Congratulations and Welcome to the Crowned Ministries International Leadership Coaching Certification (CMI-LC) Program and to the CMI-LC Team!
You are on your way to becoming a certified CMI-LC Coach, Teacher and Speaker. This program includes everything as contained on the attached Description of the CMI-LC Certification Program.
By signing this Commitment Form, Team Member acknowledges that Team Member has read, agrees with and will be bound by its terms, including the Standard Terms and Conditions below, and Team Member commits to the Program and to payment of the Total Program Fee provided above. Team Member hereby provides authorization to CMI-LC, LLC. (the “Company”) to debit Team Member’s account or charge Team Member’s credit card given for the Total Program Fee as provided above. Team Member understands that Team Member is indebted to the Company for the Total Program Fee, regardless of whether Team Member uses the Program or opts to cancel before the Program term is complete. Team Member understands that Team Member will be entitled to a refund of the Total Program Fee paid only if: (a) Team Member completes all of the curriculum included in the CMI-LC Training; (b) Team Member believes that the Company has not met all of its obligations pursuant to this Commitment Form; (c) Team Member attends the first day of the first-scheduled live training event with CMI-LC for which Team Member is scheduled by the Program Administrator (“Team Member’s Scheduled Live Event”); and (d) Team Member notifies the Company on or before the first day of Team Member’s Scheduled Live Event of Team Member’s request for a refund. Team Member understands Team Member must attend the first full day of Team Member’s Scheduled Live Event in order to be eligible for this refund. Notification shall only be deemed received by Company if sent to and acknowledged back by the Program Administrator at firstname.lastname@example.org
STANDARD TERMS AND CONDITIONS
THIS AGREEMENT is entered into by and between CMI-LC LLC., a Virginia Limited Liability Corporation (“Company”) with offices 108 Niblick Circle Suffolk, VA 23434 and, the registrant named on the Commitment Form attached to this Agreement (“Team Member”). Company and Team Member will sometimes be described in this Agreement collectively as the “Parties” or individually as the “Party.”
- Team Member is committed to becoming aCMI- Leadership Certified Coach, Teacher and Speaker using the materials and programs which are part of theCMI-LC Certification Program as developed by Company. The training, products and programs used in the CMI-LC Certification Program described in this Agreement, shall be collectively referred to as the “Program Materials.” Team Member is committed to be trained to provide CMI-LC speaking, coaching and/or teaching services with the cooperation and support of Company.
- Upon completion of the CMI-LC Certification Program, Team Member shall have the opportunity to market himself or herself as a CMI-LC Certified Coach, Teacher and Speaker, subject to the terms of this Agreement.
- Company seeks to assist and support Team Member’s business of providing coaching, teaching and speaking services via the telephone and in-person seminars and by licensing and allowing Team Member to use various intellectual products owned and marketed exclusively by CMI-LC, Company, The CMI-LC Academy, LLC, a Virginia limited liability company (“FNWEBS”) and Max Potential Motivation, Inc., a Virginia corporation (“CMI-LC Motivation”). Collectively CMI-LC, Company, FNWEBS and Max Potential Motivation are referred to herein as the “IP Owners”.
STATEMENT OF AGREEMENT
In consideration for the mutual promises, covenants, and obligations set forth herein, the Parties agree as follow:
- Training of Team Member.
