STORRIE InstituteTM: STORRIE Wholistic Wellness CoachTM Certification Program Agreement

_________________ (participant name), thank you for joining STORRIE InstituteTM, for STORRIE Wholistic Wellness CoachTM Certification Program (the “Program”). This agreement is between Build Empire And Change Health, Inc., a California corporation doing business as the Storrie Institute (“Company”), and you the participant signing this document (“Participant” or “you”). This Agreement becomes effective on the day that the Participant signs this document. Participant is a business owner and enters this Agreement in Participant’s business capacity.

THIS PURPOSES OF THIS AGREEMENT:

This Agreement is made so that Participant can participate in the STORRIE InstituteTM - STORRIE Wholistic Wellness CoachTM Certification program. The Program has two parts: an education and implementation component for use in Participant’s own business, and upon completion of certain requirements, a certification component which allows Participants to call themselves a Board-Certified STORRIE Wholistic Wellness CoachTM 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, or give Participant the right to reteach the program materials as a business coach or consultant.

This Agreement does not sell or otherwise transfer ownership of Company’s copyrights, trademarks, trade secrets or other intellectual property (“Intellectual Property”).

This Agreement does not promise financial results. THE BASICS

1. The Program Price is $4,740 USD or 5 courtesy payments of $998 USD, payable every 30 days until paid in full. You have selected the option on the order form, which is incorporated herein by reference. Even if you select to pay the Program Price over 5 courtesy payments, you will qualify for the Program Price of $4,740 USD if you pay that amount in full within 2 months of this Agreement’s start date. The Program Price is also subject to the terms of any discounts or special promotions stated in a document issued by the Company that you and the Company attach to this Agreement.

2. The Program is a four (4) month live support experience that includes pre-recorded and live training calls and question and answer sessions.

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3. This Agreement, the Company’s publicly available Policies and Disclaimers, and the Credit Card Authorization, if any, form the entire agreement between us. These written documents supersede our prior discussions, emails, online or voice messages. By signing, you agree that there is no information that you deem materially important that is not incorporated into this Agreement.

THIS IS WHAT YOUR PURCHASE INCLUDES AS A PARTICIPANT

1. Access to the online portal. You receive access to the Company’s online portal, which includes Trainings and Templates to facilitate implementation of the Program in Participant’s own business. Specifically, the portal houses “The STORRIE MethodTM,” a seven part eCourse.

2. Series of Certification Teleseminar Trainings and Q&A Sessions. Approximately once monthly, a live Q&A session will be held as an opportunity to ask questions specific to your business. On occasion, trainings will be held live and might be recorded for replay and housed in the online portal.

3. Certification Opportunity. Upon notice from Company and completion of the requirements you will find under the heading “Certification Prerequisites” in this Agreement, you may call yourself a Certified STORRIE Wholistic Wellness CoachTM and market your status in accordance with the Company policies identified in this Agreement.

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:

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2. What does “Certified” mean? "Certified" means the 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 the Company's Intellectual Property for purposes of marketing the Program. Your certification is not an endorsement of quality, but rather a statement that you have completed certain training.

3. When am I Certified? You are certified upon specific, written notice from the Company.

4. How do I stay certified? Company from time to 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. The certification requires that the Participant maintains adequate professional liability and coaching insurance in their wellness coaching practices.

5. Not every Participant will certify and more than one Participant may certify in your area. Company maintains the sole right to grant or deny certified status, including as to the number of certified practitioners in your area of expertise or geographic location.

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.

7. You are responsible for complying with your local licensing board’s professional rules concerning coaching and/or the use of this program or the licensed monikers. Company does not promise that you can legally coach, identify as a coach, or use Company’s monikers under your local licensing rules. You are solely responsible for investigating and satisfying yourself that such activities are ethical and permitted in your jurisdiction, prior to joining the Program.

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. Access to certain document templates such as suggested intake forms and other business documents that may be used in your business and which will be clearly marked in the portal;

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2. License to use the Certified STORRIE Wholistic Wellness CoachTM monikers and logos in your marketing;

3. Appearance in Company’s directory of certified practitioners, if any;

4. Lifetime access to the prerecorded training modules; and

5. Opportunities to join further paid programs that are open only to certified practitioners,

including, by way of example and not limitation, alumni membership opportunities, masterminds, refresher training, live events, and the like.

If you choose certification:

1. You promise and warrant that your use of the Company’s Intellectual Property 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.

