1. DEFINITIONS

1. 1. “Course Commencement Date” means the date of the Program’s first orientation call.
   2. “Intellectual Property” means patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, know-how, trade secrets, confidential information, trade and business names and any other similar protected rights in any country.
   3. “You/I/Participant /Participant(s)” means an individual enrolling/participating in any NLI Program.
   4. “the Program/Programs” means the NLI training program or stage in which Participant has enrolled. Programs includes Brain-Based Conversation Skills (BBCS), Brain-Based Coaching Certificate (BBCC), Certificate in the Foundations of NeuroLeadership (CFN).
   5. “NLI Confidential Information” includes the Program, NLI Intellectual Property, other NLI products, services, any NLI business, strategic and financial information, the existence and terms of these Terms and Conditions and any and all other information or material identified in writing prior to disclosure as confidential and proprietary to NLI or its licensors or other providers, including without limitation any copies, translations, improvements, revisions or embodiments of all the foregoing.
   6. “NLI Intellectual Property” means the Intellectual Property embodied in or relating to the Program and NLI Materials, and any and all translations, modifications, enhancements, improvements, or corrections of or to any and all of the foregoing.
   7. “NLI Materials” means certain audio, video, multimedia, any digital and printed products and other materials for individual or group use, including without limitation, in the delivery of the Program.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Ownership. Participant agree:

1. Participant acknowledges that NLI Intellectual Property are fundamental principles of NLI’s business. The Programs (and all its content including NLI Materials and NLI Intellectual Property) are for educational and informational purposes and are made available to you solely for your own use. Participant may not train, coach, share, or teach any NLI Materials or NLI Intellectual Property to others.
2. further Participant may not commercialize any NLI Materials or NLI Intellectual Property.
3. that all rights, title and interest in and to NLI Intellectual Property are and shall remain the property of NLI or its licensors and Participant shall have no rights or interests therein except as set forth in these Terms and Conditions;
4. that Participant will not claim or assert any right or title to any NLI Intellectual Property or attempt to wrongfully transfer such right or title to any third parties;
5. that Participant is acquiring only a limited license to use the NLI Materials;
6. that Participant may duplicate NLI Materials, at no additional charge, but only for Participant use in connection with the Program and only so long as all required proprietary markings are retained on all duplicated copies;
7. that Participant may not under any circumstances send, share, or distribute any NLI Materials whether obtained through an NLI online portal or email, to any other persons or individuals;
8. to conform to all guidelines for the use of NLI Intellectual Property (including the NLI name and logo);
9. that Participant shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the NLI Materials.

2.2 Limited License. For each item of NLI Materials received by Participant, NLI grants Participant, and Participant shall have, a nonexclusive license to use the NLI Materials solely in connection with the Program in accordance with these Terms and Conditions.

2.3 No Implied License. The license granted in these Terms and Conditions shall not be construed to confer any rights upon Participant by implication, estoppel or otherwise as to any intellectual property not identified in these Terms and Conditions, except as otherwise implied by law to the extent necessary to use NLI Intellectual Property.

3. CONFIDENTIALITY

3.1 Treatment of Confidential Information. Except as otherwise provided hereunder, during the term of these Terms and Conditions and thereafter for the duration of the license granted herein and for five (5) years thereafter Participant shall retain in confidence and use only for purposes of these Terms and Conditions NLI Confidential Information.

For purposes of these Terms and Conditions, all information and data that Participant is obligated to retain in confidence shall be called “Confidential Information.”

3.2 Right to Disclose. To the extent that it is reasonably necessary to fulfill Participant or obligations or exercise Participant rights under these Terms and Conditions, or any rights which survive termination or expiration hereof, Participant may disclose Confidential Information to Participant legal advisors, outside contractors, and actual or prospective investors on condition that such entities or persons agree to:

a.   keep the Confidential Information confidential for at least a period of five (5) years from the date of disclosure and otherwise to the same extent as Participant are required to keep the Confidential Information confidential; and

b.    use the Confidential Information only for those purposes for which Participant are authorized to use the Confidential Information.

3.3 Participant may disclose Confidential Information to governmental or other regulatory authorities to the extent that such disclosure (i) is necessary or desirable for the prosecution and enforcement of intellectual property rights, provided Participant are then otherwise entitled to engage in such activities in accordance with the provisions of these Terms and Conditions, or (ii) is legally required.

3.4 Exceptions. The obligation not to disclose or use Confidential Information shall not apply to any part of such Confidential Information that:

a.   is or becomes patented, published or otherwise part of the public domain, other than by Participant unauthorized acts, or in contravention of these Terms and Conditions; or

b.   is disclosed to Participant by a third party provided that such Confidential Information was not obtained by such third party directly or indirectly from NLI; or

c.   prior to disclosure under these Terms and Conditions, was already in Participant possession provided that such Confidential Information was not obtained directly or indirectly from NLI; or

d.   results from research and development by Participant independent of disclosures from NLI, provided that Participant have not had exposure to the Confidential Information received from NLI; or

e.   is required by law to be disclosed by Participant, provided that in the case of disclosure in connection with any litigation, Participant use reasonable efforts to notify NLI immediately upon learning of such requirement in order to give NLI reasonable opportunity to oppose such requirement; or

f.    NLI agrees in writing may be disclosed.

