Course Agreement
Effective Date: {date}

THE AGREEMENT: This Course Agreement (hereinafter, "Agreement") is made by and
between USA Kickboxing LLC, a limited liability company, organized under the laws of
the state of Florida, hereinafter referred to as "Course Provider," and you, further defined below, as a participant in the Course, also defined below.
All parts and sub-parts of this Agreement are specifically incorporated by reference here.

This Agreement shall govern the use of all pages and screens in and on the Course (all
collectively referred to as "Course") and any services provided by or on this Course
Provider through the Course ("Services") and/or on the Course Provider's website
("Website").

Article 1 - DEFINITIONS:

A) The parties referred to in this Agreement shall be defined as follows:

I) Course Provider, us, we: Course Provider, as the creator, operator, and publisher
of the Course, is responsible for providing the Course publicly. Course Provider, us,
we, our, ours and other first-person pronouns will refer to the Course Provider, as
well as, if applicable, all employees and affiliates of the Course Provider.

II) You, the user, the participant: You, as the participant in the course and user of
the Website, will be referred to throughout this Agreement with second-person
pronouns such as you, your, yours, or as user or participant.

III) Parties: Collectively, the parties to this Agreement (Course Provider and You)
will be referred to as Parties.

B) The Course details are as follows:

I) Course Name: USA kickboxing Coaches Certification

II) Course Description:

This certification course gets you the education and requirements needed to
become a Bronze, Silver, or Gold certified coach. These certifications are
needed to corner your athlete nationally and internationally.

III) Course URL: www.combatsportseducation.com

Article 2 - ASSENT & ACCEPTANCE:

By purchasing and participating in the Course, you warrant that you have read and
reviewed this Agreement and that you agree to be bound by it. If you do not agree to be
bound by this Agreement, please cease your participation in the Course immediately. If
you do so after purchase, you will not be entitled to any refund. Course Provider only
agrees to provide the Course to you if you assent to this Agreement.

Article 3 - AGE RESTRICTION:

You must be at least 18 (eighteen) years of age to use this Website, participate in the
Course or access any Services contained herein. By participating in the Course, you
represent and warrant that you are at least 18 years of age and may legally agree to this
Agreement. Course Provider assumes no responsibility or liability for any
misrepresentation of your age.

Article 4 - LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS:

We may provide you with certain information as a result of your accessing of the Course
through the Website. Such information may include, but is not limited to, documentation,
data, or information developed by us and other materials which may assist in your

participation in the Course ("Materials"). Subject to this Agreement, we grant you a non-
exclusive, limited, non-transferable and revocable license to use the Materials solely in

connection with your participation in the Course and your use of the Website. The
Materials may not be used for any other purpose, and this license terminates upon your
completion of the Course, your cessation of use of the Course or the Website, or at the
termination of this Agreement.

Article 5 - COURSE TERMS:

The Course does not have a structured start date, which means you may begin it at any
time. Whether or not the Course has been completed, it will expire the following amount
of time after purchase: 12 Months.

At the completion of the Course, you will receive a certificate evidencing your
participation in, and completion of, the Course.

The Course and any of its accompanying Materials may not be shared with any party. If
we suspect that the Course or Materials are being shared and/or that you have shared
your log-in information with any party, we reserve the right to immediately terminate youraccess to the Course, in our sole and exclusive discretion.

We do not offer any promises or guarantees with regard to our Course or Course
Materials. You hereby acknowledge and agree:

A) You are solely and exclusively responsible for the choices that you make with
regard to this Course, the Materials contained within it, or any significant changes to
your business or life;

B) You are solely and exclusively responsible for your own mental health, physical
health, business decisions, and any other actions or inaction you choose to take;

C) We are not liable for any result or non-result or any consequences which may
come about due to your participation in the Course;

D) This Course does not constitute a therapeutic relationship or a medical one. We
do not provide therapy or medical services and you are responsible for procuring
these services at your own will and discretion if needed.

Article 6 - INTELLECTUAL PROPERTY:

You agree that the Materials, the Course, the Website, and any other Services provided
by the Course Provider are the property of the Course Provider, including all copyrights,
trademarks, trade secrets, patents, and other intellectual property ("Company IP"). You
agree that the Company owns all right, title and interest in and to the Company IP and
that you will not use the Company IP for any unlawful or infringing purpose. You agree
not to reproduce or distribute the Company IP in any way, including electronically or via
registration of any new trademarks, trade names, service marks or Uniform Resource
Locators (URLs), without express written permission from the Company.

Article 7 - CONTENT YOU POST:

Through your participation in the Course and your use of the Website, you may be
permitted to post materials to the Course pages and other parts of the Website ("User Contributions").

