KJO COACHING, L.L.C. HEALTH MINDSET COACHING CERTIFICATION LEVEL 2 AGREEMENT

 

I hereby agree to receive the terms of the Agreement including the arbitration provisions noted therein (collectively, the "Terms") along with this Consent through the KJO Coaching website and through the checkout procedure or electronic signature that I executed upon signing up for the KJO Coaching Health Mindset Coaching Certification Level 2 Program. You may refuse to agree to this Consent and the associated Terms and Agreement by not clicking the “I have read and agree to the terms and conditions of this page as follows” box on the checkout procedure or not electronically signing this document. However, if you do not agree to this Consent, you will not be able to participate in the KJO Coaching Health Mindset Coaching Certification L2 Program as defined with the Agreement. You hereby agree to print and/or save the Terms, Consent, and Agreement.

Hardware and Software Requirements. To obtain, print and save these Terms and the Agreement, you must have access to a personal computer or equipment widely- used, recent-generation web browser and a printer capable of printing from your computer or equipment. Your ability to read and agree to this Consent demonstrates that you have the necessary hardware and software to receive and save the Consent, Terms, and Agreement.

 Paper Copies. Upon your request, KJO Coaching shall provide you with a paper copy of the Terms and Agreement, which KJO Coaching has provided to you electronically. If you would like a free paper copy of the Terms and Agreement, please send an email to [email protected].

Consent To Electronic Communications: By clicking "I AGREE" on the checkout page associated to this KJO Coaching Health Mindset Coaching Certification L2 Program OR signing this document electronically, you consent to receive disclosures from KJO Coaching electronically through their website and through email communication under the Terms set forth in this Consent and the Agreement. You agree that KJO Coaching may provide electronically any and all communications concerning the Terms and the Agreement that you may enter into as well as any disclosures required by federal or state law (the “Disclosures”). Your Consent applies not only to the Terms and Agreement but also to any ancillary agreement related to these and to any future modifications, terms, or agreements you may agree to through this relationship with KJO Coaching.

To electronically receive and view and electronically save or print the Terms, Agreement, and /or Disclosures, you must have: a personal computer with Internet access; a widely-used, recent-generation web browser; and a printer, hard drive or other storage device. You represent that you have this hardware and software.

Prior to your purchasing the Health Mindset Coaching Certification L2 Program, you may withdraw your consent to receipt of the Disclosures by exiting the KJO Coaching website. If you do this, you will not be able to participate in the KJO Coaching Health Mindset Coaching Certification L2 Program. To withdraw your consent after your electronic agreement and Consent, please refer to the Terms and the Agreement and follow the noted and necessary procedure. If, for whatever reason, the Terms or Agreement are inaccessible to you, please contact [email protected] immediately noting your name, address, and phone number to ensure that KJO Coaching can appropriately assist you in the resolution of your issue.

I hereby agree to waive any and all defense as it relates to any online access to the Terms, Consent, Disclosures, or Agreement and confirm and acknowledge that any consent or electronic signature that I may provide shall be valid and be of full force and effect just as if the consent was to be provided in a tangible medium.

For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, including, but not limited to, the opportunity to participate in the ten (10) module KJO Coaching Health Mindset Certification Level 2 Program (the “Program”), and as a precondition to participating in the Program, I have read this Agreement and agree to the following terms and conditions:

1.  Definitions

“Certification(s)” means a Level 2 Health Mindset Certification offered by KJO Coaching.

“KJO Coaching Certificant” means an individual who has successfully met the requirements for Certification as set forth in this Agreement.

“Confidential Information” means any KJO Coaching proprietary or any KJO Coaching confidential information received by me in connection with this Agreement and if such information is marked as confidential or should be reasonably understood to be confidential or proprietary, proprietary or the like or, in the case of confidential information disclosed orally, identified as confidential, proprietary or the like at the time of oral disclosure. Such confidential information includes, without limitation, any information related to the following: (i) any questions, answers, worksheets, videos, computations, drafts, workings, drawings, diagrams, workbooks, and the questions and/or number of questions contained in the assessments; ii) all information contained in the ten modules of the Program,  (iii) any information as to the contents of an assessment prior to KJO Coaching’s announcement of information; (iii) any communication (including, without limitation, any oral communication) regarding or related to the client portfolio assessments; or (iv) information which I know or have reason to know is confidential, proprietary or trade secret information of KJO Coaching, as well as, any information posted on www.healthmindsetcert.com (to the extent such information is not publicly accessible).

“Personal Data” means my personal information or any information which is susceptible to identifying me, in any event as defined by applicable law, including, without limitation, my full name, e-mail address, postal address, Certification(s), certification date(s), certification expiration date(s), photograph, signature, biometric data or other personally identifying data collected from me by KJO Coaching or its authorized agents.