3.5 Non-Disclosure. Participant agrees not to disclose to any third party the financial terms of these Terms and Conditions without the prior written consent of NLI, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. Without limitation upon any provision of these Terms and Conditions, Participant shall be responsible for the observance by Participant employees of the foregoing confidentiality and non-disclosure obligations, and shall indemnify NLI against any loss or damage which NLI may sustain or incur as a result of any breach of confidence by any of Participant employees.

4. INDEMNIFICATION

Participant shall hold harmless and indemnify NLI and NLI’s agents, employees, contractors, directors and officers from and against any and all claims, liabilities, losses, proceedings, costs and expenses resulting from, arising out of or in connection with any act or failure to act on Participant part or that of Participant agents, employees, contractors, directors and officers in connection with or arising out of these Terms and Conditions or the delivery of the Program or the use of any of the NLI Intellectual Property or by breach of these Terms and Conditions by Participant.

a.    I acknowledge that the training sessions may be personally, emotionally and physically challenging for me and there may be occasions on which I will feel emotional challenges including frustration, annoyance or stress. I agree that I am physically, mentally and emotionally fit for it.

b.   I will not hold NLI liable for any loss or cost or damages incurred by me (or any person related to me) in the event of mental, physical, emotional stress or distress (or other ailment or condition) caused either directly or indirectly in relation to these training sessions. I will indemnify NLI in the event of any such claim.

5. PRIVACY

5.1 Participant understands that administrators, trainers and course participants will use Participant email address as a means of communication during the Program. Participant also acknowledge that Participant is prohibited from emailing other Program Participants, existing coaches or NLI staff with any sales or promotional material or offers and that any email correspondence will be solely in the context of the Program. Should Participant receive unsolicited, non-training specific emails form trainers or other participants, please report immediately to Participant regional manager.

5.2 Participant agree that NLI has the right to provide Participant student records including training sessions, mentor calls, certification assessments and any other related documentation, upon request, to any accrediting body including the International Coach Federation (“ICF”) for audit and/or application purposes.

6. PAYMENT

6.1 I agree to pay NLI the full tuition fee for the training according to the pricing agreed in my registration, unless NLI agrees to an alternative payment arrangement.

6.2 I understand that my enrollment is only confirmed when I had made a $500 non-refundable deposit payment to secure my registration on the program.

6.3 I understand that I am entitled to the early bird tuition fee only if I enroll in the training a minimum of 8 weeks prior to the course commencement date, and by paying the fees in full before the expiry of the early bird offer. If I have paid a $500 holding deposit for my early bird tuition fee, the balance shall be due and payable no less than 3 days before the expiry of the early bird offer to ensure the fees are received in time. If I use credit card to pay for my deposit, I am aware that the same credit card shall be used to charge the remaining balance. I understand it is my responsibility to notify NLI Finance Department at accounts-na@neurodev.wpengine.com if I wish to change the mode of payment.

6.4 I understand that the standard tuition fee shall apply if I enroll in the course after the early bird offer expires, or if I fail to make the early bird tuition payment before the offer expires. The full, standard tuition fee is due and payable no less than 30 days prior to the Course Commencement Date; if I use a credit card to pay for my deposit, I am aware that the same credit card shall be used to automatically charge the remaining balance. I understand it is my responsibility to notify accounts-na@neurodev.wpengine.com if I wish to change the method of payment.

6.5 CFN Payment Plan (applicable for those selecting instalment payment options)

1. I am aware that the Payment Plan is only available if I choose to make the agreed installments via my nominated credit card, and I give permission to NLI to deduct the agreed amount from my credit card on the specified payment due dates for each instalment payment.
2. I accept and agree to the 15% administration fee.
3. Payment Plans are structured as two payments with first payment due 30 days prior to Course Commencement Date and final payments are due; 24 hours prior to Course Commencement Date.

7. TRANSFERS

7.1 Request to transfer must be made 30 days prior to the Course Commencement Date of the initial registration. Requests must be sent via email to: accounts-na@neurodev.wpengine.com with subject “Transfer of [attendees name] for [Program Name] & [Program start date].” Any transfer request made after the Course Commencement Date of the initial registration may be denied.

7.2 The following transfer fees apply: Transfer fee of $300 applies to all Programs. All program payments received will be applied to the new intake. Other fees may apply.