You hereby grant Course Provider a royalty-free, non-exclusive, worldwide license to copy, display, use, broadcast, transmit and make derivative works of User Contributions you post. The Course Provider claims no further proprietary rights in your User Contributions.

You also agree to comply with the "Acceptable Use" provision of this Agreement for all
User Contributions that you post, including and especially to not violate the intellectual
property rights of any third party through your User Contributions.

If you feel that any of your intellectual property rights have been infringed or otherwise
violated by the posting of information or media by another of our users, please contact
us and let us know.

Article 8 - YOUR OBLIGATIONS:

As a participant in the Course, you will be asked to register with us. When you do so,
you will choose a user identifier, which may be your email address or another term, as
well as a password. You may also provide personal information, including, but not
limited to, your name. You are responsible for ensuring the accuracy of this information.
This identifying information will enable you to participate in the Course. You must not
share such identifying information with any third party, and if you discover that your
identifying information has been compromised, you agree to notify us immediately in
writing. Email notification will suffice. You are responsible for maintaining the safety and
security of your identifying information as well as keeping us apprised of any changes to
your identifying information.

The billing information you provide us, including credit card, billing address and other
payment information, is subject to the same confidentiality and accuracy requirements
as the rest of your identifying information. Providing false or inaccurate information, or
using the Course or the Website to further fraud or unlawful activity is grounds for
immediate termination of this Agreement.

OBLIGATIONS: As a participant in the Course, you will be asked to undertake and
complete the following obligations:

I) Level 1 Background check
II) Safe Sport Certificate
III) Concussion Certificate
IV) CPR Certified

Article 9 - PAYMENT & FEES:

Certification at the rate of $599 minus any discount code is due at the time of registration

 

If payment is not complete, or you are not actively subscribed to a payment plan by the time you wish to begin the Course, you will not be permitted to access the Course Materials. If at any point we cease to recieve payments from you, your access to the Course Materials will be terminated. 

Article 10 - ACCEPTABLE USE:

You agree not to use the Course or the Website for any unlawful purpose or any
purpose prohibited under this clause. You agree not to use the Course or the Website in
any way that could damage the Course, Website, Services, or general business of the
Course Provider.

a) You further agree not to use the Course or the Website:

I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;

II) To violate any intellectual property rights of the Course Provider or any third
party;

III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;

VIII) To unlawfully gather information about others.

Article 11 - NO LIABILITY:

The Course and Website are provided for informational purposes only. You
acknowledge and agree that any information posted in the Course, in the Materials, or
on the Website is not intended to be legal advice, medical advice, or financial advice,
and no fiduciary relationship has been created between you and us. You further agree
that your participation in the Course is at own risk. We do not assume responsibility or
liability for any advice or other information given in the Course, in the Materials, or on the Website.

Article 12 - REVERSE ENGINEERING & SECURITY:

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any code or
software from or on the Course or Website;

b) Violate the security of the Course or Website through any unauthorized access,
circumvention of encryption or other security tools, data mining or interference to
any host, user or network.

Article 13 - DATA LOSS:

We do not assume or accept responsibility for the security of your account or content.
You agree that your participation in the Course or use of the Website is at your own risk.

Article 14 - INDEMNIFICATION:

You agree to defend and indemnify the Course Provider and any of our affiliates (if
applicable) and hold us harmless against any and all legal claims and demands,
including reasonable attorney's fees, which may arise from or relate to your participation in the Course, your use or misuse of the Website, your breach of this Agreement, or
your conduct or actions. You agree that we shall be able to select our own legal counsel
and may participate in our own defense, if we wish.

Article 15 - SPAM POLICY:

You are strictly prohibited from using Course for illegal spam activities, including
gathering email addresses and personal information from others or sending any mass
commercial emails.

Article 16 - MODIFICATION & VARIATION:

We may, from time to time and at any time without notice to you, modify this Agreement.

You agree that we have the right to modify this Agreement or revise anything contained
herein. You further agree that all modifications to this Agreement are in full force and
effect immediately upon posting on the Website and that modifications or variations will
replace any prior version of this Agreement, unless prior versions are specifically
referred to or incorporated into the latest modification or variation of this Agreement.

To the extent any part or sub-part of this Agreement is held ineffective or invalid by any
court of law, you agree that the prior, effective version of this Agreement shall be
considered enforceable and valid to the fullest extent.

Article 17 - ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the Parties with respect to
the Course. This Agreement supersedes and replaces all prior or contemporaneous
agreements or understandings, written or oral.

Article 18 - SERVICE INTERRUPTIONS:

We may need to interrupt your access to the Course to perform maintenance or
emergency services on a scheduled or unscheduled basis. You agree that your access
to the Course and/or Website may be affected by unanticipated or unscheduled
downtime, for any reason, but that we shall have no liability for any damage or loss
caused as a result of such downtime.

