These Terms and Conditions together with the order form entered into in connection to your applicable course enrollment (the “Course”) (represent the entire agreement between you (“Student”) and Laura Timbrook, (“Company”) in connection to the course collectively, “Agreement”) and Student and Company is each referred to as a “Party” and collectively, as the “Parties”. 

1. Services. 

The Student’s access to and participation in the Course and in conjunction with the Course, access to the Course website (the “Course Website”) along with the Course materials is subject to the Student’s compliance with the terms of this Agreement. 

2. Payments, Refunds, or Cancelation. 

a. Payment Schedule. All payments are due prior to the course being released all courses must be paid in full before the course will be released 

b. Refund. All sales are final. Should you be experiencing technical issues with the website and unable to log in or access a backup method of delivering the course will be made available. Anyone having technical issues should reach out to shifthc-edu@lauratimbrook.com for further assistance.

c. Cancellation. If the company removes or discontinues the course, the student may be refunded for a portion of the course.

3. Course access, continuing ed credits, and extensions.

a. Course Access. All course material will be accessible for one year from the date of purchase. After that, the student will need to repurchase the course if the course has not been completed.

b. Continuing Education credits. Some courses may offer NBHWC CE’s these CE’s are only awarded upon passing the provided test as in agreement with the National Board of Health and Wellness Coaching under the approved Approved Continuing Education agreement. The student understands that not all courses award Ce credits please refer to the course detail description.

c. Extensions. Should an extension be needed, please notify shifthc-edu@lauratimbrook.com. If the course has already been discontinued, no extension can be made. Only one extension for six months will be made free of charge; for any further extensions there will be a charge of 50% of the course rate.

4. Intellectual Property. and Sharing Content

a. Intellectual Property. All Course content, teaching material, Course Website and any other materials provided to or made available to Student by Company (“Course Materials”), as between the Student and the Company, are the sole intellectual property of Company. Company’s intellectual property is provided to student as limited non-exclusive license for the Student’s individual use only in connection to the Course, shall be non-transferrable and is intended for a single-user only and not for distribution or other commercial purposes, except as otherwise expressly granted to the Student by the Company in writing. Company retains all rights to title to and interest in the intellectual property. Student shall not claim ownership, sell, share, remove any copyrights, trademark or other intellectual property notices, copy, reproduce, disseminate or otherwise interfere with Company’s rights over its intellectual property or any third party rights included in the Course Materials. To the extent that Student contributes, in whole or in part, to any derivatives, improvement(s) or modification(s), or makes any suggestions, enhancement requests, recommendations, comments, feedback, ideas or the like, to Company’s intellectual property (“Improvements”), Student hereby assigns to Company all right, title and interest in and to such Improvements. 

b. Sharing content and logins. The student is the only one able to review and use the course materials provided. Should the student provide the course content to others who have not purchased the course, they may be liable for additional changes or licensee (course fee)

5. Student Responsibilities. 

Student shall conduct themselves honorably, responsibly, respectfully, ethically, and lawfully and in no way represents the company in any form. Failure to do so shall be considered a breach of this Agreement, and Company may, at its sole discretion, remove Student from the Course and Course Website, and terminate Student’s privilege to access and participate in social media sites maintained by Company. In the event of such Student removal, the Student shall still be responsible for the payment of all Course fees. The Student specifically acknowledges and agrees that the Company is not liable for any defamatory, offensive or illegal conduct of any other Course participants, including the Student. 

