PROGRAM AGREEMENT

THIS AGREEMENT is made and entered into as of the date signed, by and between Pericles Rellas, Inc. (PRI), and purchasing Client (Client).

SECTION 1: PURPOSE

1.1. This document outlines Client’s rights and responsibilities as a client of PRI as well as PRI’s responsibilities owed to Client.

1.2 Client’s acceptance is required before Client (a) is given access to the member site and Program materials, and (b) is added to the private members-only Facebook Group.

1.3 By accepting, Client acknowledges that: (a) Client has read this agreement, (b) Client understands it, and (c) Client accepts and agrees to be bound by its terms.

SECTION 2: MEMBERSHIP AND PROGRAM FEES

2.1 Program: PRI agrees to provide coaching services to Client in the form of video conferencing, audio and/or visual presentations, and periodic personal coaching and evaluation (Program), in exchange for the Program Fee listed below. Client’s access to the Program is conditional on payment of Program Fee.

2.2 Program Fee: Client has paid PRI the following NON-REFUNDABLE (Program Fee): A lump sum of $897.00 for eight weeks of access to and use of the Program, and for lifetime access to Program materials contained on the membership site.

2.3 Refunds: All sales are final, and refunds are not available. Client agrees and understands that Client is foregoing the right to claim any refund of the Program Fee.

SECTION 3: TERM AND TERMINATION

3.1 Term: The Term of this Agreement commences upon payment of the Program Fee as set forth in Paragraph 2.2. The membership period lasting eight weeks commences upon payment of the Program Fee as set forth in Paragraph 2.2.

3.2 Termination: PRI may terminate this Agreement for good cause upon notice given to Client. “Cause” includes, without limitation, breaching this Agreement, comprising confidentiality of the Program or other clients, or ceasing to be in communication for an extended period. Sections 5-8 below will survive any termination of this Agreement. Client is not entitled to a refund if the Agreement is terminated for cause.

SECTION 4: NO WARRANTIES

4.1 No Guarantees: Client acknowledges that the Program is for coaching and PRI guarantees no results.

Client is responsible for their own success, whether they attend sessions, do the assignments, study the materials, or take advantage of coursework. Client acknowledges that success varies and is dependent on factors such as a person’s drive, dedication, and motivation as well as willingness to be committed, decisive, coachable and resourceful. Testimonials are not a promise or guarantee of Client’s own success.

4.2 Commitment: Client commits to faithfully execute all Program lessons, assignments, and coursework to the best of their ability, and to participate fully in both session work and work between sessions. Client agrees to attend all scheduled video conferencing and coaching sessions and, if necessary, to catch themselves up on elements of the Program they may have missed. Client also acknowledges that creating results requires tremendous effort, and that Client is prepared and committed to faithfully make that effort.

SECTION 5: CONFIDENTIALITY AND COMPETITION

5.1 Confidentiality: Except as set forth in Section 7, the parties agree that confidentiality, as set forth below, is a material term of this agreement.

5.1.1 Client agrees to keep confidential (a) the name, identifying information, and specifics shared by the other members in the Program; (b) Client’s own payment arrangements.

5.1.2 PRI agrees that all information disclosed during Client’s sessions is confidential, except as may be required to be disclosed by law, including: (a) a reasonable suspicion of child abuse or elder abuse, (b) a reasonable suspicion that Client is likely to harm themselves or present a danger of harm to others, and (c) as may be required during a legal proceeding or other legal process.

5.2 Program Materials: Except as expressly authorized by this agreement, Client will not provide or make available Program materials or login information to any third party, use Program materials or information to teach any third party, or otherwise disclose or discuss information revealed in any portion of the Program for any purpose other than participating in the Program.

5.3 Intellectual Property: Client understands and agrees that all Program materials, including without limitation the educational model, concepts, information, and documents (collectively “Proprietary Materials”), are the property of PRI and are trademarked, copyrighted, and/or protected by trade secret and other applicable laws. Client agrees not to reproduce, copy, film, record, or otherwise duplicate by electronic, digital, or any other means, or distribute, lend, transfer, share or sell all or any portion of Proprietary Materials. PRI expressly reserves all right regarding the Proprietary Materials.