Article 19 - TERM, TERMINATION & SUSPENSION:

We may terminate this Agreement with you at any time for any reason, with or without
cause. We specifically reserve the right to terminate this Agreement if you violate any of
the terms outlined herein, including, but not limited to, violating the intellectual property
rights of us or a third party, failing to comply with applicable laws or other legal
obligations, and/or publishing or distributing illegal material.

You may also terminate this Agreement at any time by contacting us and requesting termination. At the termination ofthis Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.

Please be advised that terminating this Agreement does not entitle you to a refund on
any monies spent with us.

Article 20 - NO WARRANTIES:

You agree that your participation in the Course and your use of the Website is at your
sole and exclusive risk and that any Services provided by us are on an "As Is" basis. We
hereby expressly disclaim any and all express or implied warranties of any kind,
including, but not limited to the implied warranty of fitness for a particular purpose and
the implied warranty of merchantability. We make no warranties that the Course or

Website will meet your needs or that the Course or Website will be uninterrupted, error-
free, or secure. We also make no warranties as to the reliability or accuracy of any

information in the Course or on the Website. You agree that any damage that may occur
to you, through your computer system, or as a result of loss of your data from your
participation in the Course or your use of the Website is your sole responsibility and that
we are not liable for any such damage or loss.

Article 21 - LIMITATION ON LIABILITY:

We are not liable for any damages that may occur to you as a result of your participation
in the Course or your use of the Website, to the fullest extent permitted by law, as noted
above. The maximum liability of Course Provider arising from or relating to this
Agreement is limited to the greater of one hundred ($100) US Dollars or the amount you
paid to us in the last six (6) months. This section applies to any and all claims by you,
including, but not limited to, lost profits or revenues, consequential or punitive damages,
negligence, strict liability, fraud, or torts of any kind.

 

Article 22 - GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this
Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the
Course and your use of the Website, you agree that the laws of Florida shall govern
any matter or dispute relating to or arising out of this Agreement, as well as any
dispute of any kind that may arise between you and us, with the exception of its
conflict of law provisions. In case any litigation specifically permitted under this
Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the
state and federal courts of the following county: United States, Florida. The Parties
agree that this choice of law, venue, and jurisdiction provision is not permissive, but
rather mandatory in nature. You hereby waive the right to any objection of venue,
including assertion of the doctrine of forum non conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or arising out
of this Agreement, the Parties shall first attempt to resolve the dispute personally
and in good faith. If these personal resolution attempts fail, the Parties shall then
submit the dispute to binding arbitration. The arbitration shall be conducted in the
following county: United States. The arbitration shall be conducted by a single
arbitrator, and such arbitrator shall have no authority to add Parties, vary the
provisions of this Agreement, award punitive damages, or certify a class. The
arbitrator shall be bound by applicable and governing Federal law as well as the law
of the following state: Florida. Each Party shall pay their own costs and fees. Claims
necessitating arbitration under this section include, but are not limited to: contract
claims, tort claims, claims based on Federal and state law, and claims based on
local laws, ordinances, statutes or regulations. Intellectual property claims by us will
not be subject to arbitration and may, as an exception to this sub-part, be litigated.
The Parties, in agreement with this sub-part of this Agreement, waive any rights
they may have to a jury trial in regard to arbitral claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be
assigned, sold, leased or otherwise transferred in whole or part by you. Should this
Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise
transferred by Course Provider, the rights and liabilities of Course Provider will bind
and inure to any assignees, administrators, successors, and executors.

E) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or
unenforceable by a court of law or competent arbitrator, the remaining parts and
sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement,
this shall not constitute a waiver of any future enforcement of that provision or of any
other provision. Waiver of any part or sub-part of this Agreement will not constitute a
waiver of any other part or sub-part.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under
this Agreement are for convenience and organization, only. Headings shall not
affect the meaning of any provisions of this Agreement.

H) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership,
or joint venture has been created between the Parties as a result of this Agreement.
No Party has any authority to bind the other to third parties.

I) SHARING OF INFORMATION

We will never sell your personally identifiable information (such as name or email address) to third parties. We may share your personally identifiable information with partner companies without your consent. 

I) FORCE MAJEURE: We are not liable for any failure to perform due to causes
beyond our reasonable control including, but not limited to, acts of God, acts of civil
authorities, acts of military authorities, riots, embargoes, acts of nature and natural
disasters, and other acts which may be due to unforeseen circumstances.

J) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications
are permitted to both Parties under this Agreement, including e-mail or fax. For any
questions or concerns, please email us at the following address:
Support@combatsportseducation.com.