7.3 I am aware that any transfer request must include the Course Commencement Date for new Program that I wish to transfer to. Maximum of two transfer requests allowed within 12 months of the initial Course Commencement Date. Participant will need to pay the Program fee difference, if any, to gain admission to the transfer Program.

7.4 I understand that my request to transfer is not confirmed until my transfer fee payment receipt is received by NLI Finance Department.

7.5 I understand that in the event that NLI needs to transfer my registration to another intake of the same course or change the schedule, there shall be no additional costs incurred to me specifically by NLI. I will also not hold NLI liable for the change in schedule and for any subsequent costs that may occur due to the change in schedule.

8. REFUNDS (WITHDRAWAL/CANCELLATION)

8.1 I am aware that if I withdraw my enrollment prior to the Course Commencement Date, tuition fees paid excluding the $500 non-refundable deposit amount shall be refunded.

8.2 I understand that if I withdraw my enrollment after the Course Commencement Date I will not receive any refund.  The Course Commencement Date means the date of the Program’s first orientation call.

8.3 If I am on the Payment Plan and withdraw my enrollment after attending a minimum of 1 class for all modules but before my total fees are paid the full program fee becomes immediately due and payable.

8.4 I am aware that if I am asked to leave the training for violating any terms of these Terms and Conditions I will not be entitled to any refund.

8.5 I understand it is my responsibility to notify NLI Finance Department at accounts-na@neurodev.wpengine.com if I wish to withdraw from the course I have enrolled in.

8.6 I am aware that a refund request must be sent via email to NLI Finance Department at accounts-na@neurodev.wpengine.com. I am aware that NLI will require 30 working days from the day my withdrawal notice is received to process my refund.

9 TRAINING AND PARTICIPANT AGREEMENTS

9.1 I give NLI permission to use my email and phone contact information for course related purposes. I am aware that a class contact sheet may be provided to all participants and trainers of the course that I attend for scheduling homework assignments. I understand that the course trainers and participants will use my contact details as a means of communication during the course and I agree to use the contact details of the other course participants only for the purpose of communication related to the training.

9.2 I understand that the authorized personnel of NLI has the right to remove me from the training if I engage in behavior that will compromise the learning of other participants.

9.3 As part of registration, NLI may send communication regarding other programs/offerings.

9.4 All costs related to participating in this training program as well as any assignments are the responsibility of participants.

9.5 I am aware that it is my responsibility to dial-in to the teleclasses from a landline or mobile device and NLI (or the conference service provider engaged by NLI) is not responsible for poor line quality caused by the telecommunication infrastructure of the country I am dialing from.

9.6 I am aware that program NLI Materials provided in digital form will not be provided in hard-copies for me and any preference for hard copies is my responsibility, including but not limited to any printing costs.

9.7 I am aware that no updated NLI Materials will be provided to past Participant after the Course Commencement Date of the program.

10. COURSE COMPLETION REQUIREMENTS

Participant must successfully complete all components of the training stage to receive Participant Certificate (BBCC and CFN only programs).

1. For Certificate in the Foundations of NeuroLeadership this includes completion of all 4 End of Module Essays and End of Program Essay, with a grade of 65% or higher.
2. For Brain-Based Conversation Skills (BBCS) we require 90% attendance. This means completing 10 of the 12 Brain-Based Conversation Skills Modules inclusive of the orientation call along with completing assignments between sessions.
3. For Brain-Based Coaching Certificate (BBCC) we require 90% attendance. This is inclusive of completion of Brain-Based Conversation Skills program and 14 of 16 Brain-Based Coaching Certificate modules along with completing assignments between sessions.

11.  Program Recording

Without further consideration, I hereby grant permission to NLI to video/audio record me as a Participant of any NLI Program and I further consent to the use of all photographs, videotapes or film, taken of me and/or recordings made of my voice and/or image, in whole or in part, of such recordings for use by the NEUROLEADERSHIP INSTITUTE for the purposes of internal training and Program quality assurance.

12. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, USA, the venue for such dispute is proper in the state and federal courts for the State of New York, USA.

13. FORCE MAJEURE

13.1 NLI shall not be liable or responsible to the Participant, nor be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of these Terms and Conditions; (f) action by any governmental authority; (g) national or regional emergency; [(h) strikes, labor stoppages or slowdowns or other industrial disturbances;] [and] [(i) shortage of adequate power or transportation facilities;] [and] [(j) other [similar] events beyond the [reasonable] control of NLI as  impacted by the Force Majeure Event.

     NLI shall give notice to the other party, stating the period of time the occurrence is expected to continue. NLI shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. NLI shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following written notice.

14. SURVIVAL OF TERMS

Notwithstanding any other provision of these Terms and Conditions, the provisions of Sections 2, 3, 4 and 5 shall survive termination or expiration of these Terms and Conditions. These terms will remain regardless of borders or location and will be enforced in local jurisdiction by local laws.