COACHING MASTERY COURSE

This Student Agreement (“Agreement”), between you (“you,” “your” or “Student”) and Integrative Nutrition Inc. (“IIN”), sets forth the terms and conditions of your participation in the IIN Advanced Coaching Course (the “Course”).

Purpose: This Agreement sets forth the terms and conditions of your: (i) participation in the Course; and (ii) use of the Learning Center (“LC”). Upon your enrollment in the Course, you will be bound by this Agreement. IIN reserves the right, at any time and without prior notice, to modify this Agreement and to impose new or additional terms or conditions relating to your enrollment and use of IIN’s educational resources. Modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement, which will be accessible to you on the LC. Your continued use of, or access to the Course, and/or the LC, and/or other IIN educational resources, online portals, repositories, and/or systems will be deemed an acceptance of this Agreement and any subsequent changes, as it is updated from time to time, and shall signify that you have read and understand the terms and conditions set forth herein.

• 1. Eligibility. To be eligible for the Course, you must:
  a. be 18 years of age or older at the time of enrollment;
  b. be a current student or graduate of IIN Health Coach Training Program (“HCTP”) at the time of enrollment;
  c. have read and accepted the terms of this Agreement;
  d. have access to a computer with Required Software, as that term is defined below.
• 2. Services and Benefits
  a. In consideration of your agreement and compliance with the terms of this Agreement, IIN will make available to you and/or otherwise provide:
  i. access to course modules in the LC (“Course Modules”);
  ii. written course materials designed and/or made available by IIN to advance your understanding of the Course (“Course Materials”); and
  iii. archives of the Course Modules, and Course Materials (“Archives”) made available online for a period of one year following the Course end date.

  b. You understand and acknowledge that you are responsible to ensure that you have the required and compatible computer(s), equipment and software (collectively, “Required Software”) necessary for you to view and access the Course Modules, Course Materials, and Archives. The Required Software is identified in the System Requirements link below. You also understand and acknowledge that communication with IIN will be by email and other online written media. You are responsible to keep up-to-date the email address associated with your LC account. You understand that IIN and/or Instructors may launch interactive forums on Facebook and/or other social media websites (collectively, “Social Media”) associated with the Course. While participation in such interactive forums is voluntary, you are encouraged to participate. You further understand that such participation may require you to subscribe and/or join such Social Media.

