CHAPTERHOUSE MEDIA INC.
TERMS OF PURCHASE
BY PURCHASING THIS PROGRAM YOU (HEREIN REFERRED TO AS “CUSTOMER”) AGREE TO THE FOLLOWING TERMS STATED HEREIN.
Program/Services
Chapterhouse Media Inc. (herein referred to as “Company”) agrees to provide the service “Academy Certified Coach Level 1” (herein referred to as “Program”). Customer agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.
Disclaimer
The Program is offered on an "as is," "where is," and "where available" basis, with no warranty of any kind — whether express, implied, or statutory — including, but not limited to, warranties of title or the implied warranties of merchantability or fitness for a particular purpose. This does not affect those warranties which are incapable of exclusion, restriction, or modification under the laws applicable to this agreement.
Kasia Urbaniak (“She,” “her,” or “Kasia”), is not a licensed medical doctor, chiropractor, osteopathic physician, naturopathic doctor, nutritionist, pharmacist, psychologist, psychotherapist, or other formally licensed healthcare professional. Kasia does not render medical, psychological, or other professional advice or treatment, nor does she provide or prescribe any medical diagnosis, treatment, medication, or remedy. The information provided by Company will not treat or diagnose any disease, illness, or ailment, and Customer understands that should they experience any such issues, they should see their registered physician or other practitioner as determined by their own judgment.
Customer understands the information provided in this Program is not a substitute for health care, medical, or nutritional advice of any kind. Customer understands and agrees that they are fully responsible for their own mental, psychological, emotional, and physical well-being during this Program. Customer agrees to seek medical advice as determined by their judgment before starting any program, any form of treatment, or discontinuing use of any medications as prescribed by their medical practitioner.
Customer understands Kasia’s employees, instructors, owners, officers, and sub-contractors are not licensed medical doctors, chiropractors, osteopathic physicians, naturopathic doctors, nutritionists, pharmacists, psychologists, psychotherapists, or other formally licensed healthcare professionals.
Customer accepts and takes full responsibility and assumes all risks foreseeable and unforeseeable for any physical, medical, psychological, emotional, or mental effects they may experience during their participation or use of this Program including but not limited to any effects of physical activities, exercises, or work performed on Customer via energy work, meditations, or other activities of a spiritual or energetic nature as determined by Company.
Nothing in this Program should be construed as healthcare advice, medical diagnosis, treatment, or prescription. Information or guidance provided by Kasia should not be construed as a promise of benefits, a claim of cures, or a guarantee of results to be achieved.
Except as specifically provided in this agreement or where the law requires a different standard, Customer Agrees that Company, Kasia, and her employees, instructors, owners, officers, and subcontractors ARE not responsible for any loss, property damage, death, or bodily injury caused by use of the Program. Customer, and Customer’s heirs, executors, successors, and assigns knowingly, voluntarily, and expressly, FOREVER waive and discharge any claim for loss, injury, death, or damages they may sustain as a direct or indirect result of participation or use of this Program. To the maximum extent permissible under applicable law, Company will not be responsible for Customer or any third party claims through Customer for any direct, indirect, special or consequential, economic, or other damages arising in any way out of use or participation in this Program.
Program Structure
The Program shall include:
The teaching materials for Students:
Core concepts
Exercise instructions
Teaching support materials
Fees
If Customer elects to pay in full, the total cost of the Program is three thousand five hundred dollars ($3,500 USD).
Method of Payment
Customer shall pay by credit card. Customer agrees not to issue a chargeback or dispute for payment(s) of this Program via their credit card company or any charging platform.
Refund Policy
This Program is non-refundable. Customer shall be responsible for full payment of fees for the entire Program, regardless of whether Customer completes the Program. Customer understands that fees are non-refundable and Customer is responsible for the total cost of the Program.
Communication with Company
Customer agrees to email Company with any program-related questions using the Company email address: admissions@kasiaurbaniak.com. Customer understands this is the exclusive email address for ALL communications with Company.
Confidentiality
Any information including but not limited to, names, actions, thoughts, feelings, reactions, opinions, guidance, support, program materials, exercises, or documents shared by any representative of the Company or any other Program Participant (“Participant”) is confidential, proprietary, and belongs solely and exclusively to the Party who discloses it (“Confidential Information”). Customer agrees not to disclose, reveal, or make use of any Confidential Information or any transactions during discussions, calls, or trainings to a third party or share publicly on ANY platform.
Customer agrees not to use such confidential information in any manner other than in discussion with the Company during the Program. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party.
Both Parties will keep Confidential Information in the strictest confidence and shall use their best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.
