CGM Challenge Toolkit: Terms of Sale 
Restorative Wellness Solutions, LLC dba the Institute of Restorative Health
CGM Challenge Toolkit
TERMS OF SALE

 The following Terms of Sale govern your participation in, or use of, the Program offered by Restorative Wellness Solutions, LLC dba the Institute of Restorative Health,(“Company”).  Please read these Terms of Sale carefully. By visiting and using the Program Platform you agree that your use of our Site, participation in our Program, and use of Program Materials (listed in Program descriptions below, as may be amended from time to time)  is governed by the following terms and conditions, together with our Terms of Service and Privacy Policy.

The Company reserves the right to accept or decline any participant.

Enrollment in the CGM Challenge Toolkit (the “Program”) is offered by the Company:


[  ] at a stand-alone cost of $597; or,
[  ] as part of the Company’s Alumni Association annual membership, only for those eligible pursuant to the terms of the Alumni Association and related bonus offers.

• Enrollment in the Program includes:
  • Delivery method: the Company’s online/digital platform.
  • Deliverables: Program materials including power point presentations for client group sessions, client forms and handouts, a practitioner operations manual and instructions for setting up your online CGM Challenge, Practice Better codes for pre-done materials, a marketing guide and related tools, and a partner relationship with a CGM company to supply your clients’ CGMs.  The extent of materials included is subject to the Company’s discretion, and is subject to change.                         

• The Program is not intended as a substitute for, or in lieu of, other health and wellness training, certification, accreditation and/or licensing.
• This Program is not intended to qualify you for a certification, which can only be attained through the Company’s live-cohort programs.  You may not represent yourself as a graduate of any of the Company’s Programs or as having studied with the Company, unless you have received a Certificate of Completion from one of the Company’s other full, live-cohort programs.
• Your participation in this Program is not a substitute for any licensing requirements that may be applicable to you and does not independently authorize you to render care, prescribe regimens or prescribe medications or supplements.
• Your activities in the health and wellness field remain subject to your education, qualifications and licensure.
• This Program is intended for practitioners in the United States and Canada. CGMs are not readily available internationally, and your purchase of this Program without confirming access to CGMs in your intended geographic area is at your own risk.

• Program education and information is intended for a general audience and does not purport to be, nor should it be construed as, specific advice, tailored to any individual.   

• All Program materials and the like that have been or will be made available Company or its designated facilitators, or any other source, oral or written, are for use in conjunction with this program only.  

• Program content and resource material may not be sold, recorded, videotaped, shared, taught, given away, or otherwise divulged without the express written consent of the Company, or its designated agent, except as presented in the context of the Program for professional use with clients. 
• Program material and/or protocols contained therein may not be shared with other medical or health-related practitioners and may not be recommended to third parties who have not contracted with you to participate in the CGM Challenge or are not otherwise under your care. 
• The information contained in program material is strictly for educational purposes. Therefore, if you wish to apply ideas contained in this material, you are taking full responsibility for your actions.
• We assume no responsibility for errors or omissions that may appear in any program materials. 
• User names and passwords may not be shared with any third parties. You are responsible for maintaining the confidentiality of your password and account on the Program website and are responsible for all activities (whether by you or others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session.
• Any violation of the Company’s policies regarding content usage shall result in the immediate termination of your enrollment without refund.
• Access to materials is granted upon enrollment and no refunds will be given.

• not to infringe any Program-participants or the Company's copyright, patent, trademark, trade secret or other intellectual property rights;
• that any Confidential Information shared by Program participants or any representative of the Company is confidential and Proprietary, and belongs solely and exclusively to the Participant who discloses it or the Company;
• not to disclose such information to any other person or use it in any manner other than in discussion with other Program participants during Program sessions;
• that all materials and information provided to you by the Company are its confidential and proprietary intellectual property belong solely and exclusively to the Company, and may only be used by you as authorized by the Company;
• the reproduction, distribution and sale of these materials by anyone but the Company, except as intended to administer the CGM Challenge for your clients, is strictly prohibited;
• that if you violate, or display any likelihood of violating, any of your agreements contained in this paragraph the Company and/or the other Program participant(s) will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.

