Question 1 of 1

DISCERNMENT FRAMEWORK

CERTIFICATION PROGRAM PARTICIPATION AGREEMENT

1. PARTIES AND BACKGROUND. This Certification Program Agreement (“Agreement”) is entered into by and between Discernment Framework, LLC, a Delaware limited liability company (“Company”), and the undersigned individual (“Participant”). Participant is enrolling in a certification program offered by the Company for the purpose of receiving education, training, and evaluation in the Company’s proprietary framework and methodology known as Discernment Framework (the “Program”).

This Agreement governs Participant’s access to and participation in the Program, including the scope of certification, permitted and prohibited uses of the Program and Program Materials, and the rights and obligations of the parties. Nothing in this Agreement creates or shall be deemed to create any partnership, joint venture, franchise, agency, employment, fiduciary, or other legal relationship between the Company and Participant beyond the limited contractual relationship expressly set forth herein.

In consideration of Participant’s payment of the enrollment fee as disclosed at the time of purchase, and in further consideration of the Company providing Participant with access to and participation in the Program, including delivery of Program content, instructional materials, evaluation, and the opportunity to obtain certification, the parties agree to be bound by the terms of this Agreement. Participant acknowledges that execution of this Agreement is a condition of continued access to the Program and that Participant will not be permitted to participate in or receive the Program absent agreement to these terms.

2. PROGRAM DESCRIPTION AND PARTICIPATION PERIOD. The Company offers a certification program (the “Program”) consisting of education, training, and evaluation delivered through a combination of instructional sessions, digital content, recorded materials, and related resources, as described by the Company at the time of Participant’s enrollment. Participant’s access to and participation in the Program begins upon enrollment and continues until the Program concludes, as determined by the Company in its discretion (the “Participation Period”), provided Participant remains in compliance with this Agreement. The specific structure, format, schedule, delivery method, content, and components of the Program may evolve over time. The Company reserves the right to modify, update, replace, suspend, or discontinue any aspect of the Program, including the method or timing of delivery, without obligation to provide refunds or credits, so long as the Program remains substantially consistent with the Program described at the time of enrollment. Participation in the Program does not guarantee completion, certification, or continued access beyond the Participation Period.

3. PROGRAM FEES; REFUND POLICY; COMMITMENT. Participant agrees to pay the program fee in the amount and on the terms disclosed at the time of enrollment (the “Program Fee”). Payment of the Program Fee is required in order to access and participate in the Program. Participant acknowledges that the Program Fee reflects not only access to instructional content, but also the Company’s preparation, planning, and allocation of resources, including reserving a place for Participant in a program with limited enrollment.  Except as may be expressly stated in writing by the Company, all Program Fees are non-refundable. Participant understands and agrees that failure to attend sessions, complete coursework, participate fully, or achieve certification does not entitle Participant to any refund, credit, or deferral. By enrolling in the Program and paying the Program Fee, Participant represents that they have reviewed the Program description, have had the opportunity to ask questions, and have determined that the Program is a good fit for their goals and circumstances. Participant further acknowledges that enrollment in the Program constitutes a commitment to participate in good faith for the duration of the Participation Period.

Nonpayment, chargebacks, or payment disputes may result in suspension or termination of Participant’s access to the Program, without refund, and do not relieve Participant of their obligations under this Agreement.

4. SCOPE AND EDUCATIONAL PURPOSE. Participant acknowledges and agrees that the Program is provided solely for educational and informational purposes. The Program is intended to teach concepts, techniques, and frameworks related to muscle testing and related practices for personal use and, where applicable, use with Participant’s own clients, as permitted by this Agreement. The Program does not constitute, and is not intended to provide, medical, mental health, psychological, diagnostic, therapeutic, legal, tax, or other licensed or regulated professional advice, services, or training. Participation in the Program does not qualify Participant for any professional licensure, certification, or scope of practice beyond the certification expressly issued by the Company, if any.

Participant understands and agrees that the Company does not diagnose, treat, cure, or prevent any medical or mental health condition, and that no information provided in the Program should be relied upon as a substitute for advice from a licensed or qualified professional.

Participant is solely responsible for determining whether and how the concepts taught in the Program may be used in compliance with applicable laws, regulations, licensing requirements, and professional standards, including when working with clients. Participant agrees to seek appropriate professional advice for matters outside the educational scope of the Program.

5. CERTIFICATION; SCOPE AND LIMITATIONS. Participation in the Program and any certification issued by the Company are intended solely to confirm that Participant has completed the Program and demonstrated a satisfactory understanding of the Program content, as determined by the Company in its discretion. Certification, if granted, permits Participant to apply the concepts and techniques taught in the Program for Participant’s own personal use and, where applicable, in Participant’s individual business when working directly with Participant’s own clients, subject to the terms of this Agreement.