• 3. Tuition. By enrolling in the Course, you understand and agree to pay the full tuition, notwithstanding the Refund and Withdrawal Policy set forth below.
  a. For those who enroll in the Course and pay the tuition in-full and in one payment at the outset of the Course, the tuition shall be $995 USD and payable immediately upon enrollment.
  b. For those who enroll in the Course and wish to pay in two installments, the tuition, including interest, shall be $1,100 USD and payable as follows: $550 payable immediately upon enrollment and the final payment of $550 will be automatically billed to your credit card sixty days after the date of your enrollment.
  c. For those who enroll in the Course and wish to pay in three installments, the tuition, including interest, shall be $1,125 USD and payable as follows: $375 payable immediately upon enrollment; $375 will be automatically billed to your credit card sixty days after the date of your enrollment; and the final payment of $375 will be automatically billed to your credit card 120 days after the date of your enrollment.
  d. Tuition payments must be made by credit card online.
  e. Students who comply with all of the foregoing “Tuition” paragraphs will be deemed to be in good financial standing (“Good Financial Standing”).
  f. If you fail to make a timely tuition payment, for any reason (“Financial Default”), you will no longer be in Good Financial Standing with IIN and may be immediately suspended from the Course LC and will be subject to the Removal Policy in Article
  g. Payment of the applicable amount of tuition listed above shall constitute the full amount due with respect to the Course. No additional payments shall be required for any of the Services and Benefits set forth in Article 2 of this Agreement.
• 4. Removal Policy
  a. Removal of students from the Course is initiated by IIN.
  b. Removal of Students Not in Good Financial Standing. You will have two (2) weeks to cure any Financial Default and to reacquire Good Financial Standing status, after which you may be removed from the Course. Removal for failure to cure a Financial Default and acquire Good Financial Standing may result in your ineligibility to enroll in other IIN courses, including other post-HCTP Courses, through any installment payment plans otherwise available in such other course(s), and you may be required to pay for such other course(s) in full.
  c. Removal of Students Not in Good Academic Standing. Good academic standing (“Good Academic Standing”) is achieved through compliance with this Agreement and any other policies of guidelines imposed by IIN. Students who are deemed as not being in Good Academic Standing may also be removed from the Course, in IIN’s sole and absolute discretion.
  d. Students removed from the Course pursuant to this Article 4 may be subject to charges, including, but not limited to, remaining tuition payments owed.
• 5. Refund and Withdrawal Policy
  a. You will remain in Good Financial Standing with IIN and receive a full refund of any paid tuition if you withdraw from the Course within two (2) weeks of the Course start date (by April 17, 2017) (“Refund Deadline”), subject to the following:
  i. You must be in compliance with all of the provisions of this Agreement and otherwise in Good Financial Standing and Good Academic Standing with IIN and its affiliates in connection with this Agreement and any other agreements and/or courses with IIN and/or its affiliates.
  ii. You must provide written notice of your withdrawal to IIN at the following e-mail address: support@advancedcoachingcourse.com.
  iii. IIN must receive your written notice of withdrawal, at the e-mail address listed above, no later than 11:59 p.m. ET on April 17, 2017. You will not receive a refund if IIN receives your notice of withdrawal after the April 17, 2017 deadline.
  iv. You may also be required to sign a Refund Agreement and return it to IIN at the foregoing email address within ten (10) business days of receipt of the Refund Agreement from IIN.
  v. If a student changes their Course start date, the two week refund period shall run from the start date of the First Course (as defined below), not the start date of the later Course transferred into. However, those who avail themselves of the free transfer under Article 6(e) are ineligible for any refund under this Article 5.

  b. Upon IIN’s receipt of your notice of withdrawal, you will no longer have access to the Course LC or any other Services or Benefits available to students of the Course.
  c. Withdrawal after Refund Period. Students on payment plans who withdraw after the two week refund period will not be entitled to a refund of any monies already paid, and will incur a cancellation charge as follows:
  i. Students who are paying for the Course in two installments and who withdraw before the due date of their final installment payment of $550, shall incur a $100 cancellation charge.
  ii. Students who are paying for the Course in three installments and who withdraw between their first and second installment payments (i.e. have an outstanding tuition balance of $750), shall incur a $150 cancellation charge.
  iii. Students who are paying for the Course in three installments and who withdraw between their second and third installment payments (i.e. have an outstanding tuition balance of $375), shall incur a $75 cancellation charge.
  iv. Students who comply with all of the foregoing “Withdrawal after Refund” policies in this paragraph © shall remain in Good Financial Standing and shall be eligible for enrollment in other post-HCTP courses through a payment plan.

• 6. Transfer Policy and Fee
  a. You may transfer from the first Course in which you are enrolled (the “First Course”) to the next available Course as long as you:
  i. Request the transfer before the conclusion of the First Course (the release of Module 35);
  ii. Pay your tuition for the First Course in-full in accordance with the payment schedule in Article 3; and
  iii. Pay a $75 USD transfer fee prior to the start of the next available Course to which you seek to transfer.