3. Limitation of Liability:
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, OUR SITE OR PROGRAM MATERIALS, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH OUR SITE OR PROGRAM MATERIALS OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH OUR SITE OR PROGRAM MATERIALS, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SITE OR PROGRAM MATERIALS AND THE PRODUCTS, SERVICES AND/OR MATERIALS.
OUR SITE AND PROGRAM MATERIALS ARE CONTINUALLY UNDER DEVELOPMENT AND COMPANY. MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
OUR SITE AND PROGRAM MATERIALS OFFER HEALTH, WELLNESS, FITNESS AND NUTRITIONAL INFORMATION AND ARE DESIGNED FOR EDUCATIONAL PURPOSES ONLY. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON OUR SITE AND PROGRAM MATERIALS. THE USE OF ANY INFORMATION PROVIDED ON OUR SITE OR IN OUR PROGRAM MATERIALS IS SOLELY AT YOUR OWN RISK.

NOTHING STATED OR POSTED ON OUR SITE OR IN OUR PROGRAM MATERIALS OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.

You understand and agree that the value you will derive from the Program will be in proportion to the level of effort you put forth, your degree of comprehension, your background, skill, and level of desire and willingness to take action on the information provided, and maybe be influenced due to external factors like world events, market conditions, employment, relationships, and other unknowns.

You agree that the Company has not, cannot, and will not, make any claims or guarantees of financial, medical, health, or specific results based on the Program. You understand that we offer no professional personal, medical, psychological, legal, therapeutic, or financial advice in this program, and none of the information contained in the Program should be confused as such advice. You understand that the Program and all the products and services offered by the Company or its representatives are for educational, informational, and professional development purposes only.

You agree that the Company is not responsible for the success or failure of your actions, relationships, or business decisions relating to any information presented, and by your registering for the program you specifically release the Company and any of its representatives or contractors from liability for any special or consequential damages that result from the use of, or the inability to use, the information or strategies communicated through the Program and its materials and websites, or any services provided prior to or following the Program, even if advised of the possibility of such damages. Under no circumstances, including but not limited to negligence, will the Company be liable for any special or consequential damages that result from your participation or implementation of information provided in the Program.

4. Indemnification:

You hereby indemnify and hold harmless the Company, its owners, officers, directors, and employees of and from any and claims arising from or related to your use of information gained during the course of the Program.            

You understand and agree to defend, indemnify and hold the Company and its officers, directors, and employees harmless from and against all damages, liabilities, costs, losses, expenses, claims, and/or judgments, including legal costs and attorney fees which any of them may incur or become obligated to pay arising out of or resulting from your breach of any representation, warranties, obligations, or duties under this Agreement. This indemnification shall survive expiration or termination of this Agreement.

5. License:

Your use of, and access to the Program Materials is on a licensed basis. In that regard, the Company hereby grants to you, and you hereby accept, the non-exclusive right, license and privilege to use (but not sublicense) the Program Materials.  The license granted herein applies to the Program Materials available and offered at the date of purchase; the Company has no obligation to update or supplement Program Materials at any point in time.

You agree to:

(a)   constantly use your best efforts in the use of the Program Materials in a way to protect the good name and goodwill associated with the Program Material and the Company. 

(b) not to attack the title of the Company in and to the Program Material nor attack the validity of the license granted hereunder;

(c) not harm, misuse or bring into disrepute the Program Material and Company, but to the contrary, will maintain the value and reputation thereof to the best of your ability;

(d) at all times comply with all applicable government laws and regulations, and all voluntary industry standards relating or pertaining to the use of the Programs and Materials and shall maintain appropriate customary high-quality standards. You shall also abide by the Company’s suggestions and specifications regarding quality control over the use of the Program Material.

The license granted herein does not grant you any right, title or interest, at law or in equity, in or to any of the Company’s trademarks, service marks, copyrights, copyrighted material, or any derivative uses thereof, trade secrets or other rights or intellectual property of any kind, except as provided by said license.  Further, such license applies only to those Program Material   designated herein. You shall not represent to others or conduct yourself in any manner that might indicate to others that you possess any other legal or equitable rights in our Program Material, Trademarks, copyrighted materials, trade secrets or other rights or intellectual property of any kind other than by virtue of the license granted hereunder.

The Company shall have the right to approve all uses of the Program Material or derivative uses thereof.

The Company shall have and hereby reserves all rights and remedies which it has, or which are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the Program Material (any of which injunctive relief may be sought in the courts and also may be sought prior to or in lieu of termination), and to be compensated for damages for breach of this Agreement.

6. Dispute Resolution:

All disputes arising under or concerning this Agreement are to be submitted to binding arbitration, in Newton, MA, to be resolved in accordance with the laws of the state of Massachusetts.

You may only resolve disputes with the Company on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.

The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless all relevant parties specifically agree to do so following initiation of the arbitration.

My signature below indicates tha t I have read and fully understand all terms of this agreement, including my responsibilities and assumed risks.