NEUROFIT™ Certification Program - Terms of Service Agreement
Effective Date: Jan 8, 2024
Thank you for joining Xama Technologies, Inc (the “Company”), for the NEUROFIT™ Trainer Certification (the “Program”). This Agreement starts on the date that you, the “Participant,” purchase this program.
The Purposes of this Agreement:
This Agreement is made so that Participant can participate in the Certification program (the “Program”). The Program has two parts: an educational component for use in Participant’s own business, and upon completion of certain requirements, a certification opportunity which, if successful, allows Participant to call herself a NEUROFIT™ Trainer and market the Program to third parties within Company guidelines and upon purchase of a license.
This Agreement DOES NOT do any of these things:
This Agreement does not make Company and the Participant partners, joint venturers, co-owners, principals or agents, or employers or employees of one another.
This Agreement does not sell or otherwise transfer ownership of Company’s intellectual property.
This Agreement does not promise financial results.
THE BASICS
1. The Program Price is $997 USD. On occasion, Company may offer incentives and bonuses for joining; they appear in the sales materials for the Program and are incorporated as if fully stated in this Agreement.
2. This Agreement, the Company’s publicly available Policies and Disclaimers, and the Credit Card Authorization, if any, are the entire agreement between us. These written documents supersede our prior discussions, emails, online or voice messages. By purchasing our certification, you agree that there is no information that you deem materially important that is not incorporated into this Agreement.
WHAT YOUR PURCHASE INCLUDES AS A PARTICIPANT
1. Access to the online portal. You receive access to the Program’s online portal, which includes recorded modules for self-paced study for a period of 365 days from the date of purchase.
2. Certification Opportunity. Upon completion of the requirements you will find under the heading “Certification Prerequisites” in this Agreement, you may call yourself a Certified NEUROFIT™ Trainer and market your status in accordance with the Company policies identified in this Agreement for a period of 365 days beginning at the date of purchase.
3. 12-month License. Upon completion of the Certification, Participant will be a Certified NEUROFIT™ Trainer for a period of 365 days starting at the date of purchase. After that time, Participant may renew their license every year until canceled for an annual fee of $397 USD, or month-to-month until canceled for a monthly fee of $47 USD.
Please understand: Occasionally the curriculum, guest experts, and channels to access the Program and its representatives may have to change based on group needs, available technology, and factors outside the Company’s control. The Company will replace or substitute the items above, if it determines it is necessary to do so in its sole discretion, with something similar of equal or greater value.
CERTIFICATION PREREQUISITES
1. Certification Requirements. Upon completion of these requirements, which shall be determined in Company’s sole discretion, you are eligible for certification as a Certified NEUROFIT™ Trainer:
a. Attend All Certification Trainings Or Furnish Proof You've Listened To The Recordings.
b. Complete quizzes related to each of the trainings; quizzes are housed in the training portal.
c. Full payment of any outstanding payments including payment plans.
d. If you complete the Certification and submit all documents for certification within 90 days of purchasing the Certification.
2. What does “Certified” mean? "Certified" means Participant has completed the requirements above, and agrees to meet and maintain compliance with other requirements set out in this Agreement to have continuing access to certain of Company’s Intellectual Property for purposes of marketing the Program. This may include purchase of an annual content license.
3. When am I Certified? Participant may not use the moniker “NEUROFIT™ Trainer” or “Nervous System Fitness™ Trainer” without express written notification from the Company that you have met the requirements of this Agreement.
4. How do I stay Certified? Company from time and in its sole discretion, may change, modify, or terminate certification requirements and benefits. You must comply with the changed requirements within the period of time set forth in the applicable policies to stay in compliance with any modified compliance requirements.
5. A further purchase of a Content License May Be Required after 365 days.
6. Certification not a condition of purchase. You may participate in the Program for your own sole and personal benefit without completing the certification component.
YOUR CERTIFICATION INCLUDES
In addition to the materials included for Participants, upon completion of the optional certification component of the Program, you also receive:
1. License to use the “NEUROFIT™ Trainer” and “Nervous System Fitness™ Trainer” moniker and logos in your marketing.
2. License to apply the NEUROFIT™ Trainer with your clients.
3. Your first year of certification includes, without additional charge, access to the alumni community and Company’s public directory, if any. Thereafter, an annual license fee is required for these items.
