PQi Practitioner Terms and Conditions

Congratulations and Welcome to the AchieveUnite Inc. PQi® ® Practitioner Certification Program and to the AchieveUnite Inc. PQi® Practitioner Certified Team! 

COMMITMENT FORM 

You are on your way to becoming a certified AchieveUnite Inc. PQi®  Practitioner.  

By signing this Commitment Form, Team Member acknowledges that Team Member has received a copy of the Standard Terms and Conditions below and has read, agrees with, and will be bound by the Standard Terms and Conditions and the Commitment Form, and Team Member commits to the Program and payment of the Total Program Fee provided above. Team Member authorizes AchieveUnite Inc. (the “Company”) to debit Team Member’s account or charge Team Member’s credit card given for the Total Program Fee as provided above. Team Member understands that Team Member is indebted to the Company for the Total Program Fee, regardless of whether Team Member uses the Program, except as otherwise set forth in the Standard Terms and Conditions. 

RIGHT OF CANCELLATION: 

FOR ALL STATES EXCEPT ALASKA, IN ADDITION TO ANY RIGHT TO OTHERWISE REVOKE AN OFFER, YOU MAY CANCEL THIS AGREEMENT UP TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE THAT YOU SUBMIT THIS AGREEMENT TO THE COMPANY, WHICH EXCLUDES SUNDAYS AND LEGAL HOLIDAYS OF THE STATE OF ALEXANDRIA, VA, AFTER WHICH THERE ARE NO REFUNDS EXCEPT AS OTHERWISE PROVIDED HEREIN. FOR ALASKA, YOU MAY CANCEL THIS AGREEMENT BY PROVIDING WRITTEN NOTICE AT ANY TIME PRIOR TO MIDNIGHT OF THE FIFTH (5TH) DAY AFTER THE DATE THAT YOU SUBMIT THIS AGREEMENT TO THE COMPANY, AFTER WHICH THERE ARE NO REFUNDS EXCEPT AS OTHERWISE PROVIDED HEREIN. TO CANCEL THIS AGREEMENT, YOU MUST TRANSMIT A SIGNED AND DATED NOTICE OF CANCELLATION TO US EITHER BY E-MAIL AT INFO@ACHIEVEUNITE.COM OR IN WRITING BEFORE MIDNIGHT OF THE THIRD (OR FIFTH, IF ALASKA RESIDENT) BUSINESS DAY TO ACHIEVEUNITE INC., 8302 CENTERBROOK PLACE, ALEXANDRIA, VA 22308. THE NOTICE MUST STATE THAT YOU ARE CANCELLING THIS AGREEMENT OR WORDS OF SIMILAR EFFECT. 

ACHIEVEUNITE INC. PQi®  PRACTITIONER CERTIFICATION PROGRAM
STANDARD TERMS AND CONDITIONS 

These Standard Terms and Conditions (this “Agreement”) are made and entered into as of the date provided on the commitment form attached to this Agreement (the “Commitment Form”), by and between AchieveUnite Inc., a Virginia-based C Corporation with offices at 8302 Centerbrook Place, Alexandria, VA 22308 and the registrant named on the Commitment Form (“Team Member”). The Company and Team Member are sometimes collectively referred to as the “Parties” or individually as a “Party”. 

RECITALS 

  1. Team Member commits to becoming an AchieveUnite Inc. PQi®  Practitioner using the materials and programs that are part of the AchieveUnite Inc. PQi®  Practitioner Certification Program as developed by the Company (the “Program”). The training, products, and programs used in the Program are collectively referred to as the “Program Materials.” Team Member commits to be trained to provide AchieveUnite Inc. PQi®  Practitioner training and/or coaching or speaking to Team Member’s students and will be provided with a license to teach the following programs (the “AchieveUnite Programs”): (i) PQi®  Foundations (ii) PQi®  for Business Applications (iii) PQi®  for Internal & External Teams

B.  Upon completion of the PQi®  Certified Practitioner Program, Team Member will have the opportunity to refer to himself or herself as an “AchieveUnite PQi®  Practitioner” to the terms of this Agreement and to use the Program training for (i) personal growth, (ii) training within Team Member’s organization, (iii) leading mastermind groups and others in the pursuit of personal and professional growth and development. 