Certification does not grant Participant any right to teach, train, facilitate, license, sublicense, certify, or otherwise deliver the Program, or any portion of the Program, to others. Certification also does not grant any right to use the Program, its structure, curriculum, methods, or materials as the basis for a teaching, training, certification, or educational program of any kind.

Certification is personal to Participant and may not be transferred, assigned, shared, or sublicensed to any other individual or entity.

Participant acknowledges and agrees that certification does not:

• transfer or convey any ownership or other interest in the Program or Program Materials;

• grant any authority to represent, bind, speak for, or act on behalf of the Company;

• create any employment, partnership, agency, or ongoing business relationship with the Company; or

• guarantee any future opportunities, engagements, income, referrals, or participation in additional programs.

6. INTELLECTUAL PROPERTY; RESTRICTIONS; NO DERIVATIVE WORKS. All content, curriculum, materials, methodologies, frameworks, concepts, processes, terminology, exercises, assessments, presentations, recordings, documents, trademarks, service marks, logos, and other intellectual property made available in connection with the Program, whether provided before, during, or after Participant’s participation (collectively, the “Program Materials”), are and shall remain the sole and exclusive property of the Company. Nothing in this Agreement transfers, assigns, or conveys to Participant any ownership interest in the Program Materials or any related intellectual property. All rights not expressly granted to Participant in writing by the Company are expressly reserved by the Company.

Participant acknowledges and agrees that no rights in the Company’s intellectual property are granted by implication, estoppel, or otherwise. Participation in the Program, payment of fees, completion of coursework, or receipt of certification does not grant Participant any right to reproduce, adapt, publish, distribute, teach, license, sublicense, sell, or otherwise exploit the Program Materials, except as expressly permitted under this Agreement.

Participant may not create derivative works based on the Program Materials. For purposes of this Agreement, a derivative work includes any content, program, framework, training, certification, workshop, course, or offering that is based on, derived from, inspired by, or substantially similar to the Program Materials, regardless of whether terminology, structure, examples, visuals, sequencing, or delivery methods have been modified. Changing language, format, or presentation style does not avoid these restrictions if the resulting content functions as a substitute for or replacement of the Program.

Without limiting the foregoing, Participant agrees that they shall not, directly or indirectly:

• teach, train, facilitate, coach, certify, or otherwise deliver the Program or any portion of the Program to others;

• repackage, rebrand, rename, restructure, or repurpose the Program Materials into any spin-off, hybrid, or alternative program or offering;

• combine the Program Materials with other methodologies, modalities, or frameworks to create a new or competing offering;

• sublicense, assign, sell, share, or permit any third party to access or use the Program Materials; or

• use the Program Materials for any group, educational, instructional, or commercial purpose beyond the limited use expressly permitted under this Agreement.

These restrictions apply regardless of whether the use is offered for free or for compensation, and regardless of whether the Program Materials are presented in Participant’s own words, style, or format.

7. LIMITED LICENSE AND CERTIFICATION IDENTIFICATION. Upon satisfactory completion of the Program and issuance of certification by the Company, Participant is granted a limited, personal, non-exclusive, non-transferable, and revocable license to apply the concepts and techniques taught in the Program for Participant’s own individual purposes and in 1:1 work with Participant’s own clients, subject at all times to the terms of this Agreement.

In addition, during the period in which Participant’s certification remains active and in good standing, the Company grants Participant a limited license to use the Company’s name, logos, and trademarks solely to truthfully and accurately identify Participant’s certification status in professional and informational contexts, including on Participant’s website, professional profiles, email signature, and service offerings to Participant’s own clients.

Such use is limited to factual identification only and may not include any language, imagery, marketing copy, or representation that implies employment, partnership, agency, endorsement, sponsorship, or authority to teach, train, certify, license, or otherwise act on behalf of the Company.

All licenses granted under this Section automatically and immediately terminate upon suspension, revocation, or expiration of Participant’s certification or termination of this Agreement, without further notice. Upon termination, Participant must promptly discontinue all use of the Company’s name, logos, trademarks, and any references to certification status.

8. CONDUCT; CONFIDENTIALITY; NO GUARANTEES. Participant agrees to participate in the Program in a professional, respectful, and non-disruptive manner. Participant shall not engage in conduct that interferes with the Program, the experience of other participants, or the integrity and reputation of the Company. The Company reserves the right to remove or suspend Participant’s access to the Program for conduct that is materially disruptive, harmful, or inconsistent with the standards of the Program, without refund.

Participant acknowledges that the Program may involve group discussions, shared experiences, examples, and information disclosed by other participants. Participant agrees to respect the privacy and confidentiality of other participants and to refrain from disclosing or sharing any non-public information, discussions, or materials shared by the Company or other participants, except as permitted by this Agreement or with express permission. Participant further acknowledges that the Program Materials and Program structure are confidential and proprietary to the Company and may not be shared, distributed, or disclosed outside the scope expressly permitted by this Agreement.

