Terms & Conditions For The Academy Levels 1-3 Program

Member Agreement

THIS CERTIFIED PROGRAM CERTIFICATION AGREEMENT (“Agreement”) is between The Academy For Highlevel, a Wisconsin limited liability company (“The Academy For Highlevel”) and [insert client name] (“Participant”). The Academy For Highlevel and Participant may sometimes be collectively referred to in this Agreement as the “Parties,” or each individually, a “Party.” The Parties agree as follows:

I. PROGRAM CERTIFICATION OVERVIEW

The Academy For Highlevel agrees to provide PROGRAM CERTIFICATION (collectively, the “Program”), which includes videos and worksheets available for download via a website, email, or tool. This Program includes three (3) parts: Level 1, 2, and 3. Participant will begin the Program on Level 1. Once the coursework and end-of-course quiz has been completed and approved by The Academy For Highlevel, Participant will move on to Level 2 and then Level 3 in a similar fashion. There is no time limit between Participant’s start and completion of the Program. Once Participant has completed and passed all three levels, Participant will be granted certification and added to The Academy For Highlevel’ Marketplace. The Marketplace will allow Participant to engage with businesses in need of a virtual assistant or platform builder.

II. PARTICIPANT RESPONSIBILITIES

By signing this Agreement, Participant acknowledges and agrees to the following: a. To be motivated and committed to completing the Program and becoming a Certified Program Builder. b. To accept full responsibility for Participant and any actions Participant takes that might result from participating in the Program. c. That there are no guaranteed results from the Program. d. Participant will not move to the next level in the program without The Academy For Highlevel approval. The Academy For Highlevel has the sole discretion to approve Participant’s completion of each level. e. The Academy For Highlevel can discontinue Participant’s involvement in the Program at any time and for any reason. f. To pay Program Fees associated with the Program on time and that Participant can financially afford the Program fee at this time.

III. THE ACADEMY FOR HIGHLEVEL RESPONSIBILITIES

The Academy For Highlevel agrees to: a. Provide Participant with access to the Program. b. Include Participant, at The Academy For Highlevel's discretion, on its Marketplace once Participant has completed the Program and become a Certified Program Builder.

IV. PROGRAM FEES

1. Program Fees. Participant shall pay all fees in U.S. dollars via Paypal or Stripe. Total payment depends on the level purchased or upgraded to. Depending on the level or levels purchased, Payment can be made in one of four ways: a. One payment of $299.00 in advance; or b. One payment of $1499.00. c. One payment of $4995.00 in advance for affiliate partners only; or d. Six installments of $510 for affiliate partners only. Participant will not be able to access each level without payment in advance.

2. Refunds. Once Participant accesses a level, no refunds will be given for that level. Refunds will not be issued for this program.

3. If the participant that is enrolled chooses to swap registration with someone outside of the program, they must make a swap payment fee depending on the level of progress the initial participant has made before enrolling the new participant a. Participants in the Level 1 level must make a payment of 10% of the certification price. b. Participants in the Level 2 level must make a payment of 15% of the certification price. c. Participants in the Level 3 level must make a payment of 20% of the certification price.

V. INDEMNIFICATION

Each Party (“Indemnifying Party”) agrees to defend, indemnify and hold harmless the other party, its directors, officers, employees, agents, and those of its affiliates (“Indemnified Parties”), from any and all claims, causes of action, judgments, settlements, losses, damages, demands, liabilities, fines, penalties, litigation and other expenses (including, without limitation, reasonable attorneys’ fees and court costs) asserted by a third party (including governmental agencies) against an Indemnified Party: (a) arising from or relating to the Agreement (including personal injury, death, or property damage) to the extent caused or arising out of the negligence, willful misconduct, breach of this Agreement by the Indemnifying Party or an agent of the Indemnifying Party; or (b) violation of law by the Indemnifying Party or an agent of the Indemnifying Party. An Indemnified Party agrees to provide prompt notice to the Indemnifying Party of any claim for which indemnification is sought hereunder and reasonable cooperation by the Indemnified Party in the defense of such claims at the Indemnifying Party’s expense. No settlement of a claim that affects the rights of the Indemnified Party hereunder shall be entered into without the prior written consent of Indemnified Party.

VI. INDEPENDENT CONTRACTOR

The Parties acknowledge and agree that The Academy For Highlevel is an independent contractor. Nothing contained in this Agreement shall create a partnership between the Parties or authorize either Party to act as a joint venturer, general agent, affiliate, or employee of the other.

VII. OWNERSHIP OF WORK AND MATERIALS

The Academy For Highlevel retains all right, title and interest in and to any methodologies, materials, videos, illustrations, and pictures it uses in performing services under this Agreement, although Participant may, while and after The Academy For Highlevel renders its services, utilize its methodologies to the extent reasonably necessary to carry out any recommendations or utilize any materials prepared by The Academy For Highlevel and distributed to Participant as a participant in the Program. Any materials provided to participants in the Program are The Academy For Highlevel’ property and shall not be reproduced without written permission from The Academy For Highlevel. Participant is expressly prohibited from making any copies of materials created by The Academy For Highlevel and providing to non-participants in the Program.

