IAWP Ambassador Agreement
You (“Student” or “you”) hereby enter into this Agreement (“Agreement”), effective as of the date you click “I Agree”, with Intelligent Health Group, LLC, a Wisconsin limited liability company with an address of P.O. Box 622, Cedarburg, WI 53012, doing business as the International Association of Wellness Professionals (“IAWP” or “Company”). IAWP and Student (or you) may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
Terms and Conditions
- Use of Program and Materials.
Pursuant to the terms and conditions of this Agreement, IAWP shall provide Student the non-exclusive, non-commercial, personal-only use of the IAWP Training Program (the “Program”) and certain materials, resources, and systems (collectively with the Program, the “Materials”), as set forth in Exhibit A. Except as expressly set forth herein, the use of all Materials described in this Agreement may be used only by the Student and may not be sold, shared, transferred, published, disclosed, displayed, or otherwise made available to other individuals.
- Exclusive grant of use of content and likeness.
For consideration which I acknowledge, I irrevocably grant to the IAWP and its’ licensees, and successors the right to use my video content, name and image in all forms and media including composite or modified representations for all purposes, including advertising, trade, or any commercial purpose throughout the world and in perpetuity. I waive the right to inspect or approve versions of my image used for publication or the written copy that may be used in connection with the images or video. I understand that any video content provided by the Student to the IAWP will become the exclusive property of the IAWP and cannot be used by the Student on any other channel, platform or medium. This authorization extends to all languages, media, formats and markets now known or later discovered.
- Release of liability.
I release the IAWP and IAWP’s assigns, licensees, and successors from any claims that may arise regarding the use of my image or video, including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity, or copyright. Company is permitted, although not obligated, to include my name as a credit in connection with the image or video.
Student 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 IAWP upon Student’s execution of this Agreement. The Tuition is required in good funds prior to Student receiving Materials. Upon receipt of payment, the Materials will be made available to Student; however, IAWP will require one (1) week to establish Student’s online profile, for which Student will require access to commence IAWP’s online training Program. If monthly payment option was chosen on the application order form, Student is required to make monthly payments on a timely basis, recurring every 30 days. Any payment not made on time will cause the Student to be in arrears, and any Student who is in arrears fifteen (15) days may be suspended from the Program and prohibited from training access and using any Materials until payment is brought current. All Tuition, fees and expenses charged by IAWP under this Agreement shall be paid in US Dollars and are exclusive of any taxes, duties, or similar charges imposed by any government authority, and Student agrees to pay for any and all national, state, or local sales, use, excise privilege, or other taxes, duties, or assessments, however designated or levied, with respect to Student’s use of Materials under this Agreement.
- Chargebacks & Payment Security.
Student 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 Student will be responsible for any fees associated with recouping payment on chargebacks, and any other collection fees associated with this Agreement. The Student shall not change any of the credit card information provided to the IAWP without notifying the IAWP in advance. By entering in payment information on the order form, Student authorizes IAWP to charge Student’s credit card or debit card as payment for Tuition upon acceptance by IAWP into the Program according to the terms of this Agreement.
- Termination by IAWP for Good Cause.
IAWP may terminate this Agreement at any time for “Good Cause,” which is defined as any material breach by Student 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, Student agrees that IAWP may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Student’s participation in the Program without refund or forgiveness of monthly payments or payment in full if Student becomes disruptive, fails to follow the Program guidelines set forth at https://iawpwellnesscoach.com/code-of-conduct (subject to change from time to time at IAWP’s sole discretion), or impairs the participation of Program instructors or other participants in the Program. Upon termination of this Agreement, Student shall cease use of all Materials.
- Protection of Materials.
Student acknowledges and agrees that IAWP is the owner of the Materials, including all intellectual property rights (e.g. trademarks, copyrights, etc.). Nothing under this Agreement shall be deemed to transfer any rights of the Materials from IAWP to Student or any third party. If Student acquires any rights, including rights to derivatives, in the Materials by operation of law or otherwise, Student hereby irrevocably assigns all such rights to IAWP without further action by either Party. Student agrees not to dispute or challenge or assist any person or entity in disputing or challenging IAWP’s rights in and to the Materials. The Materials may contain other proprietary notice and copyright information, the terms of which must be observed and followed. Any IAWP materials not specifically covered by this Agreement remain the property of IAWP and shall not be used by Student without written permission from IAWP.
Alteration (including any derivatives or improvements), publication, or any other use by Student of the Materials not expressly permitted under this Agreement is prohibited, except by prior written permission from IAWP. IAWP reserves the right at all times to improve, modify, remove, or discontinue (temporarily or permanently) the Materials (or any part thereof) immediately, with or without notice. Student agrees that IAWP shall not be liable to Student or to any third party for modification, suspension, removal, or discontinuance of any Materials, or for any lack of notice thereof.
- Access to Materials.
If Student is provided access to the Materials through a user name, password or any other piece of information as part of IAWP’s security procedures (“Online Access Credentials”), Student must treat such information as confidential, and must not disclose it to any other person or entity. Student also acknowledges that Online Access Credentials to the Materials are personal to the Student, and agrees not to provide any other person with access to the Materials or portions of it using Student’s Online Access Credentials. Student agrees to notify IAWP in writing immediately of any unauthorized access to or use of Student’s Online Access Credentials or any other breach of security.
