CENTER FOR HEALTH AND WELLNESS COACHES
NBHWC EXAM REVIEW COURSE AND TEST PARTICIPANT AGREEMENT

 

This National Board of Health and Wellness Coaching (“NBHWC”) Exam Review Course and Test Participant Agreement (this “Agreement”) describes the terms and conditions under which Sukhayu Wellness LLC®, doing business as Center for Health and Wellness Coaches, a Delaware limited liability company (the “Company”) agrees to provide the Course (and the Test) to you, the participant (“you”, “your” or the “Participant”). By signing up for or attending the Course, you agree to be bound by the terms and conditions of this Agreement.

 

1. Course Description.

1.1       The Company offers the National Board of Health and Wellness Coaching review course which includes a 150 question practice test (the “Course”). The Company also offers a second practice test, consisting of 150 multiple-choice questions, which can be purchased individually or as a supplement to the practice test included in the Course (the “Test”). The Course is not a certification course in coaching. The Course is meant for participants who have gone through a certification course in coaching, and who are eligible to take the NBHWC certification exam. The core content of the Course is based on the content provided in the National Board of Medical Examiners (“NBME”) and the NBHWC health and wellness coach certifying exam content outline, and also incorporates test-taking strategies and mind-body techniques that may not be specifically provided in the outline.

1.2       Course Format. The Course is offered in a self-paced format. Participant will have access to the Course for a set duration.

1.3       What this Course is Not. The Course is not a coaching school and the Instructor does not function as a health care provider, therapist, psychologist, psychiatrist, counselor, social worker, or other health service provider, regardless of their qualifications, profession, or professional background. The Course and the Test are not, and shall not be construed as, medical advice, diagnosis, or treatment. Although Company and Instructor created the Course and the Test based on the NBME NBHWC course content outline, neither the Course nor the Test has been endorsed by the NBME or the NBHWC.

 

2. Participant Responsibilities.

 2.1       Commitment. In order for the Participant to gain maximum benefits from the Course and the techniques being taught, commitment and consistency are essential. The Participant is advised to complete all the coursework and watch all of the sessions.  No refunds or cancellation fees will be provided. If the Participant does not complete the required coursework, Participant will forfeit all payment.

 2.3       Confidentiality. All group members are requested to keep all information shared in the Course in strict confidence at all times with no exceptions. Recording of sessions by anyone other than the Company and sharing of Company-recorded sessions with third parties is strictly prohibited.

2.4       Individual Well-Being and Health. Participant may be asked to engage in physical activity, breathwork, and meditation during group sessions. Participant is responsible for gauging Participant’s own ability to safely perform the activities suggested by the Instructor. Participant is solely responsible for any injury or adverse outcome resulting from involvement in the group sessions. When engaging in mind-body skills, strong unexpected or suppressed emotions or memories may arise and Participant may have unexpected experiences. Participant is solely responsible for their own individual well-being and mental, physical, and emotional health. Participant is responsible for building, utilizing, and maintaining their own support system, and seeking appropriate professional support, such as a therapist, physician (e.g., psychiatrist), counselor, etc. as needed. The Instructor will not provide medical advice, medical care, treatment, or diagnosis to the participant.

2.5       Technical Requirements. Participant is responsible for ensuring that they have the appropriate resources and technical capability to receive the Course. Without limiting the foregoing, some of the resources necessary for the Course include: a reliable high-speed internet connection, the Zoom video conferencing application, and headphones. 

 

3. Payment.

All payments are due in advance and are nonrefundable. If Participant is asked not to attend group sessions due to failure to adhere to the Participant Responsibilities under Section 2 above, Participant will not be entitled to a refund. 

 

4. Termination; Survival.

This Agreement may be terminated by either party at any time; provided, however, Participant may not terminate this Agreement while enrolled in the Course. If this Agreement is terminated by Participant while enrolled in the Course, Participant will be deemed to have withdrawn from the Course and will forfeit all payment. The provisions of this Agreement which require or contemplate performance after termination, including without limitation Sections 5, 6, 7, 8, and 9, will survive and remain enforceable notwithstanding termination.

