Client shall have fifteen (15) days (the “Acceptance Period”) to experience and access the coaching program.  IfClient fails to provide cancellation and request for refund through written notice via email to Company within the 15 day time frame of purchase, the coaching program shall be deemed accepted and no longer eligible for a refund. 3 Coaching GRANT.
Company hereby grants to Client, subject to the terms of this Agreement, a nonexclusive Coaching (the
“Coaching”) to access and use the Programs solely on computer or smart phone devices controlled by Client, in accordance with the Subscription acquired.

4 Coaching RESTRICTIONS.
The Coaching is subject to the express restrictions set forth below. Client shall not, and shall not permit any Third Party to:

• modify, or create any derivative work of, any part of the Programs;

• adapt, translate, copy, or convert all or any part of a Program in order to create coaching program, a principal purpose of which is to perform the same or similar functions as the Programs or to replace
any component of the Programs;

• rent, lease, or loan the Programs to; or permit Third Party use of the Programs, time share the Programs, or provide service bureau use;

• disassemble, decompile, reverse engineer the Programs or otherwise attempt to gain access to its method of operation or source code;

• sell, Coaching, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer the Programs, any copy or portion thereof, or any Coaching or other rights thereto, in whole or in part - whether by sale, exchange, lease, gift, or otherwise - to a Third Party without Company’s prior written consent, except as expressly permitted herein;

• alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in the Programs;

• use Company’s name, trade names, logos, or other trademarks of Company or any of its Affiliates or Licensors in any advertising, promotional literature or any other material, whether in written, electronic, or
other form, distributed to any Third Party, without Company’s explicit written permission, except in the form provided by Company, and then solely for purposes of identifying the Programs;

• provide access (directly or indirectly) to the Programs via the Web or Internet Application, or any file-sharing method or system, without acquiring an express Coaching from Company to do so;

• copy, make available for copy, or otherwise reproduce the Programs, in whole or in part, except to the extent necessary for the purpose of executing the Program in accordance with the Subscription and associated permitted Installation Type(s) as expressly permitted herein;

• access or use Programs that Client is not currently licensed to access or to use;

• disclose the personal Coaching password and/or Coaching file to a Third Party or allow them to be used;

• republish the Documentation; and/or • create a server, for code generation, compilation, or other programs.

5. Permitted Use

The Subscription permits only online access. Program use is restricted to the single, designated Coaching Client. Client may only designate one client access to or use of the Programs under each Coaching Program and associated subscription.

6 NONCOMPETITION
Client agrees not to use the Programs, derivative forms, generated forms, or Program components to distribute its own or a third Party’s application, a principal purpose of which, as reasonably determined by Company, is to perform the same or similar functions as Programs licensed by Company or which replaces any component of the Programs. Client shall not otherwise use the Programs to compete with the Subscriptions or businesses of Company, including by distributing libraries, or any form of an entire Program or a substantial portion of a Program.

7 RETENTION OF RIGHT, TITLE AND INTEREST BY Company.
The Programs shall at all times remain the property of Company and Client shall have no right, title, or interest therein, except uses expressly set forth in this Agreement. Client shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Programs, so as to enable Client to satisfy its obligations under the terms of this Agreement.

8 COMPANY
Company has been granted the exclusive right to distribute the Programs. Client understands and agrees that Company is a third-party beneficiary of this agreement and Client duties to Company hereunder apply equally to Company. Client shall contact Company for contractual issues related to this Agreement and for all sales and technical support.9 EFFECTIVE
This Agreement shall be effective and binding upon Client’s payment for a Subscription.

10 Coaching DURATION ( “TERM”).
This Agreement shall continue until the earlier of

(a) termination by Company, Client or Company as provided below, or

(b) such time as there are no Programs being paid for by Client hereunder.10.1 Annual Licenses:
Client understands and agrees that each Annual Coaching will renew automatically immediately after its corresponding one (1) year period unless Client cancels its Coaching by written notice through email 30 days in advance. Client understands that the Programs will stop operating unless Client pays the Coaching fee. 10.2 Monthly Licenses
Client understands and agrees that each Monthly Coaching will renew automatically immediately after the corresponding period of the term licensed, unless Client cancels it's Coaching by written notice through email. Client understands that the Programs will stop operating unless Client pays the Coaching fee. 11 TERMINATION.
Company may terminate this Agreement and all coaching programs granted hereunder if Client breaches any material term of this Coaching, including failure to pay any Coaching fees due, and Client has not cured such breach within ten (10) days of written notification. Company may immediately terminate this Agreement and all programs granted hereunder should Client breach the terms and conditions of this Agreement. Client may terminate this Coaching at any time, for any reason. Client shall not be entitled to any refund if this Coaching is terminated, except for Coaching fees paid for any Programs for which the Acceptance Period has not expired at the time of termination.

