6-month Platinum Coaching Program

Participation Agreement


Please carefully print and read this PROGRAM PARTICIPATION AGREEMENT (“Agreement”) before proceeding to register for Ayutopia International, LLC’s 6-month Platinum Coaching Program (either the “Bodacious Branding Platinum Coaching Program” or “The Optimized HumanTM  Program” as described on Ayutopia.com), a program providing the services detailed below (the “Program”).  If you do not agree to all of the terms stated in this Agreement, do not register for this Program.

By clicking “I Agree” on the application form, giving your credit card information, paying by check, wire transfer, and/or otherwise enrolling, electronically, verbally, or otherwise, in the Program, you (“Client”) are entering into a legally binding agreement with Ayutopia International, LLC, a North Carolina limited liability company (“Company”), which is in the business of providing business consulting services designed to promote growth and increase profitability, according to the following terms and conditions:

(1)  COMPANY’S SERVICES.  Upon execution of this Agreement, electronically, verbally, or otherwise, Company agrees to provide the Program services related to education, seminar, consulting, coaching, and/or business coaching, which shall consist of the following:  a 1-day live private VIP Intensive; 11 private 45-minute coaching calls; 6 10-minute breakthrough mini-coaching calls; Q&A via email; done-for-you forms, templates, and checklists; opportunities for special recognition in Ariana Ayu’s ezine and interviews on the ayutopia.com blog and/or social media (audio and/or video); Priority consideration for other Ayutopia International, LLC offers; special savings on upcoming Ayutopia International, LLC trainings. The scope of services rendered by Company pursuant to this Agreement shall be solely limited to those contained herein.  Company is not qualified to provide medical, legal, tax, accounting or financial advice, and the information provided to Client by Company is not intended as such.  Client should refer all medical, legal, tax, accounting and financially related inquires to appropriately qualified professionals.  Company reserves the right to substitute services equal to or comparable to the Program for Client if the need arises.

(2)  COMPENSATION. Client may choose to invest in full or with the payment plan option as outlined below.

PLEASE NOTE YOUR CHOSEN INVESTMENT OPTION ON YOUR APPLICATION.

(Full Investment).  In exchange for the Program, Client agrees to pay Company Eight thousand, nine hundred, and ninety-seven dollars ($8,997) (the “Investment”) via check, or wire transfer before starting the Program.

(Full Investment within 30 days).  In exchange for the Program, Client agrees to pay Company Eight thousand, nine hundred, and ninety-seven dollars ($8,997) (the “Investment”). Before starting the Program, Client shall pay (such payment date, the “Deposit Date”) Company a NON-REFUNDABLE deposit of Two thousand, nine hundred, and ninety-seven dollars ($2,997) with the balance of six thousand dollars ($6,000) to be paid via check, credit card, or wire transfer within 30 days of acceptance into the program.

(Payment Plan).  In exchange for the Program, Client agrees to pay Company Nine thousand, nine hundred, and ninety-seven dollars ($9,997)  (the “Investment”).  This amount represents the full investment ($8,997) plus the Payment Plan Fee ($1,000).  Before starting the Program, Client shall pay (such payment date, the “Deposit Date”) Company a NON-REFUNDABLE deposit of Two thousand, nine hundred, and ninety-seven dollars ($2,997). On each of the first four (4) monthly anniversaries of the Deposit Date, Client shall owe Company an additional One thousand, seven hundred, and fifty dollars ($1,750), which shall be paid either by (i) automatically drafting such amounts from Client’s credit card on file with Company or (ii) Company depositing checks from Client for such amounts that were previously given to Company by Client.

(3)  REFUNDS.  Upon execution of this Agreement, Client shall be responsible for the full extent of the Investment.  If Client cancels attendance at the Program for any reason whatsoever, Client will receive no refund and Client will remain obligated to pay any outstanding balance(s) relating to the Investment.  For the sake of clarity, NO REFUNDS will be issued and all scheduled payments relating to the Investment must be paid on a timely basis whether Client completes the Program or not.

(4)  CHARGEBACKS AND PAYMENT SECURITY.  By agreeing to the terms and conditions of this Agreement, Client authorizes Company to charge Client’s credit card or cash Client’s check as payment for Client’s participation in the Program, if Company approves this Agreement and accepts Client into the Program.  If Client uses a multiple-payment plan to make payments to Company, Company shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so.  Client shall not make any chargebacks to Company’s account, cancel the credit card that is provided as security without Company’s prior written consent, which consent may be arbitrarily withheld by Company.  Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith.  Client shall not change any of the credit card information provided to Company without notifying Company in advance.  If Client misses a payment under a payment plan, Company will immediately cease to provide services relating to the Program until Client has made the appropriate payment.