6. Limitation of Liability. 

UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE) SHALL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE OF ANY KIND OR NATURE WHATSOEVER THAT ARISE OUT OF OR RESULT FROM: (A) THE USE OF, OR ANY INABILITY TO USE, THE COURSE MATERIALS; OR (B) ANY ACT OR OMISSION, ONLINE OR OFFLINE, OF STUDENT OR ANYONE ELSE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS FEES AND COSTS) THAT STUDENT MAY SUFFER OR INCUR, UNDER ANY THEORY OF LIABILITY, IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY STUDENT TO COMPANY. 
UNDER NO CIRCUMSTANCES SHALL COMPANY OR ANY OF THE OTHER INDEMNIFIED PARTIES BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY EVENT OF FORCE MAJEURE OR OTHER CAUSE BEYOND COMPANY OR THEIR CONTROL INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, ACTS OF GOD, WAR, EQUIPMENT AND TECHNICAL FAILURES, ELECTRICAL POWER FAILURES OR FLUCTUATIONS, NATURAL DISASTERS, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. NEITHER COMPANY NOR ANY OTHER INDEMNIFIED PARTY IS RESPONSIBLE OR LIABLE FOR: (A) ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND ANY SITE, SERVICE, SOFTWARE OR HARDWARE; OR (B) ANY DELAY OR FAILURE STUDENT MAY EXPERIENCE WITH ANY TRANSMISSION OR TRANSACTION RELATED TO COMPANY WEBSITE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 
APPLICABLE LAW MAY NOT ALLOW CERTAIN OF THE EXCLUSIONS, LIMITATIONS, OR DISCLAIMERS OF LIABILITY SET FORTH IN THESE TERMS OF USE, SO SUCH EXCLUSIONS, LIMITATIONS OR DISCLAIMERS MAY NOT APPLY TO STUDENT. 

7. Warranties Disclaimer. 

THE COMPANY MAKE NO WARRANTIES AS TO THE COURSE OR ITS MATERIALS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. THE STUDENT AGREES THAT THE COURSE AND ITS MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE COURSE OR THE MATERIALS WILL BE UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE COURSE OR THE MATERIALS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF COURSE OR ITS MATERIALS IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. 

The information provided through Course Materials is for personal educational purposes only and not for commercial or other distribution by Student, unless expressly agreed to in writing by Company. Company makes no representations or warranties regarding the results that may be achieved by completing the Course. 

Course Materials are not intended to be a substitute for medical advice (including but not limited to, diagnosis or treatment by Student’s physician, therapist, mental health practitioner, dietitian or nutritionist, or any other health-care professional) or professional advice from Student’s accountant, lawyer, or financial advisor. Student should not disregard or delay taking or seeking any medical advice or other professional advice based on the information from Course Materials, or received from Company or any other Indemnified Party. The Course Materials are not intended to be, nor is, a substitute for medical or other professional advice pertaining to Student’s particular situation. 
Company does not guarantee that Student will attain any particular medical, financial, operational or business result through Course and use of Course Materials. 

Students must comply with all applicable laws, including for U.S. practitioners and state laws that define and limit professional scope of practice. Students must ensure compliance with statutes, regulations, and rules of any state in which they practice. State laws may require professional licensure or certification. The Company will not provide legal advice. Student should seek legal advice from a licensed attorney to ensure compliance with all applicable laws. 

8. Indemnification. 

Student hereby agrees to indemnify, defend, and hold Company, and its parent, subsidiaries, affiliates, licensors, licensees, successors, distributors, agents, representatives, employees and other students, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by Student of this Agreement. Student shall use Student’s best efforts to cooperate with Company in the defense of any claim. We reserve the right, at Company’s expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by Student. 

9. Severability and Waiver. 

If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed, and the remainder of this Agreement shall remain operative and binding. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breach. 

10. Company’s Authority. 

Student understands Company has the right to change, amend or update the Course content, duration, the Course Website, materials and Company policies at any time. Subject to Section 3(C), Company may cancel the course at its sole discretion. 

11. Interpretation. 

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular and any gender shall include any other gender. 

13. Governing Law and Venue. 

Any claim or dispute arising out of or relating to this Agreement between the Parties shall be governed by the laws of the State of Idaho, without regard to its conflict of law provisions. Student agrees to submit to the personal and exclusive jurisdiction of the federal and state courts located within Boise, Idaho. TO THE FULLEST EXