Certification | Real Food Whole Life

Certification

Welcome to Real Food Whole Life and the Feel Good Effect Certification Program. We are so happy to be working with you!

This document includes our contract terms and details the certification requirements, payment terms, and certified coach procedures in the exhibits. Together they make up our contract.

We’ve tried to make our contract as clear and understandable as possible. That said, if you have any questions please let us know.

We can’t wait to get started!

Robyn  and Andrew Downs

FEEL GOOD EFFECT CERTIFICATION AGREEMENT

This Certification Agreement (“Agreement”) is effective as of (“Effective Date”) and is between Real Food Whole Life, LLC ( “RFWL”, “we”, and “us”) and the undersigned individual (“you”).

  1. Payment and Certification. You will pay us the fees detailed on Exhibit A (“Fees”). The Fees are nonrefundable except as detailed in Section 5. In exchange for the Fees, you will have the opportunity to become a Certified Feel Good Effect Coach (“Certified Coach”) by completing the requirements detailed on Exhibit A (“Requirements”). Once you complete the Requirements and we notify you that you are officially a Certified Coach, the following will occur:
    1. you may hold yourself out to the public as a Certified Coach;
    1. we will include your name and contact information on our website;
    1. we may list your services on our website;
    1. you will have access to the Materials pursuant to the license terms in Section 3; and
    1. you can use the Names in connection with your services.
  2. Our Materials.
    1. Defined. The term “Materials” includes our online tutorials, workbooks, powerpoint presentations, handouts, videos, procedures, additional training materials, technologies, data, know-how, and other confidential information. Materials also include any revisions and updates.
    1. Ownership. The Materials remain our property and you do not have any ownership rights in the Materials as a Certified Coach.
    1. Disclaimer. The Materials are provided “AS IS” and without warranty.
    1. Assignment. If you create any improvements or developments to the Materials, we exclusively own those improvements and developments. You hereby assign such improvements and developments to us.
  3. License. Upon certification as a Certified Coach, we grant you the following:
    1. a limited, non-exclusive, non-transferable, revocable license to use the Materials in connection with your work as a Certified Coach; and
    1. a limited, non-exclusive, non-transferable, revocable license to use our tradenames, logos, and trademarks (collectively the “Names”) in connection with your work as a Certified Coach. You may not use the Materials or Names for any other purpose without our prior written consent.
  4. Your Responsibilities and Representations. You represent the following:
    1. your work as a Certified Coach will be done in an ethical, professional, and timely manner; in accordance with industry standards; and in compliance with applicable laws;
    1. you will comply with the procedures detailed in Exhibit B (the “Procedures”) and you will obtain our prior written consent if you intend to deviate from the Procedures;
    1. you will report any sanctions or violations against your professional license to us; and
    1. you will use the Materials only as permitted by the License terms.
  5. Termination. We may terminate this agreement at any time if you breach this agreement. You may only terminate this agreement within seven days of the Effective Date. If you terminate this agreement within seven days of the Effective Date, then we will refund you the Fees. Upon termination, the following will occur:
    1. you may no longer hold yourself out to the public as a Certified Coach;
    1. we will remove your name and services from our website;
    1. the licenses granted in Section 3 terminate and you may no longer use the Materials or Names in any manner; and
    1. you will return all Materials to us and provide evidence, if requested, that you do not retain any copies of the Materials. For the sake of clarity, unless this agreement terminates or you fail to pay the annual fee detailed in Exhibit A, you may continue to use the Materials and Names and enjoy the benefits of being a Certified Coach pursuant to the terms of this agreement.
  6. Release and Indemnity.
    1. Release. You hereby release RFWL, and its respective agents, members, managers, employees, affiliates, successors and assigns, from any claims arising out of or related to your use of the Materials or your work as a Certified Coach.
    1. Indemnification. You agree to indemnify RFWL and its respective agents, members, managers, employees, contractors, successors, and assigns against all costs, liabilities, expenses, and losses (including reasonable legal fees and costs) incurred by any of the foregoing as a result of (i) a breach of your representations or covenants in this agreement; or (ii) your work as a Certified Coach.
  7. Non-disparagement. You agree not to disparage or denigrate, or encourage others to disparage or denigrate, RFWL orally or in writing.
  8. Independent Contractor. You are an independent contractor of RFWL. You are responsible for all salaries, taxes, insurance, and benefits with respect to your personnel. You, at your own expense, will provide the appropriate equipment and other materials necessary to work as a Certified Coach.
  9. Legal Fees. The prevailing party in any dispute with respect to this agreement, including in tort, is entitled to recover reasonable legal fees, costs, and expenses incurred with respect to such dispute and in any appeal.
  10. Miscellaneous. Oregon law governs all matters arising out of this agreement, including tort claims. You cannot assign this agreement. No amendment to this agreement is effective unless in writing and signed by both parties. This agreement is the entire understanding of the parties with respect to the subject matter of this agreement and supersedes all prior understandings whether written or oral. This agreement may be signed in separate counterparts. The rules that an agreement is to be construed against the drafter does not apply to this agreement.

EXHIBIT A

Certification Requirements & Fees

Initial Certification Requirements and Fees

The certification requirements include completion of the following within the 13 week program:

  • Instructional and practice time
  • Workbook assignments
  • Assigned audio and video materials
  • Implementation assessments, activities, and projects

Upon completion we will provide you with a Certification Handbook that includes printable guides, worksheets, and materials . We will also provide you with a banner to use with online platforms.

You will pay the following fees:

  • A one-time payment of $[2,700] or three-time monthly payment of $[3,000] is due on the Effective Date
  • Payment to be made via credit card or PayPal on the Kajabi platform

Ongoing Certification Requirements

You will pay the following fees:

  • Annual certification renewal fee of $[300] due within five business days of the anniversary of the Effective date
  • Payment to be made via credit card or PayPal on the Kajabi platform

EXHIBIT B

Certified Coach Responsibilities

Conflicts. As a Certified Coach we expect you to represent and meet the high standards of the Feel Good Effect methodology and its grounding tenets. This means you shouldn’t use the Materials in any way that conflicts with our methodology. Our website details uses that may be conflicting. You agree that you will not use the Materials in any conflicting manner and you understand that conflicting use may result in termination of this agreement.

Use of Materials and Attribution. While you may use the Materials in your services as a Certified Coach, you may not sell, post online, share, or otherwise transfer the Materials. Unless otherwise agreed pursuant to a separate white label agreement, you must provide appropriate attribution when using the Materials. You agree not to transfer the Materials and to use the appropriate attribution with your use of the Materials.

Updated Materials. Your annual fee includes access to updates and revisions to all Materials. Often there may be instruction accompanying new Materials so we can convey the significance of the changes. You agree to participate in any necessary trainings for using updated and revised Materials.