Participant understands and agrees that the Company makes no guarantees, representations, or warranties regarding any specific results, outcomes, business growth, income, client acquisition, or success arising from participation in the Program or receipt of certification. Any examples, testimonials, or statements regarding results are illustrative only and do not constitute a promise or guarantee of similar outcomes.

9. ASSUMPTION OF RISK. Participant acknowledges that the Program includes experiential exercises, including muscle testing, which may involve personal reflection or emotional responses. Participant voluntarily assumes all risks associated with participation and agrees to engage only to the extent you feel comfortable. Participant further acknowledges that some exercises are self-directed and that you are solely responsible for your decisions, actions, interpretations, and implementation of any insights gained through the Program.

10. MEDIA RELEASE AND CONSENT. Participant irrevocably grants the Company the right to use Participant’s name, likeness, image, voice, photographs, recordings, statements, testimonials, and general descriptions of Participant’s participation in the Program for the Company’s marketing and promotional purposes. Such use may occur in any medium now known or later developed and will not be misleading or materially inconsistent with Participant’s actual experience. Participant understands and agrees that no compensation will be provided and waives any right to inspect or approve such use. This consent is irrevocable and shall survive termination of this Agreement.

11. FORCE MAJEURE. The Company shall not be liable for any delay, interruption, or failure to perform its obligations under this Agreement if such delay or failure results from events beyond the Company’s reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, pandemics, epidemics, government orders, failures of utilities or internet services, or other events of similar nature (“Force Majeure Event”). In the event of a Force Majeure Event, the Company may pause the Program, extend timelines, or offer reasonable alternative methods of delivery, including virtual or modified formats, without being deemed in breach of this Agreement. Participant acknowledges that such adjustments do not entitle Participant to a refund or damages, except as expressly stated in writing by the Company.

12. ENFORCEMENT; TERMINATIONS; REMEDIES. Termination; Suspension; Revocation.
    The Company may suspend or terminate Participant’s access to the Program and/or revoke Participant’s certification at any time if Participant breaches this Agreement, misuses the Program Materials or Company intellectual property, violates Program standards, or engages in conduct that the Company reasonably determines to be harmful to the Program, the Company, or other participants. Termination or revocation may occur without refund.

Effect of Termination or Revocation. Upon termination of this Agreement or suspension, revocation, or expiration of certification for any reason, Participant must immediately:

• cease all use of the Program Materials and all Company intellectual property;

• discontinue holding themselves out as certified or affiliated with the Company; and

• remove all references to certification, affiliation, or authorization from websites, marketing materials, social media, and professional profiles.

Injunctive Relief. Participant acknowledges that any unauthorized use of the Program Materials, misuse of Company intellectual property, or misrepresentation of certification status would cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting a bond.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM, OR PARTICIPANT’S PARTICIPATION THEREIN. IN ALL EVENTS, THE COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY PARTICIPANT FOR THE PROGRAM.

Indemnification. Participant agrees to indemnify, defend, and hold harmless the Company and its members, managers, employees, contractors, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Participant’s breach of this Agreement, misuse of the Program Materials, misrepresentation of certification status, or Participant’s services, representations, or interactions with clients or third parties.

Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement or the Program shall be brought exclusively in the state or federal courts located in Idaho, and the parties consent to the personal jurisdiction and venue of such courts.

Survival. All provisions that by their nature are intended to survive termination of this Agreement shall survive, including provisions relating to intellectual property, confidentiality, media release, limitation of liability, indemnification, and enforcement.

Dispute Resolution. Before initiating any legal action arising out of or relating to this Agreement or the Program, the parties agree to attempt to resolve the dispute through good-faith mediation conducted remotely or in Idaho, as determined by the Company. Notwithstanding the foregoing, the Company may seek immediate injunctive or equitable relief in any court of competent jurisdiction to prevent or remedy unauthorized use of the Program Materials, misuse of intellectual property, or misrepresentation of certification status, without first participating in mediation. If a dispute is not resolved through mediation, any legal action shall be brought exclusively in the state or federal courts located in Idaho, as set forth below.

13. MISCELLANEOUS.  

Entire Agreement. This Agreement constitutes the entire agreement between the Company and Participant regarding the Program and supersedes all prior or contemporaneous agreements, discussions, representations, or understandings, whether written or oral.

Amendments. This Agreement may be amended only by a written document executed by the Company.

No Waiver. The failure of the Company to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of the right to enforce such provision or any other provision in the future. Any waiver must be in writing and executed by the Company.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

Assignment. Participant may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without restriction.

Headings. Headings are for convenience only and shall not affect the interpretation of this Agreement.