- Upon successful completion of the CMI-LC Certification Program (the “CMI-LC Training”), Team Member shall be a “Certified CMI-LC Coach, Teacher and Speaker.” The CMI-LC Training shall be provided at locations and times chosen by Company. Team Member is solely responsible for (i) all costs and expenses related to completion of the CMI-LC Training, including transportation, parking, accommodations and meals, unless otherwise designated by Company, and (ii) the costs and expenses related to Team Member’s speaking, teaching and coaching business, including the costs of collateral materials and tools used for providing services to Team Member’s clients. If Team Member has not paid the Total Program Fee provided on Team Member’s Commitment Form in full, Team Member hereby acknowledges that Company may limit the Program Materials made available to Team Member until all payments have been submitted. In no event will Team Member be permitted to participate in the three-day live event with CMI-LC (the “Live Event”) until the Total Program Fee has been paid in full. In order to attend a Live Event, Team Member must pre-register for the Live Event following the pre-registration requirements posted on the Resource Website, as defined hereinafter and pay a registration fee. Team Member is expected to attend the first Live Event for which Team Member is scheduled by the Program Administrator (“Team Member’s Scheduled Live Event”). Team Member may request to attend a later scheduled Live Event in lieu of Team Member’s Scheduled Live Event; provided that (i) Team Member will be required to pay a change fee of Seven Hundred Fifty Dollars ($750.00) if Team Member fails to notify Company within sixty (60) days of the first date of Team Member’s Scheduled Live Event that Team Member will not be attending Team Member’s Scheduled Live Event, and (ii) failure to attend Team Member’s Scheduled Live Event will result in Team Member’s forfeiture of any right to receive a refund of the Total Program Fee pursuant to Section 5 hereof. Further, if a Team Member does not attend a Live Event within twelve (12) months from the date of Team Member’s execution of the Commitment Form and a Live Event has been offered by Company during that time, then, until Team Member attends a Live Event, Company may, in its sole discretion, suspend all of Team Member’s rights and privileges to participate in the CMI-LC Certification Program including, but not limited to: (i) suspension of Team Member’s access to the Program Materials, (ii) suspension of Team Member’s right to participate in any telephone conference calls or meetings included in the CMI-LC Training, (iii) removal of Team Member’s Personalized Website (as defined hereinafter), and (iv) suspension of Team Member’s license to use the Program Marks (as defined in Section hereinafter). If Team Member is registered for a Live Event and fails to attend such Live Event without providing Company at least sixty (60) days prior written notice, Company may charge Team Member a change fee of Seven Hundred Fifty Dollars ($750.00). Any notices pursuant to this Section shall only be deemed received by Company if sent to and acknowledged back by the Program Administrator atCmilcoach@gmail.com.
- Team Member acknowledges and agrees that Live Events and any and all events related thereto are intended solely for the benefit of persons enrolled, preregistered and accepted by Company for such Live Events. If Team Member takes any action which is deemed by Company to disrupt or interfere with a Live Event, its related activities or its attendees, Company may terminate Team Member’s license to use the Program Materials and to describe himself or herself as a CMI-LC Certified Coach, Teacher and Speaker and Team Member’s Personalized Website will be terminated. Interference shall include, but not be limited to, meetings with participants of a Live Event on the dates of such Live Event if Team Member has not registered for the Live Event.
- Attendance at only one Live Event is included with the payment of the Total Program Fee. Company, in its discretion, may permit Team Member to attend additional Live Events subject to availability and payment of an audit fee to be determined by Company.
- Training and Products Provided. A description of the general training, products and materials to be provided to Team Member as part of the CMI-LC Training is set forth on the attached Description of the CMI-LC Certification Program (the “Description”). Company reserves the right to modify the Description and shall post any changes to the Description on the official website for the CMI-LC Certification Program (the “Master Website”) or the official resource website for the CMI-LC Certification Program (the “Resource Website”), as determined by the Company.
- License to Use Program Materials.
- Limited License. Company grants to Team Member a limited, non-exclusive, non-assignable, non-transferable and revocable license (without the right to grant sublicenses) to use the Program Materials for the live speaking, teaching and coaching of the Team Member’s clients. While Team Member may use the Program Materials for such purposes, Team Member is not authorized to certify any person or entity as a CMI-LC Certified Coach, Teacher and Speaker or any other similar certification using the CMI-LC name. Team Member may not create products or marketing materials such as videos, books, webinars, DVDs, CDs or the like using the Program Materials for the content or the basis of the content of such products or materials whether such products or materials are offered for sale or not, without the prior written approval of Company. The license granted to Team Member is conditioned upon Team Member’s compliance with all of the terms and conditions in this Agreement and such rules and policies as may be developed by Company from time to time for the Program and use of the Program Marks (as defined in Section 4 hereof) and the Program Materials.