  1. The Company seeks to assist Team Member in developing his or her facilitating and/or coaching by licensing and allowing Team Member to use various intellectual property owned and marketed exclusively by AchieveUnite Inc., a Virginia-based C Corporation.

STATEMENT OF AGREEMENT 

In consideration of the mutual promises, covenants, and obligations set forth herein, the Parties agree as follows: 

  1. Training of Team Member. 

(a)  Team Member will be an AchieveUnite Inc. PQi®  Practitioner and/or Coach upon successful completion of the Program which requires attendance at either a virtual or in-person Certification Training Program. The AchieveUnite Certification Training Program will be provided at locations and times chosen by the Company. Team Member will also be required to attend an AchieveUnite Inc. annual live event as part of the PQi®  Practitioner and Coaching Community. Team Member is solely responsible for (i) all costs and expenses related to the completion of the Certification Training Program and the Annual Live Event, including transportation, parking, accommodations, and meals, unless otherwise designated by the Company, and (ii) the costs and expenses related to Team Member’s coaching and training, including the costs of collateral materials and tools used and materials developed by AchieveUnite Inc. If Team Member has not paid the total program fee provided on the Commitment Form (the “Total Program Fee”) in full, Team Member acknowledges that the Company may limit the availability of the Program Materials to the Team Member until all payments have been submitted. In no event will Team Member be permitted to participate in the Annual Live Event until the Total Program Fee has been paid in full. To attend the Annual Live Event, Team Member must pre-register once the Company posts the pre-registration requirements on the Online Platform, as defined hereinafter, and pay a registration fee, if applicable. Team Member is expected to attend the first (1st) Annual Live Event for which Team Member is scheduled by the Program Administrator (“Team Member’s Annual Live Event”). 

(b)   If registration for Next Gen Partnering Summit Annual Live Event is already open at the time Team Member enrolls in the Program, then Team Member will have ten (10) business days from the date of enrollment to register for the Annual Live Event, regardless of the payment plan Team Member has selected or the amount still owed, if applicable. If registration for the Annual Live Event is not open at the time that Team Member enrolls in the Program, Team Member must register for the Annual Live Event within ten (10) business days of registration opening for the Annual Live Event. If Team Member does not register for the Annual Live Event within these time frames, the Company may permit Team Member to defer registration to a later Annual Live Event in accordance with Section 1(c). 

(c) If Team Member’s PQi®  Certification Program falls within three (3) months of the Annual Live Event, they may request via email to attend the following year’s Annual Live Event.  Further, if Team Member does not attend a Conference within fifteen (15) months from the date of Team Member’s execution of the Commitment Form and an Annual Live Event has been offered by the Company during that time, then until Team Member attends an Annual Live Event, the Company may, in its sole discretion, suspend all of Team Member’s rights and privileges to participate in the Program including: (i) suspension of Team Member’s access to the Program Materials, (ii) suspension of Team Member’s right to participate in any meetings included in the AchieveUnite  Training, (iii) removal of Team Member’s Personalized Website (as defined in Section 9) and (iv) suspension of Team Member’s license to use the Program Marks (as defined in Section 4). Any notices pursuant to this Section shall only be deemed received by the Company if sent to and acknowledged back by the Program Administrator at info@achieveunite.com. 

(d) Team Member acknowledges and agrees that Conferences and any related events and activities before, during, and after the Conferences (“Related Conferences”) are intended solely for the benefit of persons enrolled, preregistered and accepted by the Company for such Conferences. If Team Member takes any action that is deemed by the Company to disrupt or interfere with a Conference, the Related Conferences, or the attendees thereof, the Company may terminate the Term of this Agreement, including (i) Team Member’s license to use the AchieveUnite Programs. (ii) his or her ability to describe himself or herself as an AchieveUnite Practitioner: Certified Team Member and (iii) Team Member’s Personalized Website. The disruption and interference with a Conference and Related Conferences shall include, but not be limited to: (A) meeting(s) with participants of a Conference on the dates of such Conference, including, but not limited to, Related Conferences, if Team Member has not registered for the Conference, and (B) soliciting, selling, distributing materials of any kind, posting of links or marks, promoting products and/or services to participants at a Conference or a Related Conference. This prohibition against disruption and interference with a Conference or Related Conferences includes action(s) taken at the hotel location of the Conference, the Related Conferences or any surrounding hotels being utilized and promoted for use by the Company or any AchieveUnite IP Owner or employees or agents thereof. Unless Team Member is registered for a Conference or has received the prior written consent of the Company after at least ten (10) days advance notice thereof, Team Member may not be a registered guest or physically on the property at the hotel location of the Conference or its surrounding hotels being utilized and promoted for use by the Company or any AchieveUnite  IP Owner including, but not limited to, during all Related Conferences (which shall include such events similar to staff meetings, post-event workshops, and other such meetings.) Any notices pursuant to this Section shall only be deemed received by the Company if sent to and acknowledged in writing by the Program Administrator info@achieveunite.com 

