rREST® CERTIFICATION AGREEMENT
This rREST® Certification Agreement (the “Agreement”) is entered into as of ___________ (date),
Between: rRest Inc, (the “Company”) a corporation organized and existing under the laws of the state of Washington, with its mailing address at 1010 State Ave #383, Marysville, WA 98270
AND: _________________ (the ”Candidate”) an individual whose primary address is located at and existing under the laws of the State/Province of ___________, Country of ________, whose primary location is at: ____________________________________. (YOUR COMPLETE ADDRESS)
This Certification Agreement outlines the relationship between the Company and the Candidate and defines how the parties will work together.
For good and valuable consideration, the Candidate agrees to apply to become a (check one or more):
- rREST Certified Coach and Energy and Flow Level I and II Coach (includes Exhibits A and C)
- rREST Certified Advanced Coach (includes Exhibit B)
- rREST Certified Energy and Flow Level I and II Coach (includes Exhibit C)
- rREST Certified Instructor (includes Exhibit D)
from the Company. In exchange, the Company agrees to provide Certification and affiliated services to the Candidate, in alignment with the Company's role as a mental wellness education resource, with details as outlined in the associated Exhibits below.
- ELIGIBILITY AND PREREQUISITES
The Candidate acknowledges and agrees that there are no known adverse claims, complaints, legal actions, or lawsuits taken or pending against the Candidate or the Candidate’s business within the last five (5) years.
The Candidate grants the Company permission to verify the Candidate’s documentation and experience. The Company shall keep all such information confidential.
The Candidate will pay for the rREST Certification Course as stipulated during the registration process.
- TERMS AND MAINTENANCE OF CERTIFICATION
The rREST Advanced Certification needs to be renewed through a rREST-sanctioned continuing education program occasionally, as depicted below, at a discounted rate published on the rREST website at the time of renewal.
- Energy and Flow - No renewal requirement
- Certified Coach - Every 24 months
- Advanced Coach - Every 36 months
- Instructor - Every 36 Months
Such renewal will be required by the Certification expiration date, if not renewed within 90 days of the expiration date, the Certification will terminate.
If Certification is terminated for non-renewal only, the Candidate will have to complete the next available rREST Certification Program including the requirements at a discounted reviewer Program rate or the rREST Advanced Program, and then and only then will they be reinstated. Beyond two (2) years past the Candidate’s certification date, the Candidate must begin a new Certification process and complete all requirements of a new Candidate paying full price for reviewing the rREST Certification Program.
- CANDIDATE RESPONSIBILITIES
The Candidate must uphold the standards as listed below:
- Ethical standards as described during the course
- Industry guidelines
- Provide services consistent with competencies
- Refer to other credentialed experts when appropriate
- Be truthful about qualifications and limitations
- Provide services only within their expertise
- Safeguard client confidences
The Company has the right to terminate this agreement and the Certification if it is determined that the Candidate has not upheld these standards.
The candidate acknowledges and agrees that all materials in the Certification training are owned by the Company and subject to Federal copyright protection and can only be used by the Candidate in good standing to perform rREST Certification services.
Candidate agrees to secure email approval from the Company before using any marketing materials or online web content displaying the Company logo or rREST Certified Coach logo.
Candidate acknowledges and agrees that all services provided as a rREST Certified Coach or Instructor will not harm the reputation of the Company, its products or services, will not employ deceptive, misleading, or unethical practices, will not make any representations, warranties, or guarantees to customers on behalf of the Company, and will comply with all applicable federal and local laws and regulations.
Candidate may not teach commercial workshops or deliver training events that compete with the Company’s Certification training.
The rREST Certification is for personal coaching only, typically delivered one-to-one or with small groups. Coaching sessions conducted for more than two people or one family unit will be considered a training event and a violation of this agreement and may result in termination of Certified Coach’s Certification.
Once you have become a Certified Coach, you must conform to the Certified Coach Minimum Advertised Price (MAP) when advertising. The MAP will be found in the Scheduler app instructions.
_____ I have read and understand the responsibilities as outlined in this section.
The Company will provide reasonably required customer support on a timely basis by email and/or other communication platforms (i.e. Voxer or social media) during regular business hours, M-F 9 am to 5 pm Pacific Time Zone.
rREST Inc. may provide the Candidate with legal documents or other materials for their use. rREST is not responsible for the completeness or validity of these documents and recommends an independent review by legal counsel of the coach’s choosing before incorporating these documents into a practice.
rREST does not provide business insurance to rREST Coaches and recommends Coaches make an independent decision on whether business insurance is appropriate for their coaching practice.
