used by Licensee’s Clients or prospective Clients must clearly display all registration, trademark, servicemark, and copyright notices. Any Proprietary Information and Materials not specifically covered by this Agreement remain the property of Licensor and shall not be used by Licensee without written permission from Licensor.Licensee warrants to Licensor that Licensee shall not use the Proprietary Information or Materials for any purpose that is unlawful or harmful. Licensor makes no warranty as to the results which may be obtained from the use of the Proprietary Information and Materials, or that the Proprietary Information and Materials will meet all Licensee’s business requirements. Any decision made based upon the results of this Proprietary Information and Materials is done at Licensee’s own discretion and risk. Licensor cannot and will not be liable for any damage or loss arising from the Licensee’s use, or any Client’s use, of Proprietary Information and Materials. Licensee’s use of the Proprietary Information is at Licensee’s sole risk. Licensee shall be solely responsible for any damage or loss.

      The Proprietary Information and Materials are provided on an “as is” and “as available” basis. Licensor disclaim all warranties of any kind, whether expressed or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.Licensee agrees to indemnify and hold Licensor, and any of its subsidiaries, affiliates, directors, officers, agents, partners and employees harmless from any claim or demand, including reasonable attorney’s fees, made by an third party due to or arising out of Licensee’s use of these Proprietary Information and Materials,

      Licensee’s connection to these Proprietary Information and Materials, Licensee’s business relating to its Wellness Coach certification, Licensee’s violation of this Agreement, or Licensee’s violation of any rights of another. Licensor reserves the right at all times to improve, modify, discontinue, temporarily or permanently, the Proprietary Information and Materials (or any part thereof) immediately, whether with or without notice. Licensee agrees that Licensor shall not be liable to Licensee or to any third party for modification, suspension or discontinuance of any Proprietary Information or Materials, or for any lack of notice thereof.

    2. Right to Disclosure. Licensor reserves the right at all times to preserve and disclose any information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce the Agreement, respond to claims of third parties, protect the rights, property, or safety of Licensor, the users of the Proprietary Information and Materials, and the public.
    3. Release from Claims and Damages. Licensee releases Licensor from all claims, demands, and damages (both actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
    4. Insurance. If Licensee chooses to use any Proprietary Information for their own use with Clients or others, Licensee will obtain and maintain, at Licensee’s expense, professional liability insurance designated for “Life Coach/Health Coach or Wellness Coach” for its operations related to Licensor and any other business arising out of Licensee’s wellness coach certification. Insurance recommendations will be provided to Licensee during their training program.
    5. The failure of Licensor to enforce any provision of the Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce at a later time.
    6. Any and all disputes, controversies, and claims arising out of or relating to this Agreement or with respect to the interpretation of this Agreement or the rights or obligations of the parties and their successors and permitted assigns, whether by operation of law or otherwise, that cannot be settled by agreement of the parties shall be first submitted to non-binding mediation. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Wisconsin. Any cause of action that Licensee may have with respect to use of these Proprietary Information and Materials must be commenced within one (1) year after the claim or cause of action arises.
    7. If for any reason a court of competent jurisdiction (or mediator, if applicable) finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
    8. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorney fees.
    9. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.
    10. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.
    11. Disclaimer of Health Care Related Services. The information and methods revealed by Licensor in connection with the IAWP and Wellness360 Coach are based on training, personal experience, and/or research of those affiliated with Licensor. Licensor does not dispense medical advice or prescribe the use or the discontinuance of any medication as a form of treatment, either directly or indirectly. Licensee represents and understands that the Licensor and all other individuals teaching, leading or otherwise participating in the Wellness360Coach or IAWP are not doctors, registered dieticians, therapists or other licensed professionals and are not meant to replace the care and advice of doctors, registered dieticians, therapists or other licensed professionals. Licensee will also provide all its Clients and prospective Clients with a written disclaimer outlining the above; said Clients will acknowledge same by signing this disclaimer prior to Licensee providing service.
    12. Authorization of Charges: By enrolling in the program, Licensee acknowledges that s/he has read, agrees to and accepts all of the terms and conditions contained in this Agreement. IAWP may amend this Agreement at any time by sending Licensee a revised version at the address provided on record by Licensee. By entering in payment information on the order form, Licensee authorizes IAWP to charge Licensee’s credit card or debit card as payment for tuition upon acceptance by IAWP into the Program according to the terms of this Agreement.
  1. The International Association of Wellness Professionals
    PO Box 622 Cedarburg, WI 53012
    Email: [email protected]
    Phone: 844.423.7020
    © 2019 International Association of Wellness Professionals

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