(e) Attendance at the AchieveUnite Inc. Annual Next Gen Partnering Summit is included with the payment of the Total Program Fee. The Company, in its discretion, may permit Team Member to attend additional Conferences subject to availability and payment of an audit fee to be determined by the Company. 

2.  Training and Products Provided. 

(a) A description of the Program Materials and availability of resources provided to Team Member as part of the AchieveUnite Training is set forth on the Team Member Offering of the AchieveUnite Inc. PQi®  Practitioner Certification Program and the Access Level Sheet to the Online Platform. The Company reserves the right to modify the Program Materials and availability to access the resources and will post any changes thereto on the official Online Platform for the Programas determined by the Company. 

(b) No Team Member may download, copy, screen share, record, distribute, or in any way remove or share the teaching content and intellectual property on the Online Platform without prior written consent of the Company. The teaching content includes any recorded calls or videos posted to the Online Platform, any posted faculty, any employee or sub-contractor working in association with the Program, or any person who identifies as a stand-in or substitute teacher or trainer. Approved branded promotional materials such as brochures, templates, logos, and promotional pictures may be downloaded and used within the terms of this Agreement.  Any Team Member who is unsure of their use and access rights bears the responsibility to request information relating to such Team Member’s rights related to the Online Platform and content related thereto prior to attempting to download, copy, screen share, record, distribute, or in any way remove or share the teaching content and intellectual property on the Online Platform by emailing info@achieveunite.com.  At no time may a Team Member video or audio record any portion of any Conference, Related Conference, or any other event sponsored or hosted by or associated with the Company. From time to time and at the sole discretion of the Company, Team Member may be given the right to audio record at certain live events, and Team Member’s right to do so will be clearly posted and announced at the start of each event. 

3. License to Use the Programs. 

(a) The Company grants to Team Member a limited, non-exclusive, non-assignable, non-transferable, and revocable license (without the right to grant sublicenses) to use the Programs, including any workbooks, teaching guides, coaching manuals, scripts, and PowerPoint presentations provided by the Company for the Programs (the “License”), for the live coaching, training, and speaking of the Team Member’s students. While Team Member may use the Programs for such purposes, Team Member is not authorized to certify any person or entity. Further, except for the PQi®  Programs, all Program Materials are for the use of Team Member personally and may not be used by Team Member for the teaching or coaching of Team Member’s students or any other person without the Company’s express permission. Team Member may not, without the prior written approval of the Company, create or distribute products or marketing materials such as videos, books, webinars, DVDs, CDs, or other content delivery devices using the Program Materials or any derivation thereof regardless of whether the products or materials are offered for sale. The License is conditioned upon Team Member’s compliance with of all the terms and conditions in this Agreement and the rules and policies developed by the Company from time to time for the Program and related to the use of the Program Marks (as defined in Section 4 hereof) and the Program Materials. 

(b) Team Member acknowledges that the Program Materials are the exclusive property of AchieveUnite Inc., and protected by copyright, trademark, and other intellectual property laws, both domestic and international. Nothing in this Agreement will be construed as transferring, assigning, or conveying any ownership or proprietary rights to the Program Materials from AchieveUnite Inc. to Team Member or any other person or entity. Team Member may not remove, alter, or obscure any copyright, legal, or proprietary notices in or on any portion of the Program Materials. Team Member will not duplicate, modify, distribute, or otherwise use the Program Materials in any format other than the format in which they were provided to Team Member without the prior written consent of the Company. 