- THIRD-PARTY INDEPENDENT SERVICES
Throughout the Certification, rREST, Inc. may use independent third-party companies and independent contractors to provide Certification-related services and activities, including, but not limited to, presenting guest experts at the group sessions (“Independent Services”). The Candidate acknowledges and agrees that rREST, Inc. is in no way responsible for any bodily injury, personal injury, accidents, illnesses (including death), and property loss arising from such Third-Party Independent Services.
The Company does not control any Third Party parties and makes no claim or representation regarding Third Parties and their services. There is no implied affiliation or endorsement by the Company of these Third Parties and their services.
- INTER-MEMBER INTERACTIONS
The Company acknowledges and agrees that the Candidate may form relationships and business relationships with other members of the group. While the Company fosters a Certification atmosphere of sharing and relationship building, any relationships and transactions between two or more members of the Certification are outside of the scope of this Agreement and the Candidate’s relationship with the Company. rREST, Inc. expressly disclaims liability for any results or non-results from these relationships and transactions. The Company has a strict policy not to discuss any relationships and transactions between two or more members of the Certification.
The Candidate may not promote the Candidate’s own business within the Certification.
- NON-DISCLOSURE AND CONFIDENTIALITY
The Candidate understands that this Certification may include access to the Company’s intellectual property, original work, trade secrets, and other proprietary information, (“Company’s Information”), including but not limited to documents, worksheets, written templates, modules, video recordings, audio recordings, strategies, technical information, verbal guidance, etc. and other unpublished information. The Candidate agrees not to share, distribute, repurpose, claim ownership of, use for commercial benefit, disclose to third parties or copy any of the Company’s Information and agrees that doing so is in direct violation of this Certification Agreement. The Candidate understands that this non-disclosure provision survives this Certification Agreement, shall remain in effect for five (5) years and the Company reserves the right to prosecute any such violation to the full extent of the law. This Non-Disclosure and Confidentiality provision shall not apply to information that is or becomes publicly available without breach of this agreement by the Candidate.
By participating in the rREST Certification, the Candidate may share private and confidential information with the Company and other Candidates in the group program (“the Group”). The Company agrees not to disclose such confidential information to anyone, not in the Group. The Candidate may authorize the Company to disclose such information in writing.
A reserved exception to this Non-Disclosure and Confidentiality section is if the Company is required by law to disclose information shared by the Candidate, or if the Company has a good faith reason to believe that disclosing such information is necessary to protect the Candidate, the Company, a third party, or to respond to an emergency. In such an event, the Company will limit the disclosure of essential information.
The Candidate also understands that other members of the Group may share their confidential or proprietary information (“the Group Information”). The Candidate agrees not to copy, share, distribute, repurpose, claim ownership of, use for commercial benefit or disclose to third parties outside of the Group, any of the Group Information and agrees that doing so is in direct violation of this Certification Agreement. The Candidate understands that this non-disclosure provision survives this Certification Agreement, remains in effect for five (5) years and a third party may prosecute any such violation to the full extent of the law. The Candidate agrees to hold the Company harmless from any such action taken by a third party against the Candidate.
_____ I have read and understand the responsibilities as outlined in this section.
The Company owns and maintains all copyrights and intellectual property rights to all of the materials and content in the Certification unless otherwise stated, including but not limited to, documents, videos, audio recordings, worksheets, emails, handouts, activities, strategies, systems, techniques, logos, trademarks, and other proprietary information and original work created by the Company, whether created before working with the Candidate or specifically created for the Candidate.
By participating in the rREST Certification, the Candidate is granted one limited, revocable, non-transferable license to view, read, download, print, and use the materials and content in the specified Certification Course, as directed by the Company. All intellectual property rights remain with the Company, nothing in this Agreement shall constitute a transfer of intellectual property ownership.
The Candidate agrees not to copy, reproduce, edit, duplicate, modify, publish, transmit, replicate on another website, create derivative works from, sell, assist in the sale of, distribute, display, perform, provide access to another person, or in any other way, exploit the Company’s intellectual property without the Company’s express written consent. If a violation of this provision is discovered or suspected, the Candidate understands that this may constitute infringement and theft of the Company’s intellectual property and may be a violation of United States Federal laws. In that event, the Company may terminate the Candidate's access to the Certification, without refund, and reserves the right to prosecute such infringement to the fullest extent of the law.