THE FOLLOWING ITEMS ARE *NOT* INCLUDED IN THE PROGRAM

1. Services. Done-for-you services of any kind are not included.

2. Coaching. One-on-one coaching is not included. This is a group support experience;

please allow three (3) business days for responses to questions by a Company representative.

3. Endorsements. You are not receiving an endorsement from the Company. Do not create the appearance of an endorsement or rely on any person who claims to be endorsed by the Company.

4. Participant Ownership of Written Materials. As a Participant, you will have one license to view written materials for personal use in your business, provided by the Company. You do not have ownership of this information, which is protected by federal copyright laws. You may not copy, re-engineer, reteach, share access, 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 $25,000.00).

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5. Certification Ownership of Written Materials. Once certified, you have a non-transferable, non-exclusive license to reproduce, excerpt, and display Company’s Intellectual Property related to Company’s Wholistic Wellness model in session with clients in your wellness coaching business. You must retain Company’s copyright and trademark notices on this material when displaying it to the public.

6. Training Others. You are not receiving permission to teach or train others in the Company’s proprietary methods (including The STORRIE MethodTM) unless expressly authorized in writing by the Company. You may not post or share information, documents, or recordings revealing any of the Company’s methods, trade secrets, or any other proprietary information, unless expressly authorized in writing by the Company.

7. Trademark Usage. You are not receiving permission to use trade and service marks like STORRIE InstituteTM, Certified STORRIE Wholistic Wellness CoachTM, or any other trademark of the Company, even if not listed here, without express written consent of the Company to do so.

8. 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.

YOUR RESPONSIBILITIES IN THE PROGRAM

1. Know Your Own Circumstances and the Limits of Your License. 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. You are required to ensure that any such marketing, setup, and/or delivery of Wholistic Wellness CoachingTM services is consistent with your local licensing and ethical requirements and duties. We cannot and do not provide legal opinions on the limitations of your licensure.

2. You can afford to pay the entire cost of the program, even if you cannot fully participate and do not become Certified; additional investments may be required. By signing up, you are representing and warranting to the Company 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. Furthermore, you acknowledge that additional investments may be required to see results, including, by way of example and not limitation, in software, training, and administrative assistance.

IMPORTANT LEGAL TERMS
Please read this carefully because it impacts valuable legal rights

1. There is a LIMITED REFUNDS policy.

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Due to the nature of the program, we do not offer refunds except as follows:
1. You can request a refund within three (3) days of your purchase by contacting us

via email [email protected] to request the refund and explain why the program is not a fit.

After this period, you will be billed according to the schedule in Section 1 of this Agreement until paid in full. By joining us, you are carefully considering your situation and committing to the group. In exchange, we commit Company resources for your participation and cannot provide refunds despite a change of your business direction, misunderstanding of program terms, or other unforeseen personal or financial events or hardships.

Company considers this policy a material inducement to entering into this Agreement, and would not have done so unless this Limited Refunds policy were included. We do maintain the right to commence collection proceedings.

If you initiate a chargeback, we will issue a $250 fee to you for processing. 2. You are a Business Owner.

You enter this Agreement in your capacity as a business owner, not as an individual consumer. This is true even if you do not have a business entity such as a limited liability company. As a business owner, you may have limited rights under the laws of your state, and may be giving up consumer rights.

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 and you must defend and indemnify us if we are sued due to your actions or inactions.

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 OF THIS AGREEMENT. CLAIMS ARISING FROM INTELLECTUAL PROPERTY INFRINGEMENT ARE EXCLUDED FROM THIS CLAUSE.

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YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY LOSS, COST OR DAMAGE OF ANY KIND (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS) IF COMPANY IS SUED DUE TO AN ACTION OR OMISSION ON YOUR PART IN THE MARKETING AND/OR DELIVERY OF COACHING SERVICES TO YOUR CLIENTS.

5. Accreditation.

Participant acknowledges that upon successful completion of the program including successfully passing the test, participant will become a Board-Certified STORRIE Wholistic Wellness CoachTM accredited by International Practitioners of Holistic Medicine (IPHM). The program does not currently offer continuing education credits.

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. Company 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. In such an instance, Company will notify you of a prorated refund if you paid in full, or if you are on a courtesy installment plan, no further charges will be made.

9. California law governs this Agreement and it will be enforced by either party in California.

California law, excluding its conflicts of law principles, governs this Agreement and any legal proceedings arising out of this Agreement, the Program, or the Intellectual Property. The parties submit to the personal jurisdiction and venue of the California courts and agree that any legal proceeding arising out of this Agreement or the Program will take place in a 50-mile radius of Glendale, California.