(c) Team Member has the right to use the Program Materials only as specifically set forth in this Agreement. Team Member does not have the right to use the Program Materials or any other copyright, trademark, trade name, or other intellectual property asset of the AchieveUnite Inc. Inc. for any other purpose including, but not limited to, the following technical uses: (i) creating an archive; (ii) using in a searchable, machine-readable database; (iii) modifying, reverse engineering, decompiling, storing, copying, reproducing or distributing; (iv) creating derivative works (as defined in the U.S. Copyright Law, 17 U.S.C. Section 101 et. seq.); (v) adapting or incorporating into other Program Materials, products, programs or services; or (vi) selling, sublicensing, leasing, time-sharing, publishing, advertising, promoting or broadcasting, without the prior written consent of the Company. 

(d) Team Member agrees not to loan, transfer, convey, lease, license, or sub-license or sell any of the Program Materials or resources to any person or entity (a “Third Party”) without the prior written consent of the Company. Notwithstanding the foregoing, the Company, in its sole discretion, may permit Team Member to share Program Materials with other participants in the AchieveUnite Training through the Online Platform. Team Member will not charge a fee or any other form of consideration to assist, train, or guide another Team Member through the Program or the Online Platform without the prior written consent of the Company. 

(e) Team Member may request that the Company customize the Program Materials or, with the prior written consent from the Company, Team Member may customize the Program Materials. The Program Materials are deemed to have been customized if any changes, substantial or not, are made to the Program Materials from the form in which they were provided to Team Member by the Company. By way of example, the Program Materials are considered customized if Team Member’s name or logo is added to a page within a workbook, if changes are made to the workbook text, or if new handouts are included with the workbook. If the Program Materials are customized, any modifications, improvements, changes, or additions to the Program Materials (excepting any of Team Member’s trademarks or trade names) that are in whole or in part derivative of the Program Materials, whether created by Team Member, the Company or otherwise, will be the sole and exclusive property of the applicable AchieveUnite IP Owner, and Team Member assigns and transfers to AchieveUnite Inc. all of Team Member’s right, title and interest to any such customizations made to the Program Materials. 

4. Trademark. Team Member is permitted to promote its affiliation with the Program solely for purposes of promoting Team Member’s abilities as a coach, facilitator, and speaker and as a part of any biographical description of Team Member using the following description: “[Team Member’s name] is an AchieveUnite Inc. PQi® Practitioner: Certified Facilitator” or “[Team Member’s name] is an AchieveUnite Inc. PQi®  Practitioner: Certified Coach.” Team Member may not alter the logo in color, text, or design in any way. Upon prior written consent of the Company, Team Member may use the “AchieveUnite Inc. PQi® Practitioner” mark and the other marks provided for use to Team Member by the Company from time to time (collectively, the “Program Marks”) in any size and in conjunction with Team Member’s own materials and other promotional media solely for purposes of promoting Team Member’s abilities as a coach, trainer, and speaker. Notwithstanding the foregoing, no approval is required for Team Member’s use of materials using the Program Marks provided by the Company to Team Member. The Program Marks may be used only in a manner and to the extent specifically authorized by the Company. The Company specifically prohibits the use of the Program Marks or any variation of the Program Marks in any Internet Domain Name, URL, social media name, or other identifier or e-mail address, except those provided by the Company to Team Member. The Company reserves the right to obtain the transfer of any unauthorized domain name upon request and without reimbursement. Team Member acknowledges that Team Member has no right or license to use PQi®  name or likeness or any derivatives thereof except as specifically provided in this Agreement or as otherwise may be granted in writing by the Company or AchieveUnite Inc.  