“Program” means the Health Mindset Coaching Certification Level 2 Program offered by KJO Coaching under this Agreement.

2. Requirements as a KJO Coaching Mindset Certificant

              As a student of the Program and as a KJO Coaching Mindset Certificant I promise to

1.  Comply with all polices, requests, processes, procedures, and guidelines required of me by KJO Coaching;
2.  Provide truthful information to KJO Coaching;
3.  Commit to providing reasonable effort and participation towards completing the tasks, requirements, assessments, and objectives of the Health Mindset Coaching Level 2 Certification Program;
4.  Promote the Health Mindset Coaching Level 2 Certification and KJO Coaching and its affiliates in a positive light;
5.   Ensure that KJO Coaching has the most updated information relevant to my participate in the Program;

           Violations of this Section 2 and/or any applicable KJO Coaching policy may result in legal action, candidate sanction, removal from KJO Coaching’s Program, and/or removal of my Certification.

3. Nature of the Relationship

_______ Kasey Orvidas, her contractors, affiliates, and representatives, are not medical doctors, registered dieticians, or practitioners. I am not engaging in this relationship seeking medical advice, diagnostic, or treatment procedures. I understand that the coaching advice provided by Kasey Orvidas, her contractors, affiliates, and representatives through the Program does not prevent or cure any disease and does not guarantee any outcome for me or my clients. The choices I may make in furtherance of the terms of this Agreement are to be my own and that I am free to make any changes to my lifestyle and/or diet in my own discretion. The services performed by Kasey Orvidas, her contractors, affiliates, and representatives, are, at all times, restricted to consultation on the subject of coaching for lifestyle/nutritional/mindset matters and does not involve the direct or indirect diagnosing, prognosticating or the treatment of any disease, illness, or injury for me or my clients.

 _______ I further acknowledge that, upon receipt of my Certification, I will not be recognized by any state or federal authority to provide any medical advice, dietary advice, or diagnose any medical condition. I acknowledge that I am obtaining this Certification for the purposes of learning from and receiving consultation and educational services from KJO Coaching and that no guarantees or warranties are made as to the utility of this Certification or to your increased performance in any way. I understand that the term “growth” is intended to be a metaphor that signifies the educational experience you will receive from this Program.   

_______ I represent and warrant that I am participating in the Program and am voluntarily attending any associated obligation solely on my own behalf. This includes in-person, virtual, phone, text, and email meetings. It is my express intent that this Agreement bind the members of my family and spouse (if any), my estate, heirs, administrators, assigns, and personal representatives as well as all of my clients and their aforementioned affiliates, relatives, and decedents.

 _______I understand that this Agreement does not create an employee employer relationship between me and KJO Coaching and that nothing contained herein shall be construed to create a partnership, joint venture, principal-agent or employer-employee relationship between me and KJO Coaching. I hereby warrant to KJO Coaching that I am is engaged in an independent business enterprise, and that I have complied with all requirements necessary to operate my business, if any, such as licensing, tax, and other related business operation requirements. I shall be solely and entirely responsible for my and my business’ acts and omissions relative to the Program. 

4. Release of Liability and Indemnity

_______ In consideration for Kasey Orvidas allowing me to participate in the Program, I agree that I will not sue KJO Coaching, Kasey Orvidas, or her contractors, affiliates, and representatives and I release KJO Coaching, Kasey Orvidas, and her contractors, affiliates, and representatives from any and all liabilities, claims, demands, actions, causes of actions, costs and expenses of any nature whatsoever arising out of any loss, damage, or injury, including death, that may be sustained by me or my clients, to any property belonging to me or my clients, arising from the Program and/or employing the techniques and/or strategies learned from the Program. I understand that participation in the Program entails inherent risks. I have been given the chance to ask questions concerning this Agreement, and all such questions have been answered to my satisfaction.

_______ I fully understand that any nutrition/lifestyle/fitness/mindset coaching is in no way to be construed as psychotherapy, psychological counseling, or any type of therapy. In the event I feel the need for professional counseling or therapy, it is my responsibility to seek a licensed professional. Additionally, this Certification does not entitle me to provide any psychotherapy, psychological counseling, or any type of therapy to any third party.

_______ Any advice for changes in diet and lifestyle, including the use of supplements and products, are to be pursued entirely at my and my clients’ own discretion and I understand that my client and I should consult a physician, registered dietician, and pharmacist prior to undergoing any dietary or food supplement changes.