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10. No Assignment.

Neither party may transfer any discretion, obligation, remedy, or right arising under this agreement without the prior written consent of the other party, except that Company may assign its right to collect to a third party.

11. No oral waivers or modifications.

No party may assign any rights, obligations, or remedies under this Agreement to any person or entity who is not a party to this agreement. To be effective, any amendment to this agreement must be in writing and signed by an authorized representative of each party. To be effective, any waiver must be in writing and signed by an authorized representative of the party granting the waiver. A waiver granted on one occasion will not be effective as a waiver on other occasions.

12. No relationship; Legal Interpretation.

To the fullest extent permitted at law and equity, nothing in this agreement, the conduct of the parties, or the course of dealing among them shall be construed as a general or limited partnership, employer/employee, or principal/agent relationship of any kind whatsoever. Under no circumstances shall this Agreement be construed as a transfer of ownership of the Company’s primary or derivative Intellectual Property.

13. Electronic Signatures and Other Documents.

The parties intend that an electronic signature of a party will have the same effect as a handwritten signature and will authenticate this Agreement and other documents executed by the parties with respect to the Program. "Electronic signature" means any electronic sound, symbol, or process a party executes, adopts, and logically associates with an agreement or other legal instrument with the intent to sign it. You agree to sign additional documents which may be necessary to complete the material purpose of this Agreement, including without limitation, payment authorizations, publicity releases, and/or license agreements.

EACH PARTY IS SIGNING THIS AGREEMENT ON THE DATE STATED BELOW THEIR SIGNATURES.

Build Empire And Change Health, Inc. By: _______________________________

Name: _____________________________

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Participant
By: _______________________________

Name: _____________________________

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Title: ______________________________ Date: ______________________________

Title: ______________________________ Date: ______________________________

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Exhibit A Marketing Guidelines

Anyone certified by the Company is required to implement best practices when marketing the Program so that the chance of a deceptive marketing claim is minimized. These guidelines are offered as a courtesy and a starting point for your own research about marketing claims. You are also encouraged to retain legal counsel to advise you.

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.

You may use Implied Promises in marketing the Program if they meet three qualifications:

1. 100% truthful (to the penny or pound) 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

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misleading, because your potential clients may make a purchasing decision even if you did not mean to imply a promise about results.

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Purpose

Exhibit B
CODE OF CONDUCT

We, STORRIE InstituteTM, are committed to providing a safe, supportive, and uplifting community for everyone using our services, as well as for our workers. Accordingly, we have adopted this code of conduct to specify how users and attendees should act and not act on our platforms and at our events.

Applicability

This code of conduct applies to anyone using our platforms or attending any of our events.

• ●  Our platforms include: (1) our website located at https://www.storrieinstitute.com/, (2) each of our Facebook groups; (3) our interactive courses hosted on Kajabi, and (4) any other interactive platform we make available to our community members (including our clients, prospective clients, subscribers, group members) or the public in general.

• ●  Our events include: (a) live streams; (b) Zoom meetings; (c) in-person gatherings; and (d) any other event that we make available to community members or the public in general.

  How to Act

  Please help us build a safe, supportive community by being respectful, courteous, honest, kind, patient, encouraging, and positive. Keep confidential and do not share with others any sensitive information that other community members or users share on our platforms or at our events.

  How Not to Act

  We have a zero-tolerance policy for any conduct that (1) involves harassment or unlawful discrimination; (2) causes, threatens, or encourages injury; (3) is hateful, demeaning, or disparaging; (4) is likely to cause emotional distress, anxiety, or fear; (5) is disruptive or offensive; (6) is fraudulent, deceptive, or intentionally misleading; or (7) is unlawful or violates the legal rights of others. Such conduct is forbidden on our platforms and at our events, and may be considered a material breach of any service agreement or contract that references this code of contract. Anyone who engages in such forbidden conduct may, at our discretion, be removed from and permanently lose access to our platforms and events.

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We also discourage any other conduct that is contrary to building a safe, supportive, and uplifting community. We may temporarily suspend access or other privileges of any user or attendee who acts contrary to the purpose of this code of conduct.

Amendments

We may update this code of conduct on one or more occasions. If we update this code of conduct, we will send you an email notifying you of the change (if we have your email address), and we will post a notice about the updated code of conduct in our Facebook groups.

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