The Candidate acknowledges and agrees that all materials and training are owned by the Company and can only be used by a rREST Certified Coach, in good standing, for the rREST Certification and to deliver rREST services as specified in the rREST Licensing Agreement.
A rREST Certified Coach, in good standing, has the non-exclusive, non-transferable right to use rREST, Inc intellectual property as outlined in the separate licensing agreement (“Licensing Agreement”). The intellectual property includes, but is not limited to, the title of rREST Certified Coach and the rREST Certified Coach logo, for marketing purposes only, in connection with rREST services. rREST Incorporated retains the right to charge a licensing fee for use of intellectual property, subject to the terms of the Licensing Agreement entered into between rREST Incorporated and the rREST Certified Coach.
The Candidate may terminate and discontinue this Certification Agreement at any time, for any reason, by providing notice to the Company in writing, however, no fees will be reimbursed. Upon termination, the Candidate must immediately cease using all of the Company’s materials including intellectual property, and return any of the Company’s property, if requested. All Non-Disclosure, Confidentiality, and Non-Compete clauses survive the termination of this Certification Agreement regardless of fault, cause or reason.
The Company may terminate this Certification Agreement if it is determined that there was any breach of this Certification Agreement by the Candidate. In this event, the Company shall provide the Candidate with written notice of termination of this Certification Agreement. In the event of a breach of this Certification Agreement by the Candidate and subsequent termination, no fees will be reimbursed, and all Certifications will be revoked. Upon termination, the Candidate must immediately cease using all of the Company’s materials including intellectual property, and return any of the Company’s property, if requested. All Non-Disclosure, Confidentiality, and Non-Compete clauses survive the termination of this Certification Agreement regardless of fault, cause or reason.
If the Company is unable to provide Certification, the Company or the Company’s agents will contact the Candidate to reschedule or offer an alternative Certification. If no suitable alternative is available, the Candidate may be entitled to a partial refund, which may be pro-rated depending on the nature of the Certification, at the Company’s discretion.
The cost of the program may be paid in full or financed through a third-party vendor. Payments are not refundable for any reason. The Candidate understands this is not a membership or subscription-based program and the Candidate is responsible for payment in full.
- TERMINATION & COMMITMENT
The Candidate understands rREST, Inc. may terminate services if: (1) the Candidate does not make any required payment after notice as provided above; or (2) in rREST, Inc. opinion, the Candidate is conducting business in a manner that is disparaging or disruptive to rREST, Inc. or the program or asserts any ownership right in rREST, Inc. Proprietary System; or (3) if the Candidate violates the confidentiality covenant stated above or breaches any other provision of this Agreement. The Candidate commits to investing time into the Training Program. The Candidate has 30 days after enrollment, but no later than the start date of the program to cancel or withdraw from the program (minus applicable fees), and after 30 days or the start date of the program, is responsible for the entire financial commitment. If the Candidate cancels before the start date and within 30 days of enrollment, a 10% Administration Fee will be assessed. If the Candidate utilizes a third-party vendor for financing, the Candidate must initiate the refund process through the third-party vendor. rREST Inc. will only directly process refunds for pay in full. Payments are nonrefundable in the event of cancellation by the Candidate or if the candidate is disenrolled by the Company for violation of terms of this agreement. rREST Inc. retains the right to issue a refund in circumstances it deems extenuating at its sole discretion.
The Candidate understands the Company's refund policy and agrees that no refunds will be given outside of the scope of this policy.
The Candidate further understands that if the Candidate cannot participate in the Certification, all payments are still due under this Certification Agreement. Any chargeback or threat of chargeback made by the Candidate will result in immediate termination of the Candidate’s access to the Certification and an additional $500 fee to the Candidate.
If a refund is processed, the Candidate agrees to receive refund payment to the following mailing address:
The Candidate acknowledges and agrees that rescheduling of the timeframe of the Certification commitment will be addressed on a case-by-case basis. If the Candidate cannot participate during the agreed-upon time frame, the Candidate will submit a request for rescheduling in writing to the Company and the Company will, in its sole discretion make the decision, with no explanation due to the Candidate.