- Ownership of the Program Materials. Team Member acknowledges that the Program Materials are the exclusive property of the IP Owners, and protected by copyright, trademark and other intellectual property laws, both domestic and international. Nothing in this Agreement shall be construed as transferring, assigning, or conveying any such ownership or proprietary rights to the Program Materials from the IP Owners to Team Member or any other person or entity. Team Member may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Program Materials. Team Member may not duplicate, modify or otherwise use the Program Materials in any format other than the format in which they were provided to Team Member without the prior written consent of Company.
- Limitations on the License. Team Member has the right to use the Program Materials as specifically set forth in this Agreement. Team Member will not have the right to use the Program Materials or any other copyright, trademark, trade name, or other intellectual property asset of the IP Owners for other purposes including, but not limited to the following technical uses: creating an archive; using in a searchable, machine-readable database; modifying; reverse engineering; decompiling; storing; copying; reproducing; distributing; creating derivative works (as defined in the U.S. Copyright Law, 17 U.S.C. section 101); adapting or incorporating into other Program Materials, products, programs or services; selling; sublicensing; leasing; time-sharing; publishing, advertising, promoting or broadcasting, without the prior written consent of Company.
- Transfer of Program Materials. Team Member agrees not to loan, transfer, convey, lease or sell any of the Program Materials to any third party without the prior written consent of Company. A “third party” is defined as any person or entity other than Team Member. Notwithstanding the foregoing, Company, in its sole discretion, may permit Team Member to share Program Materials with other participants in the CMI-LC Training through the Community Share section of the Resource Website.
- “Customized” Program Materials. Team Member may request that Company “Customize” the Program Materials or Team Member may “Customize” the Program Materials. The Program Materials will be deemed to have been “Customized” if any changes, substantial or not, are made to the materials from the form in which they are provided to Team Member by Company. By way of example, but not limitation, the Program Materials are considered “Customized” if Team Member or Team Member’s logo is added to a page within a workbook, if changes are made to the workbook text or if new handouts are included with the workbook. Any Program Materials “Customized” by Team Member must be approved in writing by Company in advance of any use of such Program Materials. If the Program Materials are “Customized”, any and all modifications, improvements, changes or additions to the Program Materials, (excepting any of Team Member’s trademarks or trade names) that are in whole or in part derivative of the Program Materials, whether created by Team Member, Company or otherwise, shall be the sole and exclusive property of the applicable IP Owner. Team Member hereby assigns and transfers to the IP Owners all of Team Member’s right, title and interest, throughout the universe and in perpetuity, to any customizations made to the Program Materials.
- Trademark. Team Member shall be permitted to market or promote its affiliation with the CMI-LC Certification Program solely for purposes of marketing and promoting Team Member’s services as a coach, teacher and speaker and as a part of any biographical description of Team Member using the following description: “(Team Member’s name) is a CMI-LC Certified Coach, Teacher and Speaker.” Team Member may not alter the logo in color, text or design in any way. Upon prior written approval of Company, Team Member may use the “CMI-LC Certified Coach, Teacher and Speaker” mark and such other marks as may be provided for use to Team Member by Company from time to time (collectively, the “Program Marks”) in any size and in conjunction with Team Member’s own marketing materials and other promotional media solely for purposes of promoting Team Member’s services as a coach, teacher and speaker. Notwithstanding the foregoing, no approval shall be required for Team Member’s use of marketing or collateral materials using the Program Marks which are provided by Company to Team Member. Any unauthorized use of the Program Marks can deceive customers and dilute the value of the Program Marks; therefore, the Program Marks must be used only in a manner and to the extent specifically authorized by Company. Company specifically prohibits the use of the Program Marks or any variation of the Program Marks in any internet domain names, social media names or e-mail addresses, except those provided by Company to Team Member. Company reserves the right to obtain the transfer of any unauthorized domain name upon request and without reimbursement. Team Member acknowledges that Team Member shall have no right or license to use CMI-LC’s name or likeness or any derivatives thereof except as specifically provided in this Agreement or as otherwise may be granted in writing by Company or the CMI-LC Group.