12 ASSIGNMENT.
Client may not assign or otherwise transfer this Agreement and its rights and obligations hereunder, in whole or in part, by operation of law or otherwise. Company may assign or otherwise transfer this Agreement and its rights and obligations hereunder, in whole or in part, by operation of law or otherwise.

13 LIMITATION OF LIABILITY
The Coaching Programs should not be relied on as the sole basis to determine whether Client's potential or actual client qualifies for a reverse mortgage. If a Program is employed in such a manner, it is at the Client’s own and sole risk and Company explicitly disclaims all liability for such misuse to the extent allowed by law. Company's liability resulting for negligence or for any other matter in relation to which liability can be excluded or limited shall be so excluded or limited. Except as aforesaid, (a) any other liability of Company and Company
(whether in relation to breach of contract, negligence or otherwise) shall not in total exceed the amount paid by Coaching under this Agreement, for the Subscription(s) with respect to which the liability in question arises; 

14 Enrollment Agreement

14.1 Program Content, Duration. Program content will include topics related to Reverse mortgage best practices skills and knowledge teaching, business growth, sales coaching, reverse mortgage on-line, on demand educational courses, and regular live and pre-recorded coaching sessions and events. Program information is intended for information and education purposes and is presented “as is” and does not purport to be, nor should it be construed as, advice or counseling tailored to any specific business or individual.

14.2 Client Responsibilities

a) Client is solely responsible for the decision to implement and implementation of any ideas, concepts, teachings, or the like, presented in the Program. Client agrees that Company is not and will not be liable or responsible for any action or inaction or for any direct or indirect result of Client’s use of the ideas, concepts, teachings, or the like, presented in the Program or for Client’s use of any materials provided by Company in connection with the Program. Client agrees and understands that Company makes no guarantees regarding the success of Client resulting from the Program.

(b) Client is responsible for participating in the Program in a manner that does not disrupt or impair the Program for any other participants, instructors, Company employees or contractors.

(c) Client agrees to treat information shared by other Program participants as confidential.

(d) Client acknowledges that Company reserves the right to terminate a Client’s participation in the Program for violation of the terms of this Agreement.

14.3 Acknowledgement of Company’s Intellectual Property Rights.

Client acknowledges the ownership by Company of all copyright, trademark, service mark, know how, trade secrets and other intellectual property rights in the Program content. Client acknowledges that Program content is for individual use only and agrees not to copy, sell, reproduce, record, share, teach, give away, or otherwise divulge Program content without the express written consent of Company. Reproduction or distribution of Program content is strictly prohibited (unless otherwise specified in writing). Client acknowledges that a breach of its agreements regarding Company’s intellectual property rights will cause irreparable damage to Company and its goodwill, the exact amount of which be difficult to ascertain and the remedy of monetary damages will be inadequate. Accordingly, Client agrees that in the event of a breach of its agreements regarding Company’s intellectual property rights, in addition to any other remedy that may be available at law or in equity, Company shall be entitled to specific performance and injunctive relief.

14.4 Non-Solicitation.
During the Program and for a period of five (5) years after separation from the Program, whether such separation results completion or termination, Client will not except with the prior written consent of Company, directly or indirectly, either as an individual or as a partner or joint venture or as an employee, sales, representative, principal, consultant, agent, shareholder, officer or director, for any person, firm, association, organization syndicate, company or corporation, or in any other manner whatsoever, contact, solicit, or attempt to solicit any of the persons, clients, employees, companies or institutions with whom you had dealings through the Program

(1) to competing with Company to provide the same or similar services which Company is currently providing to any of these individuals or companies, (2) to leave the employ or engagement of Company, or (3) to sell or offer for sale (4) solicit orders for the sale of any products or services14.5 Privacy Policy and Terms of Service
Client agrees to Company’s Privacy Policy and Terms of Service found on its website at
LearningReverse.com/privacypolicy. Company reserves the right to make modifications to either of these policies at its sole discretion and without notifying Program participants.