 

_______ I agree to defend, indemnify, and hold KJO Coaching, Kasey Orvidas, her officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties (including my clients) against KJO Coaching, Kasey Orvidas, or her contractors, affiliates, and representatives based on a breach by me of any representations or warranties made in this Agreement.

5. Libel and Defamation

_______ I agree to not make any false and/or derogatory statements about KJO Coaching, the Program, the Certification, or any KJO Coaching affiliates. This restriction includes any negative and false statement made to anyone in person, on a social media platform, or through any written medium. Should I make a statement that implicates the reputation of KJO Coaching or its affiliates, the Program, or the Certification, KJO Coaching and its affiliates will have all legal remedies available to them including, but not limited to, suing for damages and/or lost profits, injunctive relief, and/or the initiation of a protective order against me.

6. Confidentiality and Intellectual Property Ownership

a. Confidentiality. KJO Coaching makes assessments, presentations, and modules available to me solely for the purpose of testing my knowledge of the subject matter for which I seek Certification. I am expressly prohibited from disclosing, publishing, reproducing, or transmitting any Confidential Information, in whole or in part, in any form or by any means, oral or written, electronic or mechanical, for any purpose to any person(s). If I disclose Confidential Information in violation of this Agreement or I otherwise undermine the integrity and security of the Program, KJO Coaching reserves the right to revoke my Certification and seek immediate legal action including, but not limited to, seeking an injunction or filing a civil complaint against me in the relevant court of law.

b. Intellectual Property Ownership. KJO Coaching retains all rights, title and interest in and to all Certifications, Programs, Confidential Information and related information and all copyrights, patent rights, trademark rights and other proprietary rights therein (collectively “KJO Coaching Proprietary Information”). All rights in KJO Coaching Proprietary Information are expressly reserved to KJO Coaching. KJO Coaching may pursue all available remedies to protect KJO Coaching Proprietary Information, which may include, without limitation, prosecution to the maximum extent possible under applicable law(s) and to seek, to the fullest extent of applicable law, civil and criminal penalties. Simply put, you cannot take the content contained in the Program and repurpose it for your own profit.

7. Privacy Policy

_______ In order to deliver and administer the Program, and by using our websites and modules or by providing any Personal Data to KJO Coaching, I acknowledge and agree that KJO Coaching may transfer, store and process such Personal Data how it does so choose. KJO Coaching may share my information in the

following ways: (a) to comply with applicable laws or any judicial or regulatory request (including, without limitation, to comply with any subpoenas or court orders), (b) to exercise our legal rights or defend against legal claims related to this Agreement, (c) to investigate, prevent, or take action regarding actual or suspected fraudulent or unlawful activities and/or brand protection matters (such as use of KJO Coaching's trademark without a license), and/or (d) situations involving potential threats to the physical safety of any person. KJO Coaching (i) may, at its sole discretion or (ii) will, as required by applicable law, notify me as to what information has been provided to relevant third parties.

8. Certification

a. Certification Requirements. To become a Health Mindset Coaching Level 2 Certificant, I must meet the minimum requirements of the relevant Program, which includes, without limitation, watching every training video, completing any required section assessments, and earning a passing score on the final assessment client portfolio in accordance with KJO Coaching’s testing guidelines. If I meet these requirements, I will receive a certificate from KJO Coaching signifying my accomplishment. Program requirements for Certification and re-Certification may be available at https://www.healthmindsetcert.com. KJO Coaching may require that you recertify your Certificate and does not guarantee any longevity associated to the Certification. KJO Coaching may change the Program at any time without notice. Accordingly, it is my responsibility to review www.healthmindsetcert.com and any additional correspondence/updates via email as often as it is required to keep me up to date with the requirements of the Program. Such changes may include, without limitation, adding or deleting available Certifications and modifying Certification requirements, changes to recommended training courses, testing objectives, outlines and assessments. I hereby agree to meet (and to continue to meet) the Program requirements, as amended, as a condition of obtaining and maintaining my Certification. Furthermore, I acknowledge that KJO Coaching shall have the complete discretion to award me or not award me the Program Certification, and that my payment for the participation in the Program does not guarantee that I will acquire such Certification.

b. Certification Program Access. I understand that I will not have “lifetime access” to the Program portal (accessible via Kajabi platform), the Program Facebook community, or any other aspects of the Program (collectively, “materials”) after the Program concludes. I understand that if I would like to have continued access to the Program materials I will have to enroll and pay for access to the Program alumni group after the Program concludes and I have received my certificate.