  b. The transfer fee is charged to cover Course and administrative costs such as IT and personnel costs.
  c. You may only transfer one time and you may only transfer to the next available Course following your First Course. You may not postpone your First Course indefinitely or transfer to a Course beyond the next available Course following your First Course.
  d. You acknowledge that the two week refund period set forth in Article 5 shall run from the start date of the First Course, not the start date of the later Course transferred into.
  e. The Transfer Policies and Fee set forth in paragraph (a) of Article 6 will be waived for current students in IIN’s HCTP who:
  i. enroll in the April 2017 Course;
  ii. notify IIN on or before May 1, 2017 that they wish to transfer to the next available Course because they cannot balance the workload required by their simultaneous
  iii. pay their tuition for the April 2017 Course in-full and in one payment in accordance with the payments schedule in Article 3. Those who avail themselves of this free transfer are ineligible for any refund under Article 5. Students currently in HCTP and enrolled in the April 2017 Course who do not provide timely notice, on or before May 1, 2017, under this paragraph (e) of their intention to transfer to the next available course may still transfer provided that they comply with all of the requirements of paragraph (a) of Article 6. However, they will not be eligible for the free transfer under this paragraph (e) and will be required to pay the transfer fee.

• 7. Re-enrollment for Graduates. Students who graduate from the Course and are in Good Financial Standing and Good Academic Standing may re-enroll in the Course, subject to Course availability, and receive a discount of $250.00 USD. This discount may only be used if you re-enroll in the Course within one (1) year of the date of your graduation from the Course. You may receive a discount of $75.00 to re-enroll beyond one (1) year of the date of your graduation from the Course.
• 8. Intellectual Property
  a. Subject to applicable law, all original works created by you and other students enrolled in the Course, whether complete or incomplete, constitute the intellectual property of those who created such works (each a “Student Owner”).
  b. Use of another Student’s work, in whole or part, without the express permission of the Student Owner may constitute a violation of law, is strictly prohibited as Inappropriate Conduct, as that term is defined below, and/or may constitute grounds for expulsion from the Course.
  c. You acknowledge that all of the materials, concepts, techniques, methods, curricula, and other information including without limitation intellectual property and Confidential Information (collectively, “the Materials”) to which you have been exposed in connection with the Course, whether exposure was oral and/or in writing, directly or indirectly, are proprietary to, and the sole and exclusive property of IIN, the Instructor who created the Materials, or third parties who have duly licensed to IIN, use of the Materials. You acknowledge that the Materials constitute commercially valuable and confidential property of IIN, the design and development of which required extensive investment and substantial effort, time, and money. You further acknowledge that the Materials are organized and presented by IIN in such a manner as to make them distinctive property of, and proprietary to, IIN, even if some of the Materials (or versions thereof) may be available in the public domain. All rights in and to the Materials, including any copyrights, trade names, trademarks, logos and/or service marks therein, whether as owner of the same or as licensee, are expressly reserved by and to IIN, the Instructor who created the Materials, or third parties who have duly licensed to IIN, use of the Materials. You will not reproduce, copy or otherwise duplicate, distribute, lend, sell, or otherwise transfer or disclose to any individual, business or other party, any of the Materials without the prior written consent of IIN, the Instructor who created the Materials, or third parties who have duly licensed to IIN, use of the Materials (which such consent may be withheld in the sole and exclusive discretion of IIN, the Instructor who created the Materials, or third parties who have duly licensed to IIN, use of the Materials, respectively).
  d. You are granted a revocable, non-exclusive license to use the Materials for the purpose of advancing your understanding of the Course.
  e. Without limiting the generality of the foregoing, you will not, under any circumstances, use the Materials for the purpose of:
  i. creating a rival course or program;
  ii. assisting or instructing third parties with respect to the subject matter of the Course (i.e., persons who are not enrolled in the Course); or
  iii. passing off the Materials as your own work

  f. You represent that you own all intellectual property rights for/to any materials that you publish, and post on or transmit through the LC and/or IIN’s online portals and repositories (“your content”), or have permission to do so, and agree to defend, indemnify, and hold IIN harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) relating to allegations that your content infringes on another’s intellectual property, violates another’s rights, and/or is otherwise actionable.
  g. The Terms of this Article 8 shall survive termination of this Agreement