- Refund. Team Member understands that Team Member will be entitled to a refund of the Total Program Fee paid only if: (a) Team Member completes all of the curriculum included in the CMI-LC Training; (b) Team Member believes that Company has not met all of its obligations pursuant to the Commitment Form; (c) Team Member attends the first full day of Team Member’s Scheduled Live Event; and (d) Team Member notifies Company on or before the first day of Team Member’s Scheduled Live Event of Team Member’s request for a refund. If the Total Program Fee paid by Team Member is refunded to Team Member, Team Member’s license to use the Program Materials and to describe himself or herself as a CMI-LC Certified Coach, Teacher and Speaker will be automatically revoked and Team Member’s Personalized Website (as defined in Section 9 hereof) will be terminated. Except as provided above, the Total Program Fee or any portion paid thereof which has been paid is non-refundable. Any notices pursuant to this Section shall only be deemed received by Company if sent to and acknowledged back by the Program Administrator atCmilcoach@gmail.com.
- Relationship of Parties. Team Member acknowledges that Team Member has no direct relationship with CMI-LC, TJMC or CMI-LC Motivation (collectively, the “CMI-LC Group). It is the express intention of the Parties that the relationship between Team Member and Company is one of independent contractor, and that Team Member is not a legal employee, agent, joint venturer, franchisee or partner of Company or the CMI-LC Group. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, franchise or agency between Team Member and Company or the CMI-LC Group. Team Member will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of Company or any member of the CMI-LC Group.
- Quality Control.
- At any time during the term of this Agreement, Company shall have the right to inspect, audit, and listen to Team Member’s use of the Program Materials in Team Member’s speaking, coaching or teaching business (without any fee or cost imposed by Team Member) to determine: (a) the quality of the delivery or presentation; (b) the appropriate use by Team Member of the license granted herein; and (c) Team Member’s adherence and compliance with the terms and conditions of this Agreement. Company will provide Team Member with reasonable notice of its intent to exercise this right and shall attempt to use methods or means least burdensome to Team Member and Team Member’s clients in exercising this right. Team Member shall not use the Program Materials or Program Marks in a manner which is deemed, in the sole discretion of Company, to be detrimental to the good reputations of the Program, Company and/or the CMI-LC Group.
- Company shall be permitted to terminate the license and all rights granted to Team Member pursuant to this Agreement if the commercial value of Company, the CMI-LC name and/or the CMI-LC Certification Program is impaired by reason of the alleged commission by Team Member of any act which shall be an offense involving moral turpitude under federal, state or local laws or which tends to shock, insult or offend the community or ridicule public morals and decency. In addition, Company may terminate the license and all rights granted to Team Member pursuant to this Agreement if Team Member takes any action which is disruptive to the other participants’ enjoyment of the Live Event or any other training event that is part of the CMI-LC Training.
- Confidential Information. In carrying out the terms of this Agreement, the Parties may need to disclose confidential or proprietary information to one another. Each of the Parties agrees to protect and preserve all confidential information of one another and not to disclose it to parties who are not part of this Agreement without the written consent of the other Party.
- Personalized Replicated Website. Company will provide Team Member with a CMI-LC Team personalized replicated website for use by Team Member (the “Personalized Website”). Team Member will not be required to pay any fee for the initial set-up and first year of use of the Personalized Website. At the beginning of each year following the first year of use of the Personalized Website, Team Member shall be obligated to pay an annual maintenance fee in order to continue to use the Personalized Website. Items provided to Team Member by Company for use on Team Member’s Personalized Website, including links to other websites and materials, may only be used on Team Member’s Personalized Website unless permission is otherwise provided in writing by Company. A Team Member’s Personalized Website may not be modified in any way without the prior written consent of Company.