5. Refund. Team Member understands that Team Member will be entitled to a partial refund of the Total Program Fee (or, if Team Member has not paid the full Total Program Fee, such amounts that have been paid to the Company as of the date of the written refund request in accordance with this Agreement), less a $250 administrative fee, and less the hard costs of any Program Materials already provided to Team Member; provided that Team Member must request a refund within thirty (30) days from the date Team Member signed the Commitment Form or within thirty (30) days from the date Team Member’s initial payment of the Total Program Fee is received (whichever period is later). If any amounts are refunded to Team Member, Team Member’s license to use the Program Materials and to describe himself or herself as an AchieveUnite Inc. PQi®  Practitioner and/or Coach will be automatically revoked. Except as provided above, the Total Program Fee or any portion paid thereof which has been paid is non-refundable. Any notices pursuant to this Section shall only be deemed to have been received by the Company if sent to and acknowledged back by the Program Administrator at info@achieveunite.com. 

6. Relationship of Parties. Team Member acknowledges that Team Member has no direct relationship with AchieveUnite Inc. Team Member has no relationship with the Company other than as licensee pursuant to Section 3 of this Agreement. It is the express intention of the Parties that Team Member is not a legal employee, joint venturer, or franchisee of AchieveUnite Inc. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, or franchise between Team Member and the Company, the AchieveUnite Inc. Team Member will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of the Company any member of the AchieveUnite Inc. team. 

7. Quality Control. 

(a) Team Member acknowledges and is familiar with the high standards, quality, style, and image of the Program, the Company, and the AchieveUnite Inc., and Team Member at all times shall conduct his or her business and use of the Program Marks in a manner consistent with these standards, quality, style, and image. Team Member will not use the Program Materials or Program Marks in a manner which is deemed, in the sole discretion of the Company, to be detrimental to the good reputations of the Program, the Company, and/or any member of the AchieveUnite Inc.  

(b) At any time during the term of this Agreement, the Company shall have the right to inspect, audit, and listen to Team Member’s use of the Program Materials in Team Member’s coaching, training, and speaking (without any fee or cost imposed by Team Member) to determine: (a) the quality of the delivery or presentation; (b) the appropriate use of the License by Team Member; and (c) Team Member’s adherence and compliance with this Agreement. The Company will provide Team Member with reasonable notice of its intent to exercise this right and will attempt to use methods or means least burdensome to Team Member and Team Member’s students in exercising this right. 

8. Confidential Information. 

(a) From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products, services, confidential intellectual property, and other sensitive or proprietary information (collectively, “Confidential Information.”) 

(b) Confidential Information shall not include information that, at the time of disclosure (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party was not prohibited from disclosing such Confidential Information; (iii) was known by or in possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. 

(c) The Receiving Party shall (i) safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity. 

9. Personalized Replicated Website Page: The Company will provide Team Member with a PQi®  Personalized website page for use by Team Member. Team Member will not be required to pay any fee for the initial set-up and first year of use of the Personalized Website.   

10. Non-Solicitation of Other Team Members; No Self-Promotion. Team Member hereby acknowledges and agrees not to, without the prior written consent of the Company, solicit other participants in the AchieveUnite  Training for the provision of goods or services by Team Member or any other party, regardless of whether the goods and services are being provided for compensation. Team Member agrees that Team Member will not engage in self-promotion of Team Member’s services at any training event or in any forum created by the Company for the use of participants. In addition, Team Member will not organize or create, without the prior written consent of the Company, any forum, blog, or social media website, regardless of what it may be named or called (e.g., “Leadership Group Discussion”). 

11. Termination. 

(a) The term of this Agreement shall commence upon the execution hereof and terminate upon termination hereof in accordance with this Agreement (the “Term”). 

(b) The Term of this Agreement, along with the License and other rights granted to Team Member pursuant to this Agreement, are subject to termination, at the Company’s sole discretion, by providing written notice to Team Member upon the breach by Team Member of any term or condition of this Agreement, and the breach not being cured within fifteen (15) days of Team Member receiving written notice of default from the Company. If Team Member timely cures said breach as determined by the Company in its sole good faith discretion, any reoccurrence of the breach, either on the same or substantially similar facts, will negate any further right-to-cure. Notwithstanding anything to the contrary contained in this Agreement, if Team Member’s breach of this Agreement results in irreparable damage to the Program, AchieveUnite Inc. Inc., any respective affiliates, any respective officers, directors, employees, representatives, agents, instructors, vendors and independent contractors of the above, as determined by the Company in its sole discretion, the Company is not be obligated to provide Team Member with any opportunity to cure, and this Agreement will be immediately terminated upon written notice by the Company to Team Member. 