VIII. CONFIDENTIALITY

1. Each Party agrees, on its own behalf and on behalf of any agents it utilizes to perform its responsibilities under this Agreement, that the materials, information, and know-how (whether oral, electronic, “hard copy,” or otherwise) which the other Party (“Disclosing Party”) provides to such Party (“Receiving Party”) or to which Receiving Party gains access in the course of performing its responsibilities hereunder (collectively, “Confidential Information”), including but not limited to materials, information, software, concepts, methods, processes, know-how or information relating to the Disclosing Party or the Disclosing Party’s customers (including but not limited to items legally constituting trade secrets under the appropriate Wisconsin laws), are, as between the Parties, the property of the Disclosing Party. Receiving Party shall hold said materials and information in trust and confidence using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own confidential information of a similar nature, but not less than reasonable care. Said information and materials shall be used by Receiving Party only within the scope of its rights and responsibilities under this Agreement, shall not be disclosed to employees of the Receiving Party who do not have a need for access to same, and shall not be disclosed to third Parties (other than to authorized subcontractors of The Academy For Highlevel engaged in the provision of services hereunder) by Receiving Party without Disclosing Party’s prior written approval. Additionally, The Academy For Highlevel agrees that Participant may provide access to The Academy For Highlevel’ Confidential Information to Participant’s consultants and contractors to the extent that such disclosure is necessary in order for such third parties to perform the services for which they have been retained by Participant and provided that such third parties have executed a non-disclosure agreement prior to any such access with restrictions at least as strict as those contained in this Agreement. 2. The confidentiality obligations set forth in this Article shall not apply to information and materials: (i) that are or subsequently become publicly available without Receiving Party’s breach of any duties it owes to Disclosing Party (provided that this exclusion does not apply to “Customer Information” as defined in this Article); or (ii) was known to Receiving Party prior to Disclosing Party’s disclosure; or (iii) became known to Receiving Party from a source other than Disclosing Party, other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party. In addition, the Receiving Party may disclose Confidential Information as required to comply with lawful requests or binding orders of regulators or other governmental entities that have jurisdiction over it; provided that the Receiving Party (a) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, and (b) discloses only such Confidential Information as is required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

IX. LIMITATION OF LIABILITY

In no event shall The Academy For Highlevel be liable for any loss of profit or revenue by Participant, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Participant arising as a result of or related to the Program, whether in contract, tort, or otherwise, even if Participant has been advised of the possibility of such loss or damages. Participant further agrees that the total liability of The Academy For Highlevel for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of The Academy For Highlevel, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid by Participant to The Academy For Highlevel for the Program during the twelve (12) month period preceding the date the claim arises. Participant shall indemnify and hold The Academy For Highlevel harmless against any claims by third parties, including all costs, expenses and attorneys' fees incurred by The Academy For Highlevel therein, arising out of or in conjunction with Participant’s performance under or breach of this Agreement.

X. COMPLETION OF THE PROGRAM

1. Upon completion of the Program, Participant’s SANDBOX account will be turned off after the seventh (7th) day from Program completion.

XI. TERM AND TERMINATION

This Agreement shall continue until either of the Parties provides notice of termination to the other Party and on such date this Agreement shall be terminated.

XII. GENERAL PROVISIONS

1. Compliance with Law. The Parties shall perform their obligations hereunder in compliance with all laws, statutes, ordinances, orders, or regulations. 2. Governing Law; Venue. The construction, interpretation and enforcement of this Agreement shall be governed by the substantive law of the United States of America and the State of Wisconsin, U.S.A., without regard to its conflict of law provisions. 3. Irreparable Harm. Irreparable harm shall be presumed if either Party breaches any covenant of this Agreement relating to its obligations of confidentiality or the other’s proprietary rights and the aggrieved party shall be entitled to injunctive relief. 4. Entire Agreement. This Agreement (including all attachments hereto) is intended by the Parties hereto to be the final expression of their agreement, and it constitutes the full and entire understanding between the Parties with respect to the subject hereof. This Agreement may be amended only by manual signatures by the Parties to this Agreement and cannot be amended by website or other electronic agreements. If a waiver, amendment or modification of any provision of this Agreement is handwritten, typed or otherwise included within the physical confines of the document, it shall not be effective unless specifically manually initialed by the Party against whom enforcement of such waiver, amendment or modification is sought. 6. Waiver. No waiver by either Party of any breach by the other of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. 6. Survivability. Sections 12.1 – Compliance with Law, 12.2 – Governing Law; Venue, 12.3 – Irreparable Harm, 12.4 – Entire Agreement, and this section 12.6 - Survivability, and 9 – Limitation of Liability shall survive termination of this Agreement. 7. Counterparts. This Agreement may be executed in counterparts, which taken together shall constitute one single agreement between the Parties.

The Parties, intending to be legally bound by the terms contain in this Agreement, have executed this Agreement as of the last date below.