5.3.1 Client acknowledges that the Proprietary Materials constitute commercially valuable, proprietary, confidential property of PRI; the design and development of which required the investment of substantial effort, time, money, and manpower. Client acknowledges that violation of the prohibitions of this section 5 would constitute irreparable harm to PRI.

5.3.2 Client’s notes are for personal use only. Client agrees not to use the Proprietary Materials in any way that would compromise their confidential and proprietary nature, including by instructing, assigning, packaging, delivering, distributing, or re-packaging the Proprietary Materials themselves, either reproduced or modified, or anything derived from the Proprietary Materials.

5.3.3 Nothing in this section 5.4 is intended to limit Client from expressing, speaking, or sharing their results, benefits, or experiences of participating in the Program.

5.4 Client agrees that this section prohibits the use of Program materials, knowledge, experience, or information, including names and identifying information of other Clients for the following purposes, without limitation:

5.4.1 To create groups or other programs, formal or informal, that involve former graduates of the Program continuing the personal growth process or coaching each other. Client acknowledges and agrees that such “graduate groups” attract candidates who may otherwise use PRI’s graduate Programs and therefore improperly compete with PRI.

5.4.2 To solicit other clients of the Program (or other PRI programs) for the purpose of selling them products or services, or to add them to list servs, email distribution lists, Facebook groups or other online communities.

SECTION 6: LIMITATION ON LIABILITY, INDEMNIFICATION

6.1 Limited Liability: Client may choose to follow the coaching, suggestions, advice, and information from PRI, or not. Such decisions, and their consequences, are Client’s own. PRI is not liable for any actions, choices, or decisions that Client takes or fails to take, nor for any damages or losses sustained by Client or any third party. The coaching, methodologies, suggestions, advice, and information provided by PRI do not constitute professional, legal, financial, accounting, investment, medical, or actuarial advice.

6.2 Health Warning: Coaching is not a substitute for the professional advice of a medical doctor, psychiatrist, or counselor. Diagnosing mental-health or medical conditions is for trained medical professionals and not for professional coaches such as PRI. Client alone is responsible for their own health and well-being at all times before, during, and after their participation in the Program.

6.3 Indemnification: Client agrees to indemnify and hold harmless PRI against any claims that allegedly arise as a result of the coaching, suggestions, advice, information, materials, or techniques provided in the Program, including but not limited to claims arising from self-inflicted injuries, death, mental-health disorders, or any loss or cost incurred by Client or any person related or associated with Client.

SECTION 7: PROMOTION

7.1 Client grants to PRI an irrevocable, non-exclusive, royalty-free, worldwide license to use, distribute, and exhibit in any form now or later developed, Client’s name, likeness, image, photograph, and voice related to Client’s participation in the Program or attendance at events (Client Materials).

7.2 Client agrees that PRI may use, reproduce, or disseminate any testimonial describing or otherwise referencing, directly or indirectly, Client’s experiences in the Program, including the specific results that Client experienced over the course of their participation.

7.2.1 Client testimonials include written statements Client may publish through social media accounts and online forums, as well as any statements or images captured or otherwise recorded during Client’s attendance at any event related to the Program.

7.2.2 Client represents and warrants that any testimonial made is correct and truthful.

SECTION 8: MISCELLANEOUS

8.1 Governing law: This agreement will be governed by and interpreted in accordance with the laws of the State of Nevada, without regard for choice-or conflict-of law principles. Disputes related to this agreement may be brought only in federal or state courts in the County of Clark, Nevada. Both parties consent to personal jurisdiction and venue of such courts.

8.2 Attorney Fees and Expenses: If a proceeding or action is brought to enforce or interpret the terms or conditions of this agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, the amount of which will be fixed by the court and will be made a part of any award or judgment rendered.

8.3 This agreement cannot be assigned by either party without the other’s express written consent.

By purchasing this product, Client acknowledges that they understand and agree to the terms above.