• 9. Respect. You acknowledge and agree that the Course community can thrive only if students and members of the faculty and administration have respect for one another. In light of the vibrant community we are dedicated to building together, you will refrain from using language and/or engaging in conduct on the LC and on any IIN social spaces (including, without limitation, Facebook, Twitter, YouTube, LinkedIn, Tumblr, and Google+) that is or may be considered harassing, harmful, obscene, incendiary, threatening, or defamatory (singularly or collectively, “Inappropriate Conduct”), regardless of its intended target. Whether or not your conduct constitutes Inappropriate Conduct will be determined in IIN’s sole and exclusive judgment. If it is determined that you have engaged in Inappropriate Conduct, your participation in the Course will be terminated, your Tuition will be forfeited, and you will not receive any refund. There may also be additional legal consequences for your commission of Inappropriate Conduct. The terms of this Article 8 shall survive termination of this Agreement.
• 10. Current Information. You will provide to IIN, current, complete, and accurate information to keep your registration in the Course up to date. This information shall include, but is not limited to, valid email and postal addresses, and a telephone number at which you may be reached.
• 11. Non-Compete. You understand and acknowledge that IIN has devoted extensive time, effort and financial resources to promoting and developing the Course, Course Modules, and Course Materials (collectively, “IIN’s Intangible Assets”).
  In recognition of IIN’s Intangible Assets, and in consideration of IIN’s having made available to you, the Services and Benefits set forth in Article 2 of this Agreement, you, during your participation in the Course, and for a period of three (3) years thereafter, will not work for, become employed by, own as a shareholder, partner, member, joint venturer or otherwise, and/or otherwise participate in, any school or institute: (i) that competes with IIN and/or (ii) the primary or secondary purpose of which is to educate, train, teach, and/or otherwise provide instruction to third parties (e.g., persons who are not registered in the Course) with respect to the subject matter of the Course.
  Notwithstanding the foregoing, nothing shall prevent you from owning shares in a publicly-traded company, registered on national exchanges. You agree that the limitations as to the time and scope in this Article (and those set forth in Article 8) are reasonable, that Services, Benefits and other consideration you have received and/or are slated to receive, fully compensate you for your acceptance of this Agreement and that IIN would suffer irreparable injury if you were to engage in competitive activity in violation of the provisions of this Article. You specifically acknowledge and agree that the foregoing restrictions (and those set forth in Article 8) are necessary to protect IIN’s legitimate interests and that IIN would not have entered into this Agreement in the absence of such restrictions. The terms of this Article 11 shall survive termination of this Agreement.
• 12. Non-Disparagement. You agree not to disparage IIN or any of its members, officers, directors, employees, or agents. For purposes of this Article, “disparage” shall mean any negative statement, whether oral or written, whether in print or electronic form, including, without limitation, on any Internet site or web application such as Facebook, YouTube, Instagram, chat forums, communities, and/or message boards. You acknowledge and agree that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in your disqualification from the Course. You further acknowledge that if it becomes necessary to commence legal action to ascertain your name from an anonymous post, you will be responsible for all legal and related fees and costs associated therewith. The terms of this Article 12 shall survive termination of this Agreement.
• 13. Disclaimer. You understand and acknowledge that developing coaching skills requires, among other things, patience, dedication, perseverance, and practice, and that, your participation in the Course does not guarantee any particular result. This Course and the LC are provided on an “as is,” “as seen” and “as available” basis. You expressly agree that your participation in the Course and use of the LC and its content is at your sole risk. To the fullest extent permissible under applicable law, IIN and its affiliates hereby disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. You expressly agree that your participation in the Course and use of all of its content and/or data distributed or otherwise made available by IIN or downloaded or accessed by you, is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business, computer system or loss of data that results from the download of such content and/or data. Except as otherwise agreed in writing, neither IIN nor its affiliates have any responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of any advice, opinion, statement or other content or of any products or services distributed or made available by third parties in connection with the Course. IIN does not make any warranty that the LC will be uninterrupted, timely, secure, error free or, that defects, if any, will be corrected. The terms of this Article 13 shall survive termination of this Agreement.