The Company may capture photographs, video recordings, audio recordings, or other archives as part of the Certification (“Media”). The Candidate understands a third party may be responsible for capturing the Media. The Candidate grants to the Company, as well as its affiliates, agents, employees, licensees or any other party acting on its behalf, the irrevocable, worldwide, unlimited right in perpetuity, to use the Candidate’s name, likeness, image, voice, recorded voice, video appearance, biographical information, words, statements, performance and testimonials that are captured at the event (“Candidate’s Information”) as Media, for publicizing and promoting the Company and its services, or for any other lawful purpose. This grant includes the right to copy, publish, edit, distribute and use in commerce, Candidate’s Information, in printed publications, multimedia presentations, on websites, or any other distribution media, now known or later developed. Candidate’s Information will become the property of the Company and the Candidate will not be compensated in any way for the use of Candidate’s Information. The Candidate waives the right to inspect or approve any Media or finished product, wherever Candidate’s Information appears.
The Candidate agrees to hold harmless and release the Company, as well as its affiliates, agents, employees, licensees, or any other party acting on its behalf, from any claims or causes of action arising out of the use of Candidate’s Information, including but not limited to, claims for libel, defamation, invasion of privacy, right of publicity, misappropriation or misuse of image.
The Company may request the Candidate to provide a testimonial on the Certification. The Candidate understands that there is no requirement to provide such a testimonial and further understands that if the Candidate declines to provide such a testimonial, there will be no negative consequences or change in the relationship between the Company and the Candidate.
If the Candidate chooses to provide a testimonial, it will be purely voluntary, at the Candidate’s discretion. The Candidate understands that the testimonial, along with the Candidate’s identifying information may be used in the Company’s marketing and promotions, with no financial compensation to the Candidate, and the Company will hold an unlimited, irrevocable, worldwide license in perpetuity to use, publish, distribute, or repurpose any information provided to the Company as part of such testimonial. The Candidate agrees to sign a Testimonial Release if requested by the Company.
- THE NATURE OF THE RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
The Company and the Candidate each represent that they are fully authorized and empowered to enter into this Certification Agreement and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the parties and any other person, firm or organization or any law or governmental regulation.
The Candidate is solely responsible for the Candidate’s own business licensing, including any state or local licenses or endorsements, as well as all business requirements if they are operating as a business.
The Company and the Candidate each acknowledge and agree that this Certification Agreement is not exclusive in any way and each is free to enter into similar contracts with similar services, so long as such contracts in no way interfere with the ability for either party to perform under this Certification Agreement.
During and after the term of this Agreement, the Company and the Candidate each agree to refrain from any conduct or communications of a defamatory or disparaging nature, whether private or public, regarding the other to any third party.
- NO GUARANTEES, NO WARRANTIES
The Candidate is participating in this Certification voluntarily and understands that the Company makes no guarantees regarding the Candidate’s results with this Certification. The Company does not guarantee that the Candidate will obtain any results or earn any money resulting from the rREST Certification.
The Candidate acknowledges and agrees that the Company is not responsible, and the Candidate does not have a cause of action, legal remedy, or an entitlement to a refund if the Candidate does not achieve the desired result upon completion of the Certification. The Candidate agrees that the Company is not responsible if there are errors or omissions in the Certification or any of its materials.
The Certification is provided “as is,” and, except for the express warranties in this Certification Agreement, is offered with no warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, merchantability, expectation of Program of performance and non-infringement. The Candidate agrees not to hold the Company responsible if the Candidate becomes dissatisfied with the Certification. The Certification is intended for a general audience and is not in any way specific advice tailored to any individual.
The Certification is designed to support the Candidate in reaching the Candidate’s goals, but success depends on many factors, including the Candidate’s motivation, dedication, starting point, willingness to learn, business acumen, work ethic, and the Candidate understands that these factors will impact results. The Candidate also understands that the Certification offers guidance, direction, and program materials but does not implement anything for the Candidate. The Candidate is solely responsible for producing results.
- FULL DISCLAIMER INCORPORATED BY REFERENCE
Nothing in the Certification is intended to constitute or should be relied upon as medical, mental health, financial, business, or legal advice. The Company provides mental wellness information and education. The Candidate understands that the Company does not diagnose, treat, heal, cure or prevent any illness, medical condition, or mental or emotional condition, and nothing in the Certification is intended to diagnose, treat, heal, cure or prevent any illness, medical condition or mental condition.
The Company is providing services only in the capacity of a wellness education resource and not as a licensed healthcare professional, licensed mental health professional, or licensed business professional. Nothing in the Certification is intended to be a substitute for consultation with a licensed healthcare professional, licensed mental health professional, or licensed business professional. The Candidate is encouraged to consult with a licensed healthcare professional, licensed mental health professional, or licensed business professional to review and advise the Candidate on the Candidate’s specific situation.