- Non-Solicitation of Other Team Members; No Self-Promotion. Team Member hereby acknowledges and agrees not to solicit other participants in the CMI-LC Training for the provision of goods or services by Team Member or any other party, whether or not such goods and services are being provided for compensation, without the prior written consent of Company. Team Member agrees that Team Member will not engage in self-promotion of Team Member’s services at any CMI-LC Training event or in any forum created by Company for the use by participants in the CMI-LC Training. In addition, Team Member shall not organize or create any forum, blog or social media website for use by participants in the CMI-LC Training, without the prior written consent of Company.
- General. The license and other rights granted to Team Member pursuant to Agreement shall be subject to termination, at Company’s sole discretion, by providing written notice to Team Member, in the event of any breach by Team Member of any term or condition of this Agreement, and such breach having continued for a period of fifteen (15) days or more after written notice by Company to Team Member to cure or remedy such breach. If Team Member timely cures said breach as determined by Company in its sole good faith discretion, any reoccurrence of said breach, either on the same or substantially similar facts, will negate any further right-to-cure afforded. Notwithstanding anything to the contrary contained herein, in the event that Team Member’s breach of this Agreement results in irreparable damage to the Program, Company or any member of the CMI-LC Group, as determined by Company in its sole discretion, Company shall not be obligated to provide Team Member with any opportunity to cure and this Agreement will be immediately terminated upon notice by Company to Team Member.
- Effect of Termination. Upon termination of this Agreement, Team Member shall have no right to use the Program Materials or the Program Marks or represent himself or herself as a Certified CMI-LC Coach, Teacher and Speaker, except with Company’s express written consent and instructions; provided however, that Team Member shall continue to be bound by Team Member’s obligations hereunder, including, without limitation, Team Member’s obligations pursuant to Section 12.
- Indemnification. Team Member shall indemnify, hold harmless and defend Company, the CMI-LC Group, their affiliates and their respective officers, directors, employees, representatives, agents, instructors, vendors and independent contractors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, actions, proceedings, liabilities, losses, damages, fees, costs and expenses (including reasonable attorneys’ fees and costs of investigation) resulting from or arising out of (i) Team Member’s offering and delivery/presentation of any Program Materials; and (ii) Team Member’s actions or inaction in violation of this Agreement or applicable law.
- Infringement. If Team Member learns that any third party (including Team Member’s clients) is making any unauthorized use of the Program Materials or the Program Marks or any other copyright, trademark or intellectual property right of IP Owners, Team Member agrees to promptly notify Company in the most expeditious means possible, followed by written notice, of such alleged unauthorized use and all other facts known to Team Member. Team Member agrees not to make any demands or claims, bring suit, effect any settlements, or take any other action against that party without prior written consent from the owner of the applicable Program Materials and/or Program Marks. Team Member agrees to reasonably cooperate with the IP Owners, at no out-of-pocket expense to Team Member, in connection with any action taken by the IP Owners to investigate or terminate the infringement.
- Team Member acknowledges and agrees that Team Member is not guaranteed to achieve any specific health, personal relationships, financial or other results or earn any specific amount of income or reach any particular goal by participating in this program or by becoming certified. Information provided as part of the training is provided for Team Member’s personal use. Team Member uses such information at Team Member’s own risk and is solely responsible for any decisions and actions that result from Team Member’s use of such information. The CMI-LC Training does not provide psychological, relationship, legal, investment or financial advice. Team Member acknowledges and warrants that if Team Member is under the care of a physician or other health care professional that the trainings and programs provided herewith do not violate or otherwise conflict with the advice of Team Member’s professional care provider.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANITES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE TRAINING AND PROGRAM MATERIALS ARE PROVIDED- “AS IS”. IN NO EVENT WILL COMPANY BE LIABLE TO TEAM MEMBER OR ANY OTHER PARTY FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSSES OF REVENUE) ARISING FROM TEAM MEMBER’S OFFERING AND DELIVERY OR PRESENTATION OF THE PROGRAM MATERIALS, EVEN IF COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Further, Company’s aggregate liability arising with respect to this Agreement pursuant to any legal theory, including BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, SHALL NOT EXCEED ANY AMOUNTS CUMULATIVELY PAID BY TEAM MEMBER TO COMPANY PURSUANT TO THIS AGREEMENT.