- Warranties and Indemnification.
Student warrants to IAWP that Student shall not use the Materials for any purpose that is unlawful or harmful. Student acknowledges that IAWP makes no warranty as to: (A) the results to be attained by completing the Program or using the Materials, or (B) that the Materials will meet any of Student’s business requirements. Any decision made based upon the results of the Program is done at Student’s own discretion and risk. IAWP cannot and will not be liable for any damage or loss arising from the Student’s use of Materials. Student’s use of the Materials is at Student’s sole risk. Student shall be solely responsible for any damage or loss resulting from the use of the Materials. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IAWP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. Student agrees to defend, indemnify, and hold IAWP, and any of its subsidiaries, affiliates, managers, members, officers, attorneys, agents, representatives, and employees harmless from any losses, claims, actions, damages, liabilities, judgements, fines, demands, costs, or expenses of whatever kind, including reasonable attorney’s fees and the cost of enforcing any right to indemnification hereunder, made by an third party due to or arising out of Student’s use of these Materials, Student’s connection to these Materials, Student’s business relating to its Wellness Coach training, Student’s violation of this Agreement, or Student’s violation of any rights of another.
- Limitation of Liability.
- NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT SHALL IAWP BE LIABLE TO STUDENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION OF VALUE OF ANY KIND, REGARDLESS OF THE FORM OF ACTION (WHETHER IN TORT, CONTRACT, WARRANTY, OR ANY OTHER THEORY OF LAW) ARISING OUT OF OR RELATED TO THE MATERIALS OR THIS AGREEMENT AND EVEN IF FORESEEABLE OR KNOWN IN ADVANCE.
- MAXIMUM LIABILITY FOR DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, IAWP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY STUDENT TO IAWP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 8 SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE
- Privacy and Right to Disclosure.
- Disclaimer of Health Care Related Services.
The information and methods revealed by IAWP in connection with the Materials are based on training, personal experience, and/or research of those affiliated with IAWP. IAWP does not dispense medical advice or prescribe the use or the discontinuance of any medication as a form of treatment, either directly or indirectly. Student represents and understands that the IAWP and all other individuals teaching, leading or otherwise participating in the 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. Student 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 Student providing service.
- General Provisions.
You may not assign this Agreement, in whole or in part, to anyone else without IAWP’s prior written approval. IAWP may assign this Agreement, in whole or in part, to an affiliate or subsidiary of IAWP in which IAWP has a majority interest without your approval or prior notice to you.
No amendment, modification, or addition to this Agreement shall be binding upon either Party, unless reduced to writing and duly executed by each of the Parties.
- Force Majeure.
Neither Party shall be liable for any failure to perform, or any delay in performance of, any of its obligations under this Agreement, except for payment of monies, to the extent such failure to perform or delay in performance is attributable to fire, flood, earthquake, labor unrest, war, civil disorder, power outage, cyber-attack, acts of God, or any other cause or condition beyond the reasonable control of such Party; provided, however, that upon the occurrence of such event, the Party whose performance is affected thereby shall provide immediate written notice thereof to the other Party hereto; and further provided in the case that such event prevents a Party from performing any of its material obligations herein for a period of more than 90 days, the other Party may, at its option, terminate this Agreement by giving written notice of termination to the non-performing Party.
- No Agency.
The Parties do not intend by entering into this Agreement to create a partnership, joint venture, agency, or any relationship other than teacher and student. Nothing in this Agreement shall be construed to expressly or implicitly create such partnership, joint venture, or other relationship whereby one Party will be liable for the actions or failure to act of the other. Nothing in this Agreement authorizes Student to make any contract, agreement, warranty or representation on behalf of IAWP or any of its officers.
- Final Agreement.
Student acknowledges that this Agreement, including all Schedules and Exhibits attached hereto, contains the complete and final agreement and understanding of the Parties and supersedes any and all agreements and understandings, whether written or oral, relative to the matters discussed herein, all of which are excluded and shall have no effect.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement
- Choice of Law and Venue.
This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, shall be construed under and governed in all respects by the laws of the State of Wisconsin without regard to the application of principles of conflicts of laws. The Parties agree that any dispute arising out of this Agreement shall be brought before a state court sitting in the Ozaukee County, Wisconsin, and each Party consents to the jurisdiction and venue of such court.
- Legal Expenses.
The prevailing Party in any legal proceeding brought by one Party against the other Party and arising out of or in connection with this Agreement shall be entitled to recover its legal expenses, including the costs of any court proceeding and reasonable attorneys’ fees.
If for any reason a court of competent jurisdiction 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.
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, or otherwise provided in writing to the other Party. Electronic communications are acceptable for communications not constituting notices provided for or concerning this Agreement.
- Virtual training Program including online classroom, modules, audios, videos, assignments, quizzes, digital files, handouts, webinars, teleseminars and forums.
- Access to the following IAWP training materials after Completion for as long as IAWP provides such materials to its students.
The Program is described module by module on the sales / product page where the purchase is made.
The International Association of Wellness Professionals
PO Box 622 Cedarburg, WI 53012
© 2019 International Association of Wellness Professionals