Further, Customer agrees that if they violate or display any likelihood of violating this section, the Company will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.
Non-Disclosure of Materials
All materials, content, information, resources, recordings, videos, notes, feedback, methods, processes, exercises, training materials, written materials, verbal guidance, and other materials provided, disclosed, or made available to Customer in connection with the certification program, whether written, verbal, recorded, visual, digital, or otherwise (collectively, the “Program Materials”), are proprietary, confidential, copyrighted, and owned by Company.
Customer acknowledges and agrees that the Program Materials are provided solely for Customer’s personal educational use in connection with Customer’s participation in the certification program. Customer shall not disclose, share, publish, distribute, reproduce, copy, transmit, sell, license, sublicense, teach, train from, upload, post, or otherwise make available the Program Materials, in whole or in part, to any third party for any reason.
Customer shall not use the Program Materials for Customer’s own business or commercial purposes, including, without limitation, by incorporating direct copies, excerpts, screenshots, recordings, handouts, slides, templates, exercises, prompts, worksheets, manuals, curriculum, or other protected Program Materials into Customer’s own coaching, consulting, courses, programs, trainings, workshops, memberships, certifications, client materials, or other business offerings. Customer also shall not use the Program Materials to create, offer, sell, or facilitate the same or a substantially similar certification program, training program, course, curriculum, or commercial offering.
Nothing in this Agreement is intended to prevent Customer from using the knowledge, skills, insights, professional development, or general expertise Customer gains through participation in the certification program. Customer may apply what Customer learns through the program in Customer’s own work, services, coaching, consulting, client relationships, and business, provided that Customer does not disclose, copy, reproduce, distribute, commercialize, or otherwise use the Program Materials themselves, or any protected expression, proprietary content, or confidential information contained therein.
For clarity, Customer may incorporate Customer’s increased knowledge, experience, perspective, skill, and expertise into Customer’s work, but Customer may not disclose or repurpose the Program Materials themselves. The purpose of the certification program is to support Customer’s professional growth and ability to apply the concepts learned with greater skill and expertise, not to grant Customer the right to use, disclose, distribute, or commercialize Company’s protected Program Materials.
Any unauthorized disclosure, reproduction, distribution, commercial use, or creation of the same or substantially similar program based on the Program Materials is strictly prohibited.
Certification Requirements and Evaluation Process
Customer’s Certification shall be awarded only upon Customer’s satisfactory completion of the certification requirements set forth in this Agreement and as determined by Company in its sole reasonable discretion.
As part of the certification process, Customer shall receive access to pre-recorded video instruction, written guidance, practice guidelines, certification criteria, and related instructional materials provided by Company regarding the incorporation and application of the seven certification exercises into Customer’s teaching, coaching, or professional practice.
Customer shall complete five practice repetitions of each of the seven certification exercises, for a total of thirty-five practice repetitions. Each practice repetition must be recorded and submitted to Company in the manner and format required by Company.
For each of the seven certification exercises, Customer shall select the recording that Customer believes best demonstrates Customer’s work and shall provide a written explanation of the basis for Customer’s selection. For the Desire Interview and Bad Girl SLAI exercises, Customer shall also complete a more detailed self-evaluation prior to receiving feedback or evaluation from Company.
Customer’s completion of the first five certification exercises shall be based on Customer’s completion, recording, and submission of all required practice repetitions in accordance with Company’s instructions. Customer’s Desire Interview and Bad Girl SLAI exercises shall be subject to detailed evaluation by Company against the applicable certification criteria. Customer acknowledges and agrees that Customer’s ability to observe, assess, and accurately evaluate Customer’s own work may be considered as part of Company’s evaluation.
Certification shall not be automatic upon enrollment, participation, or submission of materials. Customer must complete and submit all thirty-five required practice repetitions and must meet Company’s certification standard for the Desire Interview and Bad Girl SLAI exercises before certification will be awarded.
Customer shall have twelve months from the start date of Customer’s participation in the certification program to complete and submit all thirty-five required practice repetitions, unless otherwise extended in writing by Company. Failure to complete the certification requirements within the applicable timeframe may result in Customer’s forfeiture of eligibility for certification, subject to any extension, re-enrollment, or additional requirements determined by Company in its sole discretion.
Scope of Coach Certification - License to Use Intellectual Property
Company’s program materials, training materials, teaching methods, manuals, recordings, frameworks, trademarks, trade secrets, proprietary information, business methods, branding, marketing materials, and all other intellectual property and proprietary content, whether written, recorded, visual, digital, or otherwise, are protected by copyright, trademark, trade secret, and other applicable intellectual property laws and shall remain the sole and exclusive property of Company (collectively, “Company’s IP”).