This Certification is in no way to be construed as psychological counseling, therapy, or medical advice.
rREST Inc. does not guarantee that you will obtain any results or earn any money. Nothing in the Certification is a guarantee or promise of future earnings. The Company does not provide investment recommendations, investment counseling, accounting services, or tax advice.
The Candidate has read, understands, and consents to be bound by the Company’s full Disclaimer, located at the footer of rREST.com and/or rRESTAcademy.com, which is incorporated here.
The Candidate is entering into this Certification voluntarily at the Candidate’s own free will. The Candidate understands that the Certification may include participation in financial, business, career, or lifestyle strategies, which include inherent risks of harm, injury, and other negative results. The Candidate confirms that during participation in this Certification, the Candidate will always have the opportunity to consult with a licensed business professional or mental health professional before acting on any content of the Certification. If the Candidate chooses not to consult with other licensed professionals and chooses to act on any content in the Certification, the Candidate agrees that the Candidate is acting voluntarily and assumes all risks of use or non-use and agrees not to hold the Company responsible for any harm, illness, injury or other negative results.
- LIMITED LIABILITY, INDEMNIFICATION
The Candidate agrees that under no circumstances is the Company to be held liable for any damages, whether direct or indirect, resulting from this Certification Agreement or the Certification, including any losses, injuries, or medical ailments, and the Company expressly excludes such liability to the fullest extent of the law. In no event shall the Company’s liability exceed the fees paid under this Certification Agreement.
The Candidate agrees at all times to indemnify, defend and hold the Company and its team members, agents, affiliates, and other parties associated with the Company, harmless from any actions, losses, damages, or expenses, as well as third party claims, including attorneys’ fees and expenses, arising out of or related to this Certification Agreement or Certification.
This Certification Agreement shall be construed following, and governed by, the laws of the State of Washington as applied to contracts that are executed and performed entirely in Washington. The exclusive venue for any legal proceeding based on or arising out of this Certification Agreement shall be King County, Washington.
- DISPUTE RESOLUTION, LITIGATION EXPENSES
Should any dispute arise between the Candidate and the Company, it would be preferable to work it out amicably, but if that is not possible, then the Candidate agrees that the dispute will be resolved by Arbitration, by the American Arbitration Association, in King County, Washington. The Candidate agrees to participate in the arbitration process in good faith, and further agrees that the decision made by the Arbitrator is binding, not subject to appeal, and enforceable in any court of competent jurisdiction as a judgment of the law. The Candidate understands that any claim must be commenced within one year of the date of the grievance or forfeited forever.
The Candidate understands that the only remedy that can be awarded through Arbitration is a refund of payments made to the Company. NO AWARD OF ANY CONSEQUENTIAL OR ADDITIONAL DAMAGES MAY BE AWARDED TO THE CANDIDATE.
If any legal action is brought because of an alleged dispute regarding this Certification Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in pursuing that action, in addition to any other relief to which they are entitled.
- ENTIRE AGREEMENT, WAIVER, MODIFICATIONS, SEVERABILITY, ASSIGNMENT
The Candidate and the Company agree that this Certification Agreement constitutes the entire agreement between them and supersedes any prior agreements, discussions, correspondence, understandings, or proposals. The Candidate understands that any expectation regarding the Certification, which is not specifically included in this Certification Agreement is not included in the Certification.
The Candidate agrees that no waiver of any of the provisions of this Certification Agreement shall be deemed, or shall constitute, a waiver of any other provision of this Certification Agreement, nor shall any waiver constitute a continuing waiver.
The Candidate agrees that this Certification Agreement is not to be altered, amended, extended, or considered waived in any way, except in writing, with an additional Addendum, signed by both the Candidate and the Company, or by an authorized signatory for either party.
The Company reserves the right to modify the rules governing Certification at any time and has the power to revoke any Certified Coach’s Certification for violation of these rules. All Certified Coaches will be notified in writing of any changes and will be asked to accept or reject the changes within ten (10) business days. If the Certified Coach does not respond, the Company will presume the changes are accepted. If a Certified Coach rejects the changes, the Certification will automatically terminate.
If any term of this Certification Agreement is found to be invalid, void, or unenforceable under applicable law, the other provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
This Certification Agreement is not assignable, delegable, sub-licensable, or otherwise transferable.
All notices, requests, demands, and other communications regarding this Certification Agreement shall be in writing, sent via the US mail, addressed as follows: 1010 State Ave #383, Marysville, WA 98270.