Certification Course Enrollment Agreement

1. Acceptance of this Enrollment Agreement

By submitting payment electronically to Temenos Inc. DBA “BehavioralOS” (“Us”, “We” or “Our”), the course applicant (“You” or “Your”) agrees to the terms and conditions, obligations, representations, warranties, and agreements contained herein (this “Agreement”).  In the event that You are unwilling to accept this Agreement, then You are not authorized or allowed to proceed further and/or to participate, view, or use in any manner any of the content, information, courseware, products,  and services (collectively, the “Services”) published, available or provided on behavioralos.com (the “Website”), which is owned, maintained and monitored by Us, or participate in any live course sessions conducted via video conference.

2. Username and Password

By entering into this Agreement, You acknowledge and agree that Your username and password (“Participant Account”) is for Your exclusive use only. You agree that You are solely responsible for maintaining the confidentiality of Your Participant Account and for all activities that occur under it.  Use or sharing of Your Participant Account with another user, without prior authorization from Us, is not permitted and is cause for immediate blocking of Your access to the Website, the Services and the Content & Courseware (defined below), and live sessions, and the termination of this Agreement.  You agree to immediately notify our Help and Support Team if You become aware of or have reason to believe that there is any unauthorized use of Your Participant Account. You also agree to take all reasonable steps to stop such unauthorized use and to cooperate with Us in any investigation of such unauthorized uses. We shall not under any circumstances be held liable for any claims related to the use or misuse of Your Participant Account due to the activities of any third party outside of our control or due to Your failure to maintain the confidentiality and security of Your Participant Account.

3. Content & Courseware

As a part of our Services offered through our Website and live course sessions, We shall grant you access to our content, courseware, practice tests, and other information, documents, and data which may be in audio, video, written, graphic, recorded, photographic, or any machine-readable format in relation to the specific certification training course You have registered for (collectively, “Content & Courseware”).  We reserve the right to amend, revise or update the Content & Courseware offered to You. In the event such an amendment, revision or update occurs, We may require you pay an additional fee to access such amended, revised, or updated Content and Courseware.

4. Usage of the Website and Services

We grant you a personal, restricted, non-transferable, non-exclusive, and revocable license to use the Website, the Services, and the Content and Courseware offered through the Website and the live sessions until Your completion of the certification training course that You have enrolled for or the sooner expiration or termination of this Agreement according to the terms set forth herein, whichever is earlier. The Services and the Content & Courseware are provided solely for Your personal use to assist you in completing the certification training course You have registered for (“Restricted Purpose”). You are permitted online access to the Website, the Services, and the Content & Courseware and may download, save, or print the Content & Courseware solely for the Restricted Purpose.  You are not permitted to reproduce, transmit, distribute, sub-license, broadcast, disseminate, or prepare derivative works of the Content & Courseware, or any part thereof, in any manner or through any communication channels or means, for any purpose other than the Restricted Purpose, without Our prior written consent, which may be withheld in our sole discretion.

5. Intellectual Property Rights

While You are granted a limited and non-exclusive right to use the Website, the Services, and the Content and Courseware for the Restricted Purpose as set forth in this Agreement, You acknowledge and agree that We are the sole and exclusive owner of the Website, the Services and the Content and Courseware and as such are vested with all intellectual property rights (trademarks, copyrights, patents, trade secrets, etc.) and other proprietary rights in the Website, the Services, and the Content & Courseware. You acknowledge and agree that this Agreement, other than permitting You to use the Website, the Services, and the Content & Courseware for the Restricted Purpose, does not convey to You in any manner or form any right, title or interest of a proprietary, or any other nature in the Website, the Services, and the Content & Courseware.

6. Usage of Personal Information of Participants

In accordance with our Privacy Policy, we may use Your personal information to inform You about other products and services offered by Us. However, with the exception of the marketing usage as outlined in the Shopify privacy policy, We shall not distribute or share Your Participant Account information with any third party marketing database or disclose Your personal information to any third party except on a case-to-case basis after proper verification of such third party or if required under any applicable law.

7. Limitation of Liability

You expressly agree that Your entering into this Agreement and use of the Website, the Services, and the Content & Courseware are at Your sole risk. We do not warrant that the Website or the Services or access to the Content and Courseware will be uninterrupted or error free; nor is there any warranty as to the results that may be obtained from the use of the Website, the Services or the Content & Courseware or as to the accuracy or reliability of any information provided through the Website, the Services, or the Content & Courseware. In no event will We or any person or entity involved in creating, producing, or distributing the Website, the Services, or the Content & Courseware be liable for any direct, indirect, incidental, special, or consequential damages arising out of the use of or inability to use the Website, the Services, or the Content & Courseware.  The foregoing disclaimer of liability applies to any and all damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records or any other material, whether for breach of contract, negligence, or under any other cause of action.  You further acknowledge that We are not liable for any defamatory, offensive, wrongful, or illegal conduct of third parties, or other users of the Website, the Services or the Content & Courseware and that the risk of damage or injury from the foregoing rests entirely with each user.  You agree that the liability of Us or Our affiliates, directors, officers, employees, agents, and licensors, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with the Services or the Content & Courseware shall not be greater than either a refund of the fee you paid to Us for the particular certification training course or to allow You to retake the same or similar courses, in our discretion.