(5)  INTELLECTUAL PROPERTY RIGHTS.  Company grants to Client a non-exclusive, non-transferable, single-user license to:  (i) use Company’s intellectual property that is provided to Client pursuant to this Agreement (“Intellectual Property”) internally within Client’s business operation, (ii) create derivative works (“Derivative Works”) from the Intellectual Property and use such Derivative Works internally within Client’s business operation, and (iii) make copies of the Intellectual Property and Derivative Works for reasonable internal use.  However, Client expressly agrees that Client will not, nor will Client allow others under Client’s reasonable control to, perform the following upon the Intellectual Property, except as normally allowed by law:  (i) reverse engineer, translate or otherwise attempt to derive the underlying ideas, structure or organization from the Intellectual Property, except and only to the extent that such activity is expressly permitted by this Agreement or by applicable law notwithstanding this limitation, (ii) sublicense the Intellectual Property and/or Derivative Works to any third party, (iii) any course of action that damages the value of the Intellectual Property or (iv) any other act not expressly permitted by this Agreement or by applicable law notwithstanding this limitation.  Client further agrees not to sell, trade, resell or exploit for any commercial purposes, any portion of the Program (including course materials), use of the Program, or access to the Program.  This Agreement is not transferrable or assignable by Client without Company’s prior written consent.

(6)  LIMITATION OF LIABILITY.  BY USING COMPANY’S SERVICES AND ENROLLING IN THE PROGRAM, CLIENT RELEASES COMPANY AND ITS OFFICERS, EMPLOYERS, DIRECTORS, AND RELATED ENTITIES FROM ANY AND ALL DAMAGES THAT MAY RESULT FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CLIENT ACCEPTS ANY AND ALL RISKS, FORESEEABLE OR NON-FORESEEABLE, ARISING FROM SUCH TRANSACTIONS.  HOWEVER, IF COMPANY IS FOUND TO BE LIABLE, COMPANY’S LIABILITY TO CLIENT OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF (I) THE TOTAL FEES CLIENT PAID TO COMPANY IN THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (II) ONE THOUSAND DOLLARS ($1,000.00).  ALL CLAIMS AGAINST COMPANY MUST BE LODGED WITH THE ENTITY HAVING JURISDICTION WITHIN ONE HUNDRED (100) DAYS OF THE DATE OF THE FIRST CLAIM OR OTHERWISE BE FORFEITED FOREVER.  CLIENT AGREES THAT COMPANY WILL NOT BE HELD LIABLE FOR ANY DAMAGES OF ANY KIND RESULTING OR ARISING FROM CLIENT’S PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, NEGLIGENT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES HAPPENING FROM THE USE OR MISUSE OF COMPANY’S SERVICES OR ENROLLMENT IN THE PROGRAM.  CLIENT AGREES THAT USE OF COMPANY’S SERVICES IS AT CLIENT’S OWN RISK.

(7)  DISCLAIMER OF GUARANTEE.  Company has made every effort to accurately represent the Program and its potential benefits.  However, results can and do vary and the testimonials and examples used by Company are not intended to represent or guarantee that anyone will achieve the same or similar results.  In addition, the parties acknowledge that they do not rely and have not relied upon any representation, or statement, other than those specifically stated in this written Agreement, made by any of the parties, or by any of the parties’ agents, attorneys or representatives with regard to the subject matter, the basis, or the effect of this Agreement.  Therefore, Client accepts and agrees that she/he is one hundred percent (100%) responsible for her/his progress and results from the Program.  Client accepts and agrees that she/he is the one vital element to the Program’s success and that Company cannot control Client.  Client accepts and agrees that actual results are impacted by many factors, including but not limited to Client’s background, dedication, starting point in Client’s business, desire and motivation.  Company makes no representations or guarantees verbally or in writing regarding performance of this Agreement other than those specifically enumerated herein.  Company and its affiliates disclaim all warranties, express or implied, including but not limited to the implied warranties of titles, merchantability, and fitness for a particular purpose.  Company makes no guarantee or warranty that the Program will meet Client’s requirements or that all clients will achieve the same results.