14.6 Right to Use Name & Likeness
Client irrevocably permits, authorizes, grants and licenses Company and its affiliates, successors, and assigns the right to use the clients photograph, likeness, voice, and or quotes or excerpts of written or verbally expressed words, name, and testimonial
(individually or collectively referred to as “Likeness”) for any lawful purposes, including publicity, marketing, and promotion of Company and its programs without restriction or limitation as to geography or time. Client waives any right to inspect or approve the product or material in which client’s Likeness may be used. Client agrees that Company is and will be the sole and exclusive owner of all right, title, and interest in and to the above-referenced materials, including all copyrights and any other intellectual property rights therein. Client assigns to Company any right, title, and interest, including any copyright, in the above-referenced materials.

14.7 Miscellaneous.

(a) Governing Law and Remedies. Any disputes arising under this Agreement or Client’s participation in the Program shall be governed by the laws of the state of California without regarding to its principles of conflicts of law. Any dispute arising under this Agreement or Client’s participation in the Program shall be submitted to a state or federal court located in San Diego County, Califonria, which shall have exclusive jurisdiction over the dispute and to which jurisdiction the Parties irrevocably submit.

(b) Class Action Waiver. Each Party waives the right to litigate in court any claim or dispute as a class action, either as a member of a class or as a representative. Any court action hereunder shall proceed solely on an individual basis.

(c) No Waiver. No waiver by either party of any default will be deemed as a waiver of any prior or subsequent default of the same or of another provision of this Agreement. Amendments. This Agreement will not be modified or amended except in writing signed by both parties.

(d) Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior agreements or understanding between the parties on the subject matter hereof.

(e) Severability. The invalidity or unenforceability of any particular provision of this Agreement will not affect the validity or enforceability of the other provisions, and this Agreement will be construed in allomitting of such provision results in a material alteration of this Agreement, the remaining provisions of this Agreement shall be adjusted equitably so that no Party benefits disproportionately.

(f) Company shall have no liability for any indirect or consequential loss (whether foreseeable or otherwise and including loss of profits, loss of business, loss of opportunity, and loss of use of any computer hardware or coaching program). To the extent and only to such extent that a state does not allow the exclusion or limitation of incidental or consequential damages, the above exclusion or limitation shall not apply to Client.

15 DISCLAIMER OF WARRANTIES. Except for warranties expressly set forth in Section 13 of this Agreement (or as implied by law where the law provides that the particular terms implied cannot be excluded by contract), any and all Programs and Documentation are delivered “as is” and Company makes no additional express or implied warranties. Company hereby expressly disclaim all other conditions, warranties, or other terms of any kind or nature concerning the Programs (including, without limitation, any with regard to infringement, merchantability, quality, accuracy, or fitness for a particular purpose or Clients’s purpose). Company also expressly disclaim any implied warranties of usage, trade, course of dealing, or course of performance. Except for the express warranties stated in Section 13 of this Agreement, the Programs are provided with all faults, and the entire risk of satisfactory quality, performance, accuracy, and effort is with Client. Company does not warrant that the Programs will operate without interruption or be error free. Client accepts responsibility for its use of the Programs and the results obtained therefrom.

16 GOVERNING LAW; JURISDICTION This Agreement shall be interpreted, enforced and construed and the rights of the parties hereunder governed in all respects by the laws of California and the federal laws of the United States, without regard to conflicts of law provisions, and both parties consent to the jurisdiction of the courts located in San Diego County, California and consent to the personal jurisdiction, service of process, pleadings and notices in connection with any and all actions initiated in such courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction.

17 SEVERABILITY
If any provision of this Agreement shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this Agreement shall not be affected.

18 ENTIRE AGREEMENT This Agreement and any applicable Addendum thereto including any documents referenced therein are incorporated herein by reference and contain the entire understanding of the parties and may not be modified or amended except by written instrument, executed by Company and Client. In the event of any conflict between this Agreement and any services received by Client (whether executed before or after this Agreement), this Agreement shall prevail.