(c) The Company may terminate, in its sole discretion, the Term of this Agreement and the rights granted to Team Member pursuant to this Agreement if Team Member engages in dishonesty, illegal conduct, or misconduct that is in each case injurious to the Company or the AchieveUnite Inc. Inc. or engages in any act that is an offense involving moral turpitude under federal, state or local laws or which tends to shock, insult or offend the community or ridicule public morals and decency. In addition, the Company may terminate the License and all rights granted to Team Member pursuant to this Agreement if Team Member takes any action which is disruptive to the other participants’ enjoyment of (i) a Conference, (ii) a Related Conference, (iii) any training event, telephonic or otherwise, or (iv) any social media platform that is part of the AchieveUnite Inc. Inc. training. 

(d) Upon termination of the Term, Team Member shall have no right to use the Program Materials or the Program Marks or represent himself or herself as a  Leadership: Certified Team Member or AchieveUnite Inc. PQi®  Practitioner: Coach, Trainer, and Speaker; provided, however, that Team Member shall continue to be bound by Team Member’s obligations hereunder that survive the termination of this Agreement as set forth in Section 28. 

12. Indemnification. Team Member indemnifies, holds harmless, and will defend the Company, any respective officers, directors, employees, members, shareholders, representatives, agents, instructors, vendors, and independent contractors of the above (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, actions, proceedings, liabilities, losses, damages, fees, costs and expenses (including reasonable attorneys’ fees and costs of investigation) resulting from or arising from Team Member’s actions or inaction in violation of (i) his or her representations and covenants and other obligations under this Agreement or (ii) applicable law. 

13. Infringement.  If, during the Term, Team Member learns that any Third Party is making any unauthorized use of the Program Materials, the Program Marks, or any other copyright, trademark, or intellectual property right of  AchieveUnite Inc., Team Member agrees to promptly notify the Company in the most expeditious means possible, followed by written notice of all other facts known to Team Member regarding the alleged unauthorized use. Team Member agrees not to make any demands or claims, bring suit, effect any settlements, or take any other action against such Third Party without the prior written consent from the AchieveUnite Inc. IP Owner of the applicable Program Materials and/or Program Marks. Team Member agrees to reasonably cooperate with AchieveUnite Inc. Inc., at no out-of-pocket expense to Team Member, in connection with any action taken by AchieveUnite Inc. relating to such unauthorized use. 

14. Warranties. 

(a) Team Member acknowledges and agrees that participation in the AchieveUnite Training and the Program or certification as an AchieveUnite  Leadership: Certified Team Member does not guarantee that Team Member will achieve any specific health, personal relationships, financial or other results or earn any specific amount of income or reach any particular goal. The information provided as part of the AchieveUnite Training is provided for Team Member’s personal use. Team Member uses such information at Team Member’s own risk and is solely responsible for any decisions and actions that result from Team Member’s use of such information. The AchieveUnite Training does not provide psychological, relationship, legal, investment, or financial advice. Team Member acknowledges and warrants that if Team Member is under the care of a physician or other health care professional that the trainings and programs provided herewith do not violate or otherwise conflict with the advice of Team Member’s professional care provider. 

(b)EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRAINING AND PROGRAM MATERIALS ARE PROVIDED AS IS. THE COMPANY IS NOT LIABLE TO TEAM MEMBER OR ANY OTHER PARTY FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES (INCLUDING LOST PROFITS OR LOSSES OF REVENUE) ARISING FROM THE TEAM MEMBER’S OFFERING AND DELIVERY OR PRESENTATION OF THE ACHIEVEUNITE PROGRAMS, EVEN IF COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES. FURTHER, THE COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT PURSUANT TO ANY LEGAL THEORY, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY IN TORT, WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY TEAM MEMBERS TO THE COMPANY PURSUANT TO THIS AGREEMENT. 

15. Assignment. This Agreement shall be assignable by the Company and inure to the benefit of the Company’s successors and assigns. This Agreement shall not be assignable or transferable in whole or in part by Team Member, by operation of law or otherwise, except with the prior written consent of the Company and approval of the assignee. Any assignment in violation of this Section 15 shall be null and void. 