Except as expressly stated in this Agreement, Customer receives no ownership interest in, or license to use, reproduce, modify, distribute, sell, commercialize, sublicense, transfer, publish, or create derivative works from Company’s IP.
Subject to Customer’s full compliance with this Agreement, Company grants Customer a revocable, non-exclusive, non-transferable license to access and use only the following Company IP: the Exercises as listed in Section 11 and the designation “Academy Certified Coach Level 1” (collectively, the “Licensed IP”).
Customer may use, copy, reproduce, edit, modify, adapt, customize, rename, rebrand, sell, resell, distribute, publish, commercialize, and create derivative works from the Licensed IP for Customer’s own business purposes, including, without limitation, in connection with Customer’s coaching, consulting, client services, courses, programs, trainings, workshops, memberships, curriculum, templates, digital products, and related business offerings. Customer may also market and sell Customer’s modified, renamed, rebranded, or derivative versions of the Licensed IP, provided that Customer’s use remains limited to the Licensed IP and does not include or incorporate any Company IP that is not expressly licensed under this Agreement.
For clarity, this License applies only to the Licensed IP. All Company IP other than the designation “Academy Certified Coach Level 1” and Exercises is expressly excluded from this License. Customer shall not use, copy, reproduce, edit, modify, adapt, create derivative works from, distribute, sell, commercialize, sublicense, transfer, publish, or otherwise exploit any Company IP that is not specifically identified as Licensed IP in this Agreement. This includes, without limitation, Company’s other programs, courses, curricula, proprietary systems, frameworks, manuals, recordings, training materials, templates, trademarks, trade secrets, branding, marketing materials, and business methods.
Customer shall not represent or imply that Customer owns Company’s IP, other than Customer’s own modifications, derivative works, renamed versions, rebranded versions, or original materials independently created by Customer based on the Licensed IP. Company retains all ownership rights in and to Company’s IP, including the Licensed IP, and Customer receives only the limited rights expressly granted in this Agreement.
Customer further agrees not to use Company’s IP, including the Licensed IP, in any manner that is unlawful, misleading, defamatory, infringing, or otherwise likely to harm Company’s reputation, goodwill, or brand integrity.
Customer agrees that any actual, threatened, or likely violation of this Section may cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, Company shall be entitled to seek injunctive relief, specific performance, and any other equitable relief available, in addition to any monetary damages, attorneys’ fees, costs, and other remedies available at law or in equity, from a court of competent jurisdiction.
Coach MAY:
● Identify themselves as an “Academy Certified Coach Level 1”
● Use the Academy Certified Coach Level 1 designation on their websites, social media, and promotional materials solely to identify their certification status, and only with official branded logos provided by Company.
● Reference their certification in connection with Kasia’s teachings (e.g., “Trained with Kasia Urbaniak to become an Academy Certified Coach Level 1”).
● Use the following Academy Materials (“Exercises”) in individual sessions, group sessions, and workshops in compliance with this Agreement.
○ Wicked Yes
○ Desire Interview
○ Feeling Money Interview
○ Firing Squad
○ Three-Way Ask
○ Bad Girl Protocol
○ Bad Girl SLAI
● Rename the Materials, adapt them, combine them with other methodologies, and use them to create derivative works from them.
Coach MAY NOT:
● Claim, name, or identify themselves to be the creator, owner, or originator of the Materials or Kasia’s teachings, to any third party publicly or privately.
● Certify, train, or authorize others to facilitate any of the Program’s tools, strategies, or techniques and Company’s Materials.
● Permit anyone else to use any of the Intellectual Property in this Agreement and/or permit the use of the term “Certified Academy Coach” or any variation of the term.
● Certify, train, or license others in any of the Company’s Materials outside of Licensed IP.
● Use The Academy name, Company name, and Kasia’s name, likeness, or image in promotional materials in a manner that implies personal endorsement, partnership, or affiliation beyond certified coach status.
● Use any of the above marks or symbols as their primary business logo, trade name, or corporate/business identity.
● Copy, reproduce, edit, or modify, Company’s Materials and Company’s IP and sell or distribute (notwithstanding the Licensed IP).
● Host events, group sessions, group healings, or any other promotional outlet, including but not limited to videos, movies, mini-series, episodes, podcasts, live events, and recorded events, as an official representative of The Academy, Kasia, or Company. Such conduct shall result in an immediate revocation of all rights under Section 11, including but not limited to use of the Company’s materials for business or marketing purposes, any license or certification permitted under this Agreement.