Upon purchasing the Certification:
1. You represent and warrant that your use of the Company’s Intellectual Property at any time (prior to and after becoming Certified by Company) will not:
a. Harm the reputation of the Company;
b. Make any guarantees or warranties on behalf of the Company, including promises of certain earnings results or outcomes;
c. Make any deceptive, misleading, or otherwise unethical statements;
d. Violate any applicable federal and local laws and regulations. Please take the time to review the Marketing Guidelines in Exhibit A as a starting point in understanding truth in marketing requirements.
THESE ARE *NOT* INCLUDED
1. Services. Done-for-you services of any kind are not included.
2. Coaching. One-on-one coaching is not included. Please direct questions to the questions and answer portion of the training.
3. Endorsements. Endorsements. You are not receiving an endorsement from Xama Technologies, Inc or Loren Hogue, Andrew Hogue, and neither is any other participant. Do not create the appearance of an endorsement or rely on any person who claims to be endorsed by Xama Technologies, Inc.
4. Participant Ownership of Written Materials. As a Participant, you will have one license to view written materials provided by Company. You do not have ownership of this information, which is protected by federal copyright laws. Some of the information may also protected by a contractual license between the provider and Company. You may not copy, re-engineer, distribute, or otherwise provide access to this information to any other person, for free or paid, without express written consent of Company, which it may withhold for any reason, and purchase of a license (prices start at $10,000.00).
5. Results Not Guaranteed. You are receiving access to Program materials, support and guidance, but not guaranteed results in your business or guaranteed outcome from participating in the Program.
THESE ARE YOUR RESPONSIBILITIES- Do not join unless you can do these things:
1. Know Your Own Circumstances. You are in the best position to evaluate your personal circumstances, including legal, medical, financial, business, and family matters, and you take sole responsibility for the decisions or actions (or inaction) regarding them as those decisions or actions pertain to participating in the Program.
2. You can afford to pay the entire cost of the program, even if you cannot fully participate and do not become Certified. By signing up, you are representing and warranting to Xama Technologies, Inc that you can bear the economic risk for paying the program purchase price, and that in doing so, you will not experience economic or financial hardship.
IMPORTANT LEGAL TERMS
Please read this carefully because it impacts valuable legal rights
1. There is a NO REFUNDS policy, except as set out in Section 2 below.
By signing this Agreement, you acknowledge that no one has represented to you that refunds are available. Even if you cannot participate for any reason, you will continue to be billed according to the schedule in Section 1 of this Agreement through the end of the Term. Xama Technologies, Inc considers this policy a material inducement to entering into this Agreement, and would not have done so unless this No Refunds policy were included.
If you initiate an unauthorized chargeback, you acknowledge that you may be subject to further legal proceedings and legal fees. If you’ve purchased through a payment plan and initiate a chargeback, Company reserves the right to charge your full outstanding plan balance to your card on file.
2. 30-Day Satisfaction Guarantee
Our 30-Day Satisfaction Guarantee is intended to provide reassurance to ethical customers with an honest experience of our certification and platform, while also protecting Company from unethical customer behavior.
If you have paid the Program Price in full (eg, you didn’t purchase with a payment plan or purchase at a discounted price), for the first 30 days from the date of purchase and prior to obtaining Certified Trainer status, you are eligible to request a full refund for the program by following the process set out below. Except for the criteria outlined below, our “No Refunds Policy” above takes precedence.
In order to meet the criteria to be eligible for our 30-day Satisfaction Guarantee, you must:
- Complete 100% of all training videos inside the portal;
- Complete and submit all assessments required for certification via the Kajabi portal to a satisfactory standard (“satisfactory” determined at sole discretion of the Company);
- Complete and submit your business plan via the Kajabi portal; and
- Provide a specific reason for requesting your refund ("specific" determined at sole discretion of the Company).
Once all of the above criteria is met, you can request a refund by emailing your request to certification@neurofit.app.