 

5. Intellectual Property.

Participant agrees that all processes, policies, innovations, including any and all Company materials, Course materials, information, practice tests (including the Test), and data, any Course preparation materials, program structures, session designs, inventions, technology, written or electronic educational plans, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all patents, copyrights, copyright registrations, trademarks, and trademark registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Course, Company’s actual or anticipated business, research and development, or existing or future services (collectively, the “Intellectual Property”) shall be owned by Company (or its licensors, as applicable) and Company (or its licensors, as applicable) is the sole owner of all rights, title, and interests in the Intellectual Property. All other rights to any new Intellectual Property and all rights to any existing Intellectual Property, including but not limited to all of Participant’s rights to any copyrights or copyright registrations related thereto, are conveyed, assigned, and transferred to Company pursuant to this Agreement.

 

6. Confidentiality.

6.1       Each of Participant, Instructor, and Company (each, a “Recipient”) shall maintain in confidence the Confidential Information (as defined below) of the Participant, Instructor, Company, and the other participants in the Course (the “Disclosing Party”). Recipient agrees not to use the Confidential Information for any purpose or make the Confidential Information available to third parties, except as expressly authorized in writing by the Disclosing Party. Recipient shall use the same degree of care to avoid unauthorized disclosure of the Confidential Information as it employs with respect to its own confidential/proprietary information of like quality and nature but no less than a reasonable standard of care. Recording of group sessions, and sharing of the Company’s recordings, is strictly prohibited.

6.2       “Confidential Information” means: (i) all personal information of or related to the Disclosing Party disclosed during, in preparation for, or in relation to, provision of the Course; (ii) the Intellectual Property; and (iii) any information designated or marked “Proprietary/Confidential Information” by the Disclosing Party. Unless otherwise specifically agreed in writing, Confidential Information does not include: (i) any information that is reasonably available to or known by the Recipient without obligation of confidentiality; (ii) any information that becomes generally known by or available through no fault or wrongdoing of the Recipient; (iii) any information independently developed by Recipient, provided Recipient can show that such development was accomplished without the use of or reference to the Confidential Information; (iv) any information that is published by the Disclosing Party in writing; or (iv) any information that is disclosed pursuant to any law or judicial or governmental requirement or order.

6.3       Notwithstanding the foregoing confidentiality obligation, Instructor (i) may discuss Confidential Information of Participant if Participant discloses any illegal activity or expresses any intent to harm him/herself or someone else, and to seek emergency medical assistance on the Participant’s behalf by calling 9-1-1. Participant shall remain solely responsible for obtaining appropriate medical care for their situation and for paying all costs and expenses thereof.

 

7. Disclaimers.

            7.1       GENERAL. THE COMPANY DOES NOT GUARANTEE PARTICIPANT’S SATISFACTION WITH THE COURSE OR THAT PARTICIPANT WILL ACHIEVE ANY PARTICULAR RESULT. THE COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

            7.2       NO MEDICAL ADVICE. COMPANY DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE CONTENTS OF THE COURSE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, IMAGES, AUDIO, VIDEO, AND OTHER MATERIALS ARE FOR INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ANY OPINIONS EXPRESSED BY THE INSTRUCTOR ARE SOLELY THEIR OWN OPINIONS, ARE NOT THE OPINIONS OF THE COMPANY, AND ARE NOT MEDICAL ADVICE. THE COMPANY DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED DURING THE PROVISION OF THE COURSE OR ON THE COMPANY’S WEBSITES OR SOCIAL MEDIA CHANNELS. PARTICIPANT SHOULD ALWAYS SEEK THE ADVICE OF A QUALIFIED PHYSICIAN WITH ANY QUESTIONS PARTICIPANT MAY HAVE REGARDING ANY MEDICAL CONDITION. RELIANCE ON ANY INFORMATION PROVIDED BY THE COMPANY OR ITS AGENTS IS SOLELY AT PARTICIPANT’S OWN RISK.