(8)  PROGRAM RULES.  Company is committed to providing all Program participants with a positive Program experience.  To the extent that Client interacts with Company staff and/or other Company clients, Client agrees to at all times behave professionally, courteously, and respectfully with staff and clients, and Client agrees to abide by any additional Program rules and regulations presented to Client by Company (“Program Rules and Regulations”).  Company may, in its sole discretion, terminate this Agreement and limit, suspend, or remove Client from the Program at any time if Client ceases to follow the Program Rules and Regulations, becomes disruptive or difficult to work with or if Client impairs the participation of Program instructors or participants in the Program.  In the event of such termination, Client shall not be entitled to recoup any amounts paid and shall remain responsible for all outstanding amounts of the Investment.

(9)  USE OF PROGRAM MATERIALS.  Client consents to video and audio recordings being made during the course of the Program (“Recordings”).  Company reserves the right to use, at its sole discretion, course materials, Recordings, and materials submitted by Client in the context of the Program for future lecture, teaching, and marketing materials, and for furthering other goods/services provided by Company, without compensation to Client.  Client consents to her/his name, voice, and likeness being used by Company for future lecture, teaching, and marketing materials, and for furthering other goods/services provided by Company, without compensation to Client.

(10)  NO SUBSTITUTE FOR MEDICAL TREATMENT.  If Client is an individual, Client agrees to be mindful of his/her own wellbeing during the Program and seek medical treatment (including, but not limited to psychotherapy), if needed.  If Client is a business entity, Client agrees to be mindful of Client’s employees and/or independent contractors’ wellbeing during the Program and recommend that Client’s employees and/or independent contractors seek medical treatment (including, but not limited to psychotherapy), if needed.  Company does not provide medical, therapy, or psychotherapy services.  Company is not responsible for any decisions made by Client as a result of any coaching provided under the Program and any consequences thereof.

(11)  TERMINATION.  This Agreement shall terminate immediately upon the happening of any of the following events:  (i) the mutual agreement of Company and Client, (ii) if Client is a business entity, then by the dissolution and liquidation of Client (other than as part of a reorganization, merger, consolidation or sale of all or substantially all of the assets of Client whereby the business of Client is continued), or (iii) by the dissolution and liquidation of Company (other than as part of a reorganization, merger, consolidation or sale of all or substantially all of the assets of Company whereby the business of Company is continued).  Termination will only apply to the services and compensation provisions of this Agreement in Section 1 and Section 2, and the remaining provisions of this Agreement shall survive termination pursuant to this Section 11.  In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due hereunder shall be immediately due and payable.  Company shall be allowed to immediately collect all sums from Client and terminate providing further services to Client.  In the event that Client is in arrears of payments to Company, Client shall be barred from using any of Company’s services.  Any amount that Client does not pay within three (3) days of the due date accrues an interest charge of one and one half percent (1.5%) per month for each month or portion of a month that the invoice remains unpaid.

(12)  CONFIDENTIALITY.  Company respects Client’s privacy and must insist that Client respect the privacy of fellow Program participants.  Therefore, Client agrees not to violate the publicity or privacy rights of any Program participants.  Company respects Client’s confidential and proprietary information, ideas, plans and trade secrets and must insist that Client respect the same rights of fellow Program participants and of Company.  Therefore, Client agrees (i) not to infringe any Program participant’s or Company’s copyright, patent, trademark, trade secret or other intellectual property rights, (ii) that any information shared by Program participants or any representative of Company is confidential and proprietary and belongs solely and exclusively to the participant who disclosed such information or Company, (iii) 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, (iv) all materials and information provided to Client by Company are its confidential and proprietary intellectual property, belong solely and exclusively to Company and may only be used by Client as authorized by Company, (v) the reproduction, distribution and sale of these materials by anyone but Company is strictly prohibited, and (vi) if Client violates or displays any reasonable likelihood of violating any of Client’s agreements contained in clauses (i) – (v) of this Section 12, then Company and/or the other Program participant(s) will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations. Client understands and agrees that such violations would likely cause irreparable harm to the owner and that there would be no adequate remedy at law.  Notwithstanding the provisions above, Client shall have no obligation for that portion of such information, which (a) is or subsequently becomes publicly available without Client’s breach of any obligation owed to Company; (b) became known to Client prior to Company’s disclosure of such information to Client; (c) became known to Client from a source other than Company by means other than by the breach of an obligation of confidentiality owed to Company; or (d) is independently developed by Client without access to Company’s information.  Within thirty (30) days of the expiration or termination of this Agreement, Client shall return all written confidential information related to the performance of services rendered under this Agreement to Company.  The confidentiality provisions of this Agreement will survive the termination of the service portions of this Agreement and will continue so long as necessary to protect the confidentiality of Information governed by this Section 12.