- Assignment. This Agreement shall be assignable by Company and inure to the benefit of Company’s successors and assigns. This Agreement shall not be assignable or transferable in whole or in part by Team Member, by operation of law or otherwise, absent the prior written consent of Company.
- Governing Law – Class Action Waiver. This Agreement will be governed by, and construed in accordance with, the laws of the State of Virginia, without reference to rules governing choice of laws. Team Member irrevocably and unconditionally waives, to the fullest extent permitted by law, any right Team Member may have to participate as a representative or member of any class of claimants in any class action against Company or the CMI-LC Group, or any of their affiliated entities, now or hereafter pending relating to transactions contemplated by this Agreement or similar transactions.
- Arbitration. Any dispute or claim arising out of or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), will be exclusively (except as provided below) resolved by binding arbitration before the American Arbitration Association (“AAA”). One arbitrator will be selected using AAA procedures. The arbitrator will use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The arbitrator will also render a written decision setting forth detailed findings of fact and conclusions of law, within thirty (30) calendar days after the conclusion of the arbitration hearing. The arbitrator will not award attorneys’ fees, or punitive, indirect, incidental, special, consequential, treble or other multiple or exemplary damages, and the Parties hereby agree to waive and not seek such damages. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section, or seek injunctive or other equitable relief to protect its intellectual property rights, as long as (unless prohibited by applicable law) the remainder of the dispute or claim is submitted to arbitration. The arbitration will be held in Palm Beach County, Virginia. Both Parties hereby give their irrevocable consent to the processes of the AAA in Virginia, as well as the jurisdiction of the courts of Palm Beach County, Virginia for enforcement purposes. Awards will be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign, having jurisdiction over the Party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.
- Severability. If any provision of this Agreement or part of such provision is determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions shall survive and remain in full force and effect, and shall be interpreted to give effect to the intentions of the Parties as is possible.
- Legal Age. By entering into this Agreement, Team Member represents and acknowledges that Team Member is of legal age in the country, state or province of Team Member’s residency to enter into a contract that is binding on Team Member.
- Complete and Final Agreement. This Agreement (including all exhibits or attachments which are incorporated herein by this reference) constitutes the entire agreement between Company and Team Member with respect to the subject matter at hand and supersedes all prior or contemporaneous communications, proposals or understandings, whether electronic, oral or written.
- Notices. Any notice, consent, demand or request required or permitted by this Agreement shall be in writing, shall be effective upon receipt, and shall be transmitted by (1) personal delivery, (2) registered or certified U.S. mail, (3) overnight national courier service (Federal Express, UPS), or (4) by either facsimile transmission with confirmation of receipt or by email with confirmation of both delivery and opening, and a hard copy sent by regular U.S. Mail; addressed according to the addresses and other information appearing on the Commitment Form unless specifically directed otherwise within this Agreement.
- Force Majeure. Company shall not be liable for any delay or failure in performance under this Agreement, resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of Company.
- Waiver. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligation and agreement contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, fight, undertaking or agreement of either Party set forth herein.
- Modifications. Company may modify any of the terms and conditions contained in this Agreement, at any time and in Company’s sole discretion, by posting a change notice or a new version of the Agreement on the Resource Website and Team Member shall be bound by any changes immediately upon such posting. Team Member shall be responsible for periodically reviewing the Resource Website for notice of changes to the Agreement. Team Member’s continued participation in the CMI-LC Training, including, without limitation, use of the Resource Website, Personalized Website and/or the Program Materials, and/or use of the limited license granted hereunder following the posting of a change notice or a new version of the Agreement will constitute binding acceptance of the change. In no event shall Team Member be entitled to any refund of any portion of the Total Program Fee except under the conditions described in Section 5 hereof.