• 14. Limitation of Liability. To the extent permissible under applicable law, IIN, its members, officers, directors, employees, agents, affiliates, and licensors, assume no responsibility for any damages suffered by a user, including, but not limited to, loss of data from delays, non-deliveries or misdelivery of content or email, errors, system downtime, network or system outages, file corruption or service interruptions caused by the negligence of IIN, its members, officers, directors, employees, agents, affiliates, and licensors, and/or a user’s own errors and/or omissions except as specifically provided herein. IIN, its members, officers, directors, employees, agents, affiliates, and licensors, disclaim any warranty or representation that confidentiality of information transmitted through the LC will be maintained. No advice or information, whether oral or written, obtained by you from IIN shall create any warranty not expressly stated in writing. Some states do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not be applicable to you. The terms of this Article 14 shall survive termination of this Agreement.
• 15. Indemnification. Student agrees to defend, indemnify and hold harmless IIN and its members, officers, directors, employees, affiliates, representatives and agents, from and against any claims, demands, lawsuits, judgments, damages, liabilities, losses or causes of action, and/or expenses, including attorneys’ fees, arising either directly or indirectly from the Student’s participation in the Course. The terms of this Article 15 shall survive termination of this Agreement.
• 16. Complete Agreement. This Agreement represents the entire agreement between you and IIN with respect to the Course and the matters set forth herein. Except as specifically provided for herein, any and all prior agreements, promises, understandings and/or representations, whether oral or written, relating to the Course are hereby canceled, terminated, and superseded by this Agreement, and such other prior agreements shall be null and void.
• 17. Modifications. This Agreement may not be changed or modified except in a written agreement that has been signed by an authorized representative of IIN.
• 18. Choice of Law. This Agreement will be interpreted and applied in accordance with New York law (without regard to the conflicts of law provisions thereof) for contracts that are entered into and performed in New York.
• 19. Arbitration. THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER. In the event a dispute arises between Student and IIN, either arising from this Agreement or otherwise pertaining to any relationship between the parties, THE PARTIES SHALL SUBMIT TO BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. ANY ARBITRATION COMMENCED BETWEEN THE PARTIES MUST TAKE PLACE IN NEW YORK, NEW YORK. STUDENT UNDERSTANDS THAT CERTAIN LEGAL RIGHTS WILL BE FORFEITED, INCLUDING THE RIGHT TO SUE IN COURT, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO BRING, OR BE PART OF, A CLASS ACTION CASE. ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION WITH OR AGAINST OTHER STUDENTS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS. Student further agrees that the arbitrator shall not be empowered to award incidental, consequential or punitive damages, and that the maximum recovery allowable under this Agreement shall be return of such funds previously paid by Student to IIN under this Agreement. RULES FOR THE AMERICAN ARBITRATION ASSOCIATION ARE AVAILABLE AT: https://www.adr.org.
  If Student needs to initiate an arbitration claim, the student must serve notice to IIN by regular and certified mail (return receipt requested) at the following address: Legal Department, Integrative Nutrition Inc., 245 Fifth Avenue, New York, NY 10016. If IIN needs to initiate an arbitration claim, it shall notify the Student at the address provided in the enrollment process or such other address as has been provided in writing to IIN by the Student.
• 20. Bound Parties. This Agreement shall extend to, be binding upon, and inure to the benefit of the parties and their respective successors, heirs and assigns.
• 21. Enforceability. In the event that any term, provision, covenant or condition of this Agreement is found to be invalid, illegal or otherwise unenforceable (each an “Unenforceable Provision”), such Unenforceable Provision shall be severed, the remainder of the Agreement shall continue in full force and effect, and such Unenforceable Provision shall be reformed to provide the maximum protection to IIN permissible under law.
• 22. Waiver. No waiver of, or delay in, enforcement of any provision of this Agreement by IIN shall be deemed to constitute a waiver thereof, unless in writing, signed by an authorized representative of IIN.