Additional Conditions:
● Company reserves the right to review, restrict, or revoke any Coach’s Certification and License immediately for misuse, misconduct, gross negligence, disparagement, or violation of the terms of this Agreement without forgiveness or refund. In the event that Customer’s License and Certification are revoked, Customer must immediately cease all use of the rights conferred in this section (Section 11).
Customer’s Code of Conduct
Professional Conduct
● Coach agrees to conduct themselves with integrity, respect, and professionalism in all sessions and business marketing.
● Coach must comply with all applicable local laws and ethical marketing practices and advertising guidelines.
● If Customer advertises in the United States they agree to follow the guidelines of the Federal Trade Commission (FTC) (Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45)), which prohibits “unfair or deceptive acts or practices in or affecting commerce”.
Customer Responsibility
Customer accepts and agrees that Customer is fully responsible for their progress and results from the Program. Company makes no representations, warranties, or guarantees verbally or in writing regarding Customer’s performance or progress. Customer understands that because of the nature of the program and extent, the results experienced by each customer may significantly vary. Customer acknowledges there is no guarantee that Customer will become a Certified Academy Coach by participating in this Program. Customer understands they must successfully complete all the requirements as determined by the Company to receive certification. Company is NOT responsible for Customer’s business outcomes, business revenue, business profits, or loss of the same.
12-Month Certification Term & Renewal Requirement
Certification as an “Academy Certified Coach Level 1” (“Certification”) is valid for twelve (12) consecutive months from the date of issuance. To maintain an active Certification status, the Coach must complete their renewal requirements and pay the annual licensing fee as determined by Company.
Annual renewal requirements may include, but are not limited to: continuing education modules, skills refreshers, updated compliance and ethics training, Brand Guideline updates, and/or recertification assessments.
The Customer agrees to complete all renewal requirements and submit any associated renewal fees on or before their annual renewal deadline. Failure to meet renewal requirements or submit fees by the deadline may result in automatic expiration of Certification and immediate loss of all permissions granted under Section 11 and Section 11 of this Agreement, without refund.
Upon expiration or non-renewal, the Coach must immediately discontinue use of all Company trademarks, materials, branding, promotional identification as an Academy Certified Coach, Level 1 and the use of Company’s IP including but not limited to Kasia’s name, image, and likeness, the Academy, or the Company’s name.
The Company reserves the right to update renewal standards as the modality evolves to preserve the integrity, safety, efficacy, and lineage of the Program. The Coach agrees to remain current with updated requirements to maintain Certification in good standing.
Force Majeure
In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
Severability and Effect of Partial Invalidity
Customerunderstands and agrees that the provisions of this Release are severable. In the event a court or other adjudicative body of competent jurisdiction should find any provision or the application of any provision to any person, place, or circumstance to be wholly or partially invalid or unenforceable under the law of any jurisdiction, such finding shall not affect the validity and enforceability of the remaining provisions. The remaining provisions shall continue in full force and effect. The provision found to be invalid or unenforceable shall continue to be applicable to the extent permitted under the law of the finding jurisdiction and shall continue in full force and effect under the laws of any other jurisdiction.
Miscellaneous
A) Limitation of Liability. Customer agrees that they used Company’s services at their own risk and that Program is only an educational service being provided. Customer releases Company, its officers, employers, directors, and related entities from any and all damages that may result from any claims arising from any agreements, past or present, between the parties. Customer accepts any and all risks, foreseeable or unforeseeable.
Customer agrees that Company will not be held liable for any damages of any kind resulting or arising from, including but not limited to, direct, indirect, incidental, special, negligent, consequential, or exemplary damages arising from the use or misuse of Company’s services, products, or enrollment in the Program. Customer knowingly, voluntarily, and expressly waives any claim for damages, including but not limited to injury or death, Customer may sustain as a result of participating in this Program.
Customer further declares and represents that no promise, inducement or agreement not herein expressed has been made to Customer to enter into this release. The release made pursuant to this paragraph shall bind Customer’s heirs, executors, personal representatives, successors, assigns, and agents.
B) Non-Disparagement. In the event that a dispute arises between the Parties, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. The Parties agree that neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. The Parties agree that neither will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, each other or any of its Company’s programs, members, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives, Company, other Customer/Coach’s, the brands and trademarks - Kasia, The Academy, or any of the Intellectual Property under Section 11 of this Agreement.
C) Assignment. This Agreement may not be assigned by the Customer, without express written consent of Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors, and permitted assigns. Waiver of any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance.
D) Termination.Company is committed to providing all customers in the Program with a positive Program experience. Customer agrees that the Company may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Customer’s access to Program without refund or forgiveness if Customer becomes disruptive to Company, difficult to work with, or upon violation of the terms as determined by Company.