8. Term and Termination

This Agreement will become effective upon Your acceptance of the terms of this Agreement by Your submitting payment for the course. We reserve the right to terminate this Agreement and block Your access to the Content and Courseware with immediate effect by sending a written notice through email to You to this effect (“Immediate Termination Date”), if such termination is made as a result of Your misrepresentation, default, misconduct, or breach of Your obligations related to or under this Agreement ("Event of Default"). On the occurrence of any Event of Default, We shall be authorized to exercise all the rights and remedies under this Agreement or applicable Law or available in equity to seek indemnification for any Loss or Claim resulting from any such Event of Default. The provisions of clauses 4, 5, 7, 8, 9 and 11 of this Agreement shall survive the termination of this Agreement.

9. Indemnity

You agree to indemnify and hold Us, Our contractors, licensors, directors, officers, employees, and agents, harmless from and against any and all claims, losses, damages, liabilities, and expenses including attorneys' fees, arising out of Your unauthorized use of the Website, the Services, and the Content and Courseware or Your violation or breach of this Agreement or any provisions hereof.

10. Waiver

Neither failure nor delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, or of the exercise of any other right, remedy, power, or privilege. No term of this Agreement shall be deemed waived, and no breach consented to, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of any rights or consent to any breaches shall constitute a waiver of any other rights or consent to any other breach.

11. Governing Law; Jurisdiction and Severability

Regardless of the Participant’s place of residency, this Agreement shall be governed by and construed in accordance with the intellectual property laws of the United States of American and the laws of the State of Hawaii.  The courts in Honolulu, Hawaii shall have the exclusive jurisdiction over any matter relating to, in connection with, or arising out of, this Agreement.  In the event any provision of this Agreement is held invalid or unenforceable under the applicable laws of the United States and the State of Hawaii, the remaining provisions shall continue in full force and effect, and the Agreement shall be deemed to be reformed by replacing such invalidated or unenforceable provision with a valid and enforceable provision that gives effect as closely as possible to the intentions of the parties as expressed by the invalidated or unenforceable provision.

12. Amendment and Assignment

We reserve the right to unilaterally amend or modify this Agreement without giving any prior notification to You. We shall however publish the revised agreement on the Website so that You are aware of the revisions, modifications and amendments made by Us to this Agreement. You acknowledge and agree that it is Your responsibility to check the Website periodically for any revisions, modifications, and amendments. Your continued use of or access to the Website, the Services, and the Content and Courseware following the posting of any changes to this Agreement shall constitute Your acceptance of those changes. You are not permitted to assign this Agreement or the rights and obligations mentioned in this Agreement to any third party and You only shall be held liable for any breach of this Agreement or any terms and conditions hereof.

13. Refund Policy

You are entitled to a 100% refund upon BehavioralOS's receipt of a written refund request at least fifteen (15) calendar days prior to the first scheduled live course session. You are entitled to a 50% refund within the fourteen (14) days immediately prior to Session 1, through 24 hours after Session 1 is completed. After the expiration of twenty-four hours after the first live course session, no refunds will be provided. Refunds will only be provided upon written request, subject to the time restrictions detailed above, and sent by email to partner@behavioralos.com, or by mail to Temenos, Inc. DBA BehavioralOS, P.O. Box 235345, Honolulu, HI, 96823, USA.  Cancellation notices are not effective until receipt and all time periods are measured by Hawaii-Aleutian Standard Time.

14. Certification & Credits Policy

Course participants will achieve the status of “Certified” upon successful attendance of at least five (5) of the scheduled live sessions, completion of all required assignments, and successful demonstration of competence. Attendance means being present for and participating in a live session for its entirety. Sessions are 120 minutes long. The session schedule will be made available prior to the start of the course. Missed live online group sessions may be made up through special arrangement with BehavioralOS, for a fee of $499 (USD) per session, per person. Group make-up sessions may be schedule by mutual agreement.

Certified BOS Partners will have access to a Partner account at Behavioralos.com that allows Partners to conduct assessments for their own use, and to purchase, assign, and manage licenses that Partners purchase on behalf of third parties. Certified Partner account access is contingent upon the purchase of a minimum of one (1) BehaviorTuner assessment license per year. The cost of a BehaviorTuner license is currently $99 USD and is subject to change at any time, without notice.

The requirements for ICF CCE credits are separate and distinct from the requirements necessary to qualify as a Certified BOS Partner. Upon request, Participants will be given a Certification Award Letter that confirms the number of ICF CCE credits earned, based on the Participant's attendance and completion of all tasks. Participants who do not complete all elements of the program will be awarded ICF credits on a pro-rata basis.

14. Tool License Policy

All course participants who successful complete the program will be entitled to three (3) BehaviorTuner (“Tool”) licenses, for distribution and use with their third-party clients or coachees. Participants who complete all certification requirements within thirty (30) days of the last program live session (Session 6) will be entitled to an additional two (2) bonus Tool licenses (5 in total) upon submission and approval by BehavioralOS trainers of the final certification activity. All Tool licenses included with the course package will expire one (1) year after the conclusion of the sixth live session. All licenses purchased by Certified Partners will expire if not used within one (1) year from the data of purchase. Only participants who have achieved “Certified” status will be eligible to purchase additional Tool licenses beyond the licenses provided in conjunction with the certification training course.

15. Entire Agreement

This Agreement, along the Store Terms of Service, Store Privacy Policy, and Store Refund Policy constitute the entire agreement governing Your use of our Website and participation in the course, and supersedes any prior agreements, if any, relating to any matter dealt within this Agreement.