Terms and Conditions

Please read this Agreement (“Agreement”) carefully. By accessing, downloading, and/or using all or any part of the Fulfillment Institute (“TFI”) Services, you (“You” and, where applicable, “Your”) indicate Your acceptance of the following terms from The Fulfillment Institute, Inc. (“TFI”). You agree to be bound by all the terms and conditions of this Agreement. You agree that it is enforceable as if it were a written negotiated agreement signed by You. If You do not agree to the terms of this Agreement, You may not access, download, and/or use TFI Services. If You are entering into this Agreement on behalf of a company or other legal entity, You hereby represent that You have the authority to bind such entity to this Agreement, in which case the term “You” shall be construed to refer to such entity. In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, You and TFI agree as follows:

1. TFI Offerings

TFI offers a range of personal and professional development services, including:

• Courses and Certifications: Leadership development, coaching certifications (e.g., ICF-accredited programs such as ACC and PCC), and micro-courses.

• Coaching Services: Personalized coaching for individuals and organizations through in-person, video, and phone-based sessions.

• Learning Management System (LMS): Access to online platforms for courses, certifications, and progress tracking.

• Corporate Solutions: Tailored training programs for businesses to enhance employee well-being, leadership, and team dynamics.

• Content and Community Engagement: Blogs, newsletters, webinars, and thought leadership materials.

The above services (“TFI Services”) are provided pursuant to orders submitted through an order form (once accepted by TFI, each an “Order”). Each Order will include a description of the TFI Services, the schedule for the delivery of the services, the applicable subscription period (“Subscription Period”), and the associated fees and payment terms. Each Order must be accepted by TFI to become valid. Each Order will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement. To the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the terms of this Agreement will govern.

2. User Relations, Restrictions, Reports, and Reporting

User Relationships and Restrictions:

• User interactions with TFI in connection with TFI Services are subject to TFI’s standard end-user terms.

• TFI may use any data, information, or materials collected or received from Users through these interactions, in accordance with such end-user terms.

• You are responsible for establishing Your own policies (if any) with Users as to what information is appropriate to share as part of TFI Services.

• Users will use the TFI LMS and platform subject to the terms set forth in this provision, and You will not have Your own entity-wide account or direct access to the platform.

• Any passwords for the TFI LMS or platform are TFI’s confidential information.

• You will not (and will not allow anyone else to):

  • Rent, lease, copy, disclose, provide access to, or sublicense the TFI LMS or platform.

  • Use the LMS or platform for the benefit of, or to provide any service to, a third party.

  • Publicly disseminate information regarding the performance of the TFI platform.

TFI Reporting: If set forth in the description of services for the applicable Order, TFI will, during the term of this Agreement, provide You with reporting outlining certain statistics regarding the TFI Services the Users received (“TFI Reporting”). You may only use the TFI Reporting for Your internal business purposes, in compliance with all applicable laws. Consistent with TFI’s standard end-user terms and its confidentiality policies, TFI will not disclose User-specific coaching content or results to You.

3. Fees and Payment Terms

The fees and payment terms applicable to TFI Services and related support are set forth in the applicable Order. Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full.

4. Term, Termination, and Effects of Termination

Unless earlier terminated as set forth in this Agreement, this Agreement commences upon the date You first access, download, or use the TFI Services (“Effective Date”) and continues to the end of the last effective Subscription Period. Unless otherwise set forth in an Order, TFI Services shall have a term of 12 months and shall automatically renew for additional one-year terms unless either party provides notice of non-renewal to the other party no later than 30 days prior to the renewal date. TFI may change the pricing for Subscription Terms subsequent to the initial Term (each a “Renewal Term”), in its sole discretion.

Either party may terminate this Agreement (including all related Orders) for cause if the other party fails to cure any material breach of this Agreement (including a failure to pay fees) within 10 days after written notice. Upon any expiration or termination of this Agreement:

1. TFI will cease providing the Services.

2. You and the Users will cease any access to the TFI LMS or platform.

3. You may retain and continue use of all TFI Reporting provided by TFI prior to the effective date of termination or expiration of this Agreement, except if TFI terminates this Agreement for cause.

Notwithstanding any terms to the contrary in this Agreement, Sections 2, 3, 6, 7, and 8 will survive any termination or expiration of this Agreement.

5. Representations and Warranties

Each party represents and warrants that:

• This Agreement is valid, binding, and enforceable against it in accordance with its terms.

• It will fulfill its obligations under this Agreement in accordance with all applicable laws.

6. Disclaimer

EXCEPT AS SET FORTH IN SECTION 5, TFI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COACHING DOES NOT CONSTITUTE MEDICAL ADVICE OR THERAPY. TFI WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TFI.

7. Limitation of Liability

EXCEPT FOR YOUR BREACH OF THE RESTRICTIONS IN SECTION 2 OR YOUR OTHER MISAPPROPRIATION OF TFI’S INTELLECTUAL PROPERTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; AND (B) EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TFI DURING THE PRIOR 12 MONTHS UNDER THIS AGREEMENT.

8. General Provisions

Governing Law and Venue: This Agreement will be governed by and construed in accordance with the laws of the State of [Specify State]. The courts in [Specify Jurisdiction] will be the exclusive venue for any disputes.

Ownership: TFI owns all rights, title, and interest in and to the Services, platform, and any associated intellectual property.

Publicity: You consent to TFI’s use of Your name and logo on its website and marketing materials, identifying You as a customer.

Assignment: Neither this Agreement nor any right or duty under it may be transferred, assigned, or delegated by You without TFI’s prior written consent. TFI may freely assign this Agreement.

Notices: Notices will be deemed given as of the day they are received by email, messenger, delivery service, or mail.

Miscellaneous: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements related to its subject matter.