9. Payment Procedure

a. Electronic Funds Transfer (EFT) Request and Authorization: I hereby authorize Kasey Orvidas and KJO Coaching, their contractors, affiliates, and representatives to make periodic charges of withdrawals (EFT Authorization) from the account or card that KJO Coaching has on file for the payment of any and all fees, costs, expenses and any conditions contained in this Agreement and as indicated by my noted preference during my checkout procedure when signing up for the KJO Coaching Program.

 

_______ KJO Coaching offers multiple payment plan options for the Program. I understand that my payment plan selection, as indicated at checkout on the KJO Coaching website, may not change after my execution of this Agreement. My preferred payment structure was indicated to KJO Coaching when I enrolled in the Program and the available pricing referenced is before the application of any promotion/coupon.

_______ I understand that my payment is due based on my selection of the payment plan as noted on the checkout procedure on KJO Coaching’s website. KJO Coaching accepts most credit and debit cards. KJO Coaching does not take any insurance. I understand that there will be no refunds granted, under any circumstances, and I hereby promise to timely make all of my payments regardless of the outcome associated to my utilization of the Program, and I hereby acknowledge that this personalized Program requires a significant time commitment on the part of my coach and does not guarantee any results. I acknowledge that there will be a $25.00 declined payment fee and a $25.00 per day late payment fee if necessary. I further acknowledge and understand that this Program is not a cancel-anytime model.

10. Noncompete and Nonsolicitation

After the Effective Date of this Agreement, I agree that I will not create a health mindset certification program or health mindset coaching program. The term “health mindset certification program” or “health mindset coaching program” shall be defined as any business that provides a certification program or coaching to clients through a growth mindset and/or behavioral strategies based in empirical studies for the purposes of improving physical and/or mental health and/or behavior change and/or client adherence and retention. I understand and acknowledge that the scope of this noncompete shall be across the United States and in the physical and mental fitness, training, or coaching industry. Furthermore, I promise that I will not attempt to hire any employee, or Independent Contractor of KJO Coaching; will not assist in such hiring by another person, organization, corporation, partnership, company, firm, business or other entity; and will not encourage any such employee or independent contractor to terminate their relationship with KJO Coaching. I will not solicit nor accept any customer or prospective customer of KJO Coaching and will not assist in obtaining any such customer or prospective customer for any other person, organization, corporation, partnership, sole proprietorship, company, firm, or other entity; and will not encourage any such customer or prospective customer to terminate its relationship with KJO Coaching.

11. Correspondence

________ Email: I hereby consent to receive Program emails from KJO Coaching and Kasey Orvidas (appointment confirmations, answers to my questions, any other pertinent info/Program related information, etc.).

________ Calls: I hereby consent to receive Program phone messages from KJO Coaching and Kasey Orvidas. This includes calls and/or text messages (appointment confirmations, answers to my questions, any other pertinent info/program related information, etc.)

12. Content

_________ I consent to be interviewed, photographed, videotaped (the “Content”) during my participation in the Program and consent to the release, publication, exhibition, or reproduction of the Content to be used for public relations, news articles or telecasts, education, advertising, research, inclusion on websites, fundraising, or any other purpose by KJO Coaching, Kasey Orvidas, and her affiliates. I hereby release KJO Coaching, Kasey Orvidas, her affiliates and their respective officers and employees, and each and all persons involved from any liability connected with the taking, recording, or publication of said Content, including all interviews, photographs, slides, images, videotapes, or sound recordings. I waive all rights that I may have to any copyright ownership over said Content or to claims for payment or royalties in connection with any exhibition, televising, or other publication of these materials, regardless of the purpose or sponsoring of such exhibiting, broadcasting, or other publication irrespective of whether a fee for admission or film rental is charged. I also waive any right to inspect or approve any photo, video, or film taken by KJO Coaching, Kasey Orvidas or the person or entity designated it by it. I release and discharge KJO Coaching, Kasey Orvidas and their affiliate(s) from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form whether intentional or otherwise, that may occur or be produced in the taking of the pictures, or in any processing toward the completion of the finished product. All negatives and positives, whether prints, video, film, or sound recording are the property of KJO Coaching and Kasey Orvidas or the person or entity designated by it, solely and completely.

13. Limitation of Liability

________ To the maximum extent permitted by law, in no event will KJO Coaching be liable to me for any (i) lost or damaged data, lost revenue, lost income or lost profits, or (ii) special, indirect, consequential or incidental losses, or (iii) punitive damages, regardless of the theory of liability (including negligence), even if KJO Coaching has been advised of the possibility of such damages. The exclusions and limitations of this Section 13 will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Subject to the terms of this Section 13, KJO Coaching’s maximum liability under this agreement shall not exceed the Program fee paid by me to KJO Coaching.