Note the following:
a) If you request a refund or issue a chargeback, you will lose immediate access to all program resources and bonuses, and you will not be eligible to be Certified.
b) The 30-Day Satisfaction Guarantee only applies if you have purchased the Certification in a single payment (eg, pay-in-full). It does not apply to any part-payments or payment plans.
3. Disclaimer of Warranties.
Participant understands the Program is offered on an “as-is, where-is” basis, without any implied or express warranty as to its performance or to the results that may be obtained by using the program. This limited warranty is the only express warranty made to you.
4. Damages are limited under this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF OPPORTUNITY COST, LOSS OF PROFITS AND THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. DAMAGES, INCLUDING ATTORNEY’S FEES AND COSTS, ARE LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT.
5. No Accreditation.
Participant acknowledges that no representation has been made concerning the accreditation of the NEUROFIT™ Trainer Certification Program. It is not a regionally or nationally accredited program and has not been accredited by the Council for Higher Education Accreditation, International Coaching Federation, or any other designated agency or accrediting body recognized by the United States Department of Education or otherwise.
6. No Professional Advice.
The Company does not engage in the rendering of legal, accounting, or other professional services. Any information provided during the Term of this Agreement is not meant to be an endorsement or offering of any business or other investment. You acknowledge that you will make your own decisions before acting on any information gained from this program.
7. No Guarantee of Revenue or Profits; Risk of Loss.
Business profitability or the lack thereof is greatly dependent upon individual decisions, abilities, and general market forces, and the Company makes no guarantees or warranties that information provided to you through the Program will result in profits.
The Company is in no way responsible or liable for your use of the information provided through the Program. By signing this Agreement, you acknowledge that you assume all risks and liabilities related to your business, including the loss of funds invested.
8. Xama Technologies, Inc can end your participation in the program.
Company may determine, in its sole discretion and without requiring disclosure of the reason, that the relationship under this Agreement must terminate.
9. California law governs this Agreement and it will be enforced by either party in California.
This Agreement will be governed by California law, without regard to its conflicts of law principles. I understand and agree that I submit to the personal jurisdiction and venue of the California courts and agree that any legal proceeding commenced shall take place in a 50-mile radius of Los Angeles, California.
10. No Assignment; No oral waivers or modifications.
This Agreement may not be assigned to any other party. Its requirements may not be waived or modified except in writing signed by the Company.
11. Relationship; Transfer of Property.
The parties are in a vendor and vendee relationship. Further, under no circumstances shall this Agreement be construed to as a transfer of ownership of primary or derivative intellectual property of Xama Technologies, Inc.
Exhibit A
Marketing Guidelines
Xama Technologies, Inc expects its Licensees must also implement best practices when marketing the Program so that the chance of a deceptive marketing claim is minimized.
What is a marketing message? Any website copy, Facebook post, Facebook group interaction, webinar presentation, guest post, or advertisement is a marketing message if it would be considered by a consumer in making a purchasing decision. If you are not sure if a statement is a marketing message, think of the statement in the opposite form and ask yourself if making the opposite statement would negatively impact the desirability of the product. If so, it is a marketing message.
There are two types of marketing messages: Express Promises and Implied Promises.
Never make an Express Promise. These often contain words like “You will [achieve some result]” or “We promise [a specific outcome].” You cannot guarantee an outcome because many factors come into play which are out of your control.
Implied Promises do not promise results, but do suggest what results could be possible.
1. 100% truthful (to the penny) and not exaggerated (for example, failing to clarify that the figures are gross, rather than net revenue).
Desirable results sell, and anything that influences a purchasing decision is a marketing message.
2. Not misleading or unfair.
Your statements must tell the whole truth, not the “truth by omission” or a statement that is only “technically” truthful. Do not make statements about earnings if they were not directly related to the implementation of the Program.
3. Evidence based. That means proof!
You cannot make any statement that you do not have evidence to back up, whether through screenshots, emails, or otherwise. It can be tempting to use any result as support for a particular program’s results, but this is not based on evidence. Don’t use it!
Remember: Implied promises are in the eye of the beholder. You want to be sure that all of the necessary information is present to make your marketing messages truthful and not misleading, because your potential clients may make a purchasing decision even if you did not mean to imply a promise about results.