16. Governing Law; Class Action Waiver. This Agreement and all related documents are governed by and construed in accordance with the laws of the State of Alexandria, VA, without reference to rules governing the choice of laws. Team Member irrevocably and unconditionally waives, to the fullest extent permitted by law, any right Team Member may have to participate as a representative or member of any group or class of claimants in any class action against the Company or the AchieveUnite Inc. Inc., or any of their affiliated entities, now or hereafter pending relating to transactions contemplated by this Agreement or similar transactions. 

17. Informal Dispute Resolution. Except for the matters involving the remedies in Section 19, the parties will attempt in good faith to meet in person to discuss and resolve the dispute. The meeting will take place at a location determined by AU in Virginia. At the meeting, each Party will be represented by a person authorized to conclusively resolve the dispute on that Party’s behalf and to bind that Party to any agreed-upon resolution. Each Party must detail what it believes to be the nature of the dispute, including the facts and the provisions in this Agreement on which the dispute is based and how the dispute may be satisfactorily resolved. Discussions and exchanges of information and materials, if any, are confidential and must be treated as part of compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties resolve the dispute at the meeting, they shall immediately formalize that resolution by an agreement that they both sign at the time. This step must occur before either Party can file a request for mediation. Any Party that fails to attend or participate in the meeting within thirty (30) days of a written request may not begin any mediation under Section 18 to resolve the dispute. If the Parties cannot informally resolve the dispute, the Party seeking formal resolution of the dispute must, before he, she or it may commence or initiate a legal or administrative proceeding relating to the dispute, submit the dispute to nonbinding mediation as described in Section 18. 

18. Mediation. Except for the matters involving the remedies in Section 19, for any dispute involving this Agreement, and if the Parties have failed to resolve the dispute under Section 17, the disputing Party must submit the dispute to non-binding mediation with the non-disputing Party before the American Arbitration Association or another mutually agreeable mediator. Mediation must take place before the disputing Party can file any demand for arbitration pursuant to Section 19. Both Parties will sign a confidentiality agreement reasonably satisfactory to both Parties relating to matters under mediation. The Parties will conduct the mediation in Alexandria, VA. Each Party will bear his, her or its own costs for the mediation, and each Party will pay fifty percent (50%) of the mediator’s fee. If a disputing Party refuses to mediate the dispute, the disputing Party cannot file any demand for arbitration or complaint involving the matter in dispute. If the non-disputing Party refuses to mediate, the non-disputing Party has waived mediation, and the disputing Party may immediately file a demand for arbitration or a complaint. 

19. Arbitration. Any dispute or claim arising out of or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), will be exclusively (except as provided below) resolved by binding arbitration before the American Arbitration Association (“AAA”). One arbitrator will be selected using AAA procedures. The arbitrator will use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The arbitrator will also render a written decision setting forth detailed findings of fact and conclusions of law within thirty (30) days after the conclusion of the arbitration hearing. The arbitrator will not award attorneys’ fees or punitive, indirect, incidental, special, consequential, treble, or other multiple or exemplary damages, and the Parties agree to waive and not seek these damages. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section 19 or seek injunctive or other equitable relief to protect its intellectual property rights, as long as (unless prohibited by applicable law) the remainder of the dispute or claim is submitted to arbitration. The arbitration will be held in Alexandria, VA. Both Parties give their irrevocable consent to the processes of the AAA in Virginia, as well as the jurisdiction of the courts of Alexandria, VA for enforcement purposes. If a Party fails to pay their share of the costs of arbitration, the arbitrator may enter a judgment against that non-paying Party as to liability but not as to damages. The arbitrator will conduct a special hearing for the paying party on the issue of damages. Awards will be final, binding, and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with a state, federal, or foreign court having jurisdiction over the Party against whom the award is rendered or his, her, or its property as a basis of judgment and of the issuance of execution for collection. 

20. Severability. If any term or provision of this Agreement is illegal, invalid, or unenforceable, then the remaining provisions will survive and remain in full force and effect and will be interpreted to give effect to the original intentions of the Parties to the greatest extent possible. 

21. Legal Age. By entering into this Agreement, Team Member represents and acknowledges that Team Member is of legal age in the country, state, or province of Team Member’s residency to enter into a contract that is binding on Team Member. 