            7.3       DATA STORAGE. CLASS RECORDINGS MAY BE STORED INDEFINITELY IN THE COMPANY’S SOLE DISCRETION. THE COMPANY AND THE INSTRUCTOR TAKE REASONABLE SECURITY MEASURES TO ELECTRONICALLY STORE PARTICIPANT INFORMATION. HOWEVER, NO SYSTEM IS COMPLETELY SECURE AND THERE IS ALWAYS A POSSIBILITY OF A DATA BREACH. PARTICIPANT HEREBY ACCEPTS THE RISK THAT A DATA BREACH IS POSSIBLE AND AGREES TO HOLD HARMLESS THE COMPANY AND THE INSTRUCTOR IN CASE OF A LOSS OF PARTICIPANT’S CONFIDENTIAL INFORMATION DUE TO SUCH A BREACH.

 

8. Limitation of Liability.

THE COMPANY’S LIABILITY TO PARTICIPANT ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE COURSE SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY PARTICIPANT TO THE COMPANY FOR THE COURSE. IN NO EVENT SHALL THE COMPANY BE LIABLE TO PARTICIPANT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR GOOD WILL) RELATED TO THIS AGREEMENT OR RESULTING FROM PARTICIPANT’S USE OR INABILITY TO USE THE COURSE, OR ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, TORT, STRICT LIABILITY, INDEMNITY, OR NEGLIGENCE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

9. Indemnification.

Participant agrees to defend, indemnify, and hold harmless the Company and its directors, officers, employees, agents, members, managers, and affiliates from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorney‘s fees and costs), involving a third party claim, which arise out of, relate to, or result from Participant’s breach of any covenant, obligation, or duty under this Agreement or under applicable law.

 

10. Use of Participant Data.

The Company will collect data that you, the Participant, provide to the Company during the Course, including without limitation personal and demographic information you provided during enrollment, responses to course prompts, and answers to practice test questions (“Participant Data”). Participant agrees that the Company owns the Participant Data and may use the Participant Data for its own internal purposes, including without limitation making improvements to the Course and for research purposes. Participant further agrees that the Company may use the Participant Data that is de-identified, anonymized, or aggregated for any lawful purpose in the Company’s sole discretion.

 

11. General.

11.1     Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of New York. Any action arising out of or related to this Agreement shall be brought only in the state or federal courts of New York. The parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. PARTICIPANT AND COMPANY EACH HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE COURSE.

11.2     Waiver.  No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy.  No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.  Any waiver by either party of any provision of this Agreement will not be construed as a waiver of any other provision of this Agreement, nor will such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.

11.3     Notices. Participant shall provide an email address for notices to be provided under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party and shall be deemed given when sent. Notices to Company shall be sent to welcome@centerforhealthandwellnesscoaches. If Participant fails to provide an email address for notices, Company may provide notices hereunder by any means reasonably calculated to provide Participant with actual notice thereof.

11.4     Amendment. Company may propose amendments to this Agreement at any time by providing notice of such proposed amendments via (a) e-mail to the e-mail address provided by Participant at sign-up (as amended from time to time by Participant pursuant to Section 11.3 above) or (b) by displaying such notice when Participant signs into the Course. If not earlier accepted by Participant, such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Participant informs Company that Participant does not accept such amendments. In the event Participant informs Company that Participant does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect; provided, however, in such event Company may, in its sole discretion, terminate this Agreement and refund Participant’s payment for the Course. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Company and Participant.

11.5     Assignment. Company may assign subcontractors to assist Company with providing the Course and may assign its rights or delegate its obligations under this Agreement to a successor-in-interest pursuant to a merger, stock sale, or asset sale. Participant shall not assign its rights or delegate its obligations under this Agreement without Company’s prior written consent.

11.6     Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

11.7     Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties relating to the subject matter of this Agreement and supersedes and cancels all previous written and oral agreements, communications, and other understandings.