(13)  NON-DISPARAGEMENT.  In the event that a dispute arises between the parties or a grievance by Client, the parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below.  In the event of a dispute between the parties, the parties agree that they will not engage in any conduct or communications, public or private, designed to disparage the other.

(14)  INDEMNIFICATION.  Client shall defend, indemnify, and hold harmless Company, Company’s shareholders, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements, which may incur or become obligated to pay arising out of or resulting from the Program and/or Client’s participation in the Program, excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors.  Client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement.  Company recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of Company.

(15)  CONTROLLING AGREEMENT.  In the event of any conflict between the provisions contained in this Agreement and any marketing materials used by Company, Company’s representatives or employees, the provisions in this Agreement shall be controlling.

(16)  CHOICE OF LAW/VENUE/DISPUTE RESOLUTION.  This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without giving effect to any principles or conflicts of law. The parties hereto agree to submit any dispute or controversy arising out of or relating to this Agreement to arbitration in the State of North Carolina (in a venue chosen by Company) pursuant to the rules of the American Arbitration Association, which arbitration shall be binding upon the parties and their successors in interest.  The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this Agreement.  Notwithstanding the provisions above, Company shall have the option to bring action directly in the courts of the State of North Carolina to enforce Client’s obligations to compensate Company, as defined in Section 2 of this Agreement, and Client consents to the venue and jurisdiction of the courts of the State of North Carolina.

(17)  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written.  This Agreement may be modified, or any rights under it waived, only by a written document duly executed by both parties.

(18)  SEVERABILITY.  If any of the provisions contained in this Agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.

(19)  NO AGENCY.  This Agreement does not create or imply any partnership, agency relationship, or joint venture between Company and Client.  Company may provide services at locations other than Client’s location for any other entity or individual without any duties or obligations to Client.

(20)  FORCE MAJEURE. Any delay in or failure of performance by either party under this Agreement will not breach this Agreement if it is caused by any occurrence beyond the reasonable control of such party including, but not limited to (i) acts of God, (ii) power outages, and (iii) governmental restrictions.  Performance is excused for the lesser of (a) the number of days that the occurrence reasonably prevents performance, and (b) thirty (30) days.

(21)  WAIVER. Any failure or delay by either party to enforce any right under this Agreement (i) does not constitute a waiver, at that time or in the future, of (a) the non-enforced right, or (b) any other right, and (ii) does not modify the rights or obligations of either party under this Agreement.

(22)  Notice.  The parties shall send all notices and all other communications, required or permitted by this Agreement, in writing, by any one of the following methods:  (i) personal delivery; (ii) certified mail, return receipt requested; (iii) registered mail, return receipt requested; or (iv) overnight mail delivery service.  Either party may change the address to which notices and other communications are sent, by written communication to the other party, served in the manner described in this Section 22.  Initially, the address to which notices and other communications are to be sent to Company is as follows:

Ariana Ayu, Member 
Ayutopia International, LLC 
Care of: Ryan A. Brown, Esq. 
Arlington Law Group 
1739 Clarendon Boulevard 
Arlington, VA 22209-2741

(23)  HEADINGS.  The headings of the sections of this Agreement have been included only for convenience and do not modify or limit any of the provisions of this Agreement.

(24)  Binding Agreement.  This Agreement is binding upon, and inures to the benefit of, the parties and their heirs, administrators, representatives, executors, successors and assigns.

(25)  OTHER TERMS.  Upon execution by clicking “I agree” on the program application, the Parties agree that any individual, associate, and/or assign shall be bound by the terms of THIS AGREEMENT. This Agreement will not be considered completely executed and enforceable until completed by clients and then accepted and confirmed via email by Ayutopia International, LLC CEO (Ariana Ayu) or CTO (David Robb).

By clicking “I agree” on the program application, I agree to the terms and conditions contained in the Program Participation Agreement above and wish to register in the Program.


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