22. Notices. Any notice, consent, demand, or request required or permitted by this Agreement must be in writing, is effective upon receipt, and will be transmitted by: (a) personal delivery, (b) registered or certified U.S. mail, (c) overnight national courier service (Federal Express, UPS), or (d) e-mail with confirmation of both delivery and opening. Notice to the Company must be sent to the following address unless specifically directed otherwise within this Agreement: AchieveUnite Inc., 8302 Centerbrook Place, Alexandria, VA 22308., and via email to info@achieveunite.com. 

23. Force Majeure. Neither Party is liable for loss or damage or is in breach of this Agreement if the failure to perform his, her, or its obligations is based solely on the following causes beyond his, her, or its reasonable control: (a) transportation shortages, inadequate supply of equipment, merchandise, supplies, labor, material, or energy; (b) compliance with any applicable order or law; or (c) war, terrorism, strikes, epidemics, viruses, natural disaster or acts of God. Any delay resulting from any of these causes extends performance accordingly or excuses performance as may be reasonable, except that these causes do not excuse payments of amounts owed by Team Member to the Company for any reason. The party suffering from such an event must give written notice as soon as practicable. 

24. Waiver. No waiver by any Party of any provisions hereof shall be effective unless set forth in writing and signed by the waiving Party. A waiver by either Party of any term or condition of this Agreement in any instance is not deemed or construed as a waiver of the term or condition for the future or of any subsequent breach of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement are cumulative and are not in limitation of any other remedy, right, undertaking, or agreement of either Party set forth in this Agreement. 

25. Photography, Video, and Audio Release. Team Member grants the Company permission to use Team Member’s likeness in photographs, movie films, videotapes, and/or audio recordings, or any part thereof taken while participating in the AchieveUnite Certified PQi®  Practitioner Training in any and all of its publications, for marketing and/or promotion of AchieveUnite Inc. or Team Member, including website and social media entries, without payment or any other consideration. Team Member understands and agrees that these materials will become the property of the Company and will not be returned. Team Member hereby irrevocably authorizes the Company to edit, alter, copy, exhibit, publish, or distribute the photographs, movie films, videotapes, and/or sound records, for purposes of publicizing the Program or for any other lawful purpose. Team Member waives the right to inspect or approve the finished product, including written or electronic copy, wherein Team Member’s likeness appears and any right to royalties or other compensation arising or related to the use of the photograph, video, or audio recording. Team Member holds the Company harmless and releases and forever discharges AchieveUnite Inc. from all claims, demands, and causes of action which Team Member may have by reason of this authorization. 

26. Modifications. The Company may modify any of the terms and conditions contained in this Agreement, at any time and in the Company’s sole discretion, by posting a change notice or a new version of this Agreement on the Online Platform, and Team Member is bound by any changes immediately upon such posting. Team Member shall be responsible for periodically reviewing the Online Platform for notice of changes to this Agreement. Team Member’s continued participation in the AchieveUnite Training, including use of the Online Platform, the Program Materials, and/or use of the License granted under this Agreement after the posting of a change notice, or a new version of this Agreement constitutes binding acceptance of the change. Team Member is not entitled to any refund of any portion of the Total Program Fee except under the conditions described in Section 5 of this Agreement. 

27. Third Parties. 

(a) Except as set forth in Section 27(b) below, the Parties do not confer any rights or remedies upon any person other than the Parties and their respective personal representatives, other legal representatives, heirs, successors, and permitted assigns 

28. Survival. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 12, 14, 16, 17, 18, 19, 20, 22, 23, 24, 25, 27, 29, and 30 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the termination of the Term of this Agreement, will survive the termination of the Term. 

29. Interpretation. The Company hereby advised Team Member to retain an attorney if it has any questions regarding its rights and responsibilities under this Agreement. Team Member hereby acknowledges that they have had the opportunity to be represented by its own counsel prior to signing this Agreement and all the other documents signed incidental to this Agreement. 

30. Complete and Final Agreement. The Commitment Form and this Agreement constitute the entire agreement between the Company and Team Member with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous communications, proposals, or understandings, whether electronic, oral, or written.