In Company’s sole discretion and determination, Company reserves the right to revoke a Coach’s certification (Section 11), and use of Licensed IP, all rights and permissions garnered in Section 11 of this Agreement, at any time if the Coach:
Engages in unethical, fraudulent, or illegal conduct.
Harms or endangers Coach or Company’s clients or customers, either physically, spiritually, mentally, emotionally, or financially, or any other harm.
Makes misleading or false claims about results of the Licensed IP.
Violations of the Non-Disparagement Clause of this Agreement (Section 17B).
Fails to maintain professional standards of conduct in public or private practice as determined in this Agreement.
Upon Notice of Termination, Coach must immediately cease use of rights and permissions granted under Section 11 of this Agreement, and all related branding of Company, Kasia, and the Academy
E) Indemnification. Coach shall indemnify, defend, and hold harmless Company, its affiliates, subsidiaries, related entities, shareholders, trustees, officers, directors, owners, employees, contractors, agents, successors, and assigns, together with all Licensed IP identified in Section 11 of this Agreement, to the fullest extent permitted by law, from and against any and all claims, demands, actions, suits, proceedings, investigations, regulatory actions, losses, liabilities, damages, judgments, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and court costs, arising out of or relating to: (a) any act, omission, misconduct, negligence, willful misconduct, representation, statement, advice, or professional service provided by Coach; (b) Coach’s business operations, services, sessions, groups, programs, trainings, client relationships, marketing, sales, or other professional or commercial activities; (c) Coach’s offering, sale, delivery, or performance of Coach’s services, sessions, programs, or related offerings; (d) Coach’s use, misuse, modification, commercialization, or application of the Program, Licensed IP, Program Materials, or any materials, methods, concepts, or information obtained through this Agreement; (e) any claim brought by Coach’s clients, customers, participants, contractors, employees, or other third parties arising from or relating to Coach’s services, business, or use of the Program, Licensed IP, or Program Materials; or (f) Coach’s breach or alleged breach of this Agreement.
Coach’s indemnification obligations shall not apply to the extent a claim is finally determined by a court of competent jurisdiction to have resulted from Company’s breach of this Agreement, sole negligence, or willful misconduct. Coach shall be responsible for defending the Indemnified Parties against any covered legal action, regulatory action, claim, investigation, or proceeding arising from or related to this Agreement, Coach’s services, Coach’s business operations, or Coach’s use of the Program, Licensed IP, or Program Materials.
Coach acknowledges and agrees that Company’s shareholders, trustees, affiliates, officers, directors, employees, contractors, agents, successors, and assigns shall not be personally responsible or liable for Coach’s acts, omissions, representations, services, business operations, or use of the Program, Licensed IP, or Program Materials. This indemnification obligation shall apply regardless of whether the claim arises during or after the term of this Agreement and shall survive the termination or expiration of this Agreement.
F) Resolution of Disputes.If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to binding arbitration before the American Arbitration Association (“AAA”) in New York in accordance with the laws of the State of New York and the applicable AAA Arbitration Rules to settle any and all disputes between Customer and any of the Released Parties. The AAA shall appoint the Arbitrator(s) in accordance with its rules unless the parties mutually agree to another procedure. Judgment upon the award rendered by the Arbitrator(s) shall be entered in any court having jurisdiction pursuant to applicable law. In disputes involving unpaid balances on behalf of Customer, Customer is responsible for any and all arbitration and attorney fees.
Fa.) Customer understands they are agreeing to waive their right to a jury trial or a class action lawsuit.
If either party institutes any legal action in any court, the other party has the right to seek dismissal by demurrer or motion to dismiss, and will not be required to file an answer. The other party shall be entitled to an award in its favor for the amount of its actual fees and costs of suit.
Any disputes or claims relating in any way to this Agreement or to any of our Programs, including this provision itself, are governed by the laws of the State of New York.
G) Equitable Relief.In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including, without limitation, a temporary restraining order or injunction.
H) Notices. Any notices to be given hereunder by either Party to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, "personal delivery" includes notice transmitted by fax or email. Email: admissions@kasiaurbaniak.com.
I) Entire Agreement. This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter, and may not be modified, amended, or discharged, nor may any of its terms be waived, except by an instrument in writing signed by both parties in duplicate.
J) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America.
BY PURCHASING THIS PROGRAM, I HAVE READ AND AGREE TO THE WORKING AGREEMENTS ABOVE, AND I EXPRESSLY AGREE TO THE CONFIDENTIALITY AND LIABILITY RELEASE.