 14. Term and Termination

a. The Agreement commences on the Effective Date and shall remain in effect in perpetuity even after the Program is complete. I acknowledge that KJO Coaching and Kasey Orvidas may, in their sole discretion, terminate this Agreement at any time and for any reason. This includes, but is not limited to, any breaches by me of any of the terms or condition of this Agreement or if I fail to meet any Program requirements. All notices of termination must be made in accordance with the notice requirements set forth in the “Notice” section below. KJO Coaching will provide me with written notice of termination at my last known email and/or physical address. Termination notices sent by KJO Coaching are effective as of the date set forth in the notice. KJO Coaching, without waiving its right to immediately terminate this Agreement, may provide me with fifteen (15) days’ notice to correct any default. If KJO Coaching permits such a cure period, my failure to cure any default within the cure period will automatically cause the termination of this Agreement without further notice. Upon the termination of this Agreement, I shall immediately cease to represent myself as a Health Mindset Coaching Level 2 Certification Certificant , including the return and/or destruction of materials evidencing such Certification.

 15. Miscellaneous

a. Waiver and Modification. I waive the right to challenge the validity and enforceability of this Agreement on the grounds it was transmitted and entered into electronically. I agree that entering into this Agreement electronically is equivalent to signing the Agreement. Failure by either me and/or KJO Coaching to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by both me and KJO Coaching.

b. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the provision, and the remainder of this Agreement will continue in full force and effect.

c. Survival. Sections 4 (Release of Liability and Indemnity), 5 (Libel and Defamation), 6 (Confidentiality and Intellectual Property Ownership), 7 (Privacy Policy), 13 (Limitation of Liability), 14 (Term and Termination), and 15 (Miscellaneous) shall survive termination of this Agreement.

d. Controlling Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of North Carolina and the United States, without regard to its conflicts of laws provisions. Unless otherwise waived by KJO Coaching, at its sole discretion, the exclusive jurisdiction and venue of any action arising out of or relating to this Agreement shall be the Superior Court of North Carolina for the County of Durham or the United States District Court for the Eastern District of North Carolina. Both KJO Coaching and I submit to the exclusive jurisdiction and venue of such courts for the purpose of any such action.

e. Entire Agreement. This Agreement constitutes the entire agreement between me and KJO Coaching with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.

f. Notices. All notices sent or required to be sent shall be in writing or by e-mail to the other party at the address provided by the respective party in writing, via e-mail, or by either party as part of the Program.

g. Assignment. This Agreement and the rights and obligations thereunder with respect to me are personal to me and may not be assigned by any act of me or by operation of law without the prior written consent of KJO Coaching. KJO Coaching shall have the unfettered right to assign this Agreement to any party in its sole discretion.

h. Dispute Resolution. I agree to endeavor in good faith to resolve all disputes arising under or related to this Agreement by mediation. If KJO Coaching and I fail in our attempt to resolve a dispute by mediation, we will submit the dispute to arbitration according to the then prevailing rules and procedures of the American Arbitration Association. North Carolina law will govern the rights and obligations of the parties with respect to the matters in controversy. The arbitrator will allocate all costs and fees attributable to the arbitration between the parties equally. The arbitrator’s award will be final and binding and judgment may be entered in any court of competent jurisdiction.

 16. Disclaimer

_______ By clicking the “I have read and agree to the terms and conditions of this page as follows” checkout box on the KJO Coaching website or initialing and signing this agreement through an electronic signature platform, I acknowledge that any coaching/lifestyle/mindset information given by KJO Coaching and Kasey Orvidas, and her team, contractors, and representatives, through my participation in the Program, is for informational purposes only, and is not intended to be interpreted as the diagnosis, cure or treatment for any medical disease, illness, injury, or ailment. I also acknowledge that my physician and my registered dietician are my primary health care providers and hereby confirm that they are responsible for supervising all changes that I make to my health. I warrant that I will never disregard or advise my clients to disregard any medical advice or delay seeking such advice because of any information given by KJO Coaching, Kasey Orvidas, or their affiliates.

In signing this Agreement electronically or by clicking the “I have read and agree to the terms and conditions of this page as follows” checkout box, I acknowledge that I have carefully read this document, I understand it, and agree to be bound by its terms. Furthermore, I have the right to enter into Agreement and am not restricted by commitments to third parties. I have had sufficient time and opportunity to consult with independent legal counsel regarding this Agreement, and if I have opted not to obtain legal advice prior to executing this Agreement, I will not, in any proceeding relating to the enforcement of rights or obligations under the Agreement, raise my failure to obtain legal advice as a defense or otherwise. I acknowledge that I am engaging in this Agreement voluntarily, without coercion or duress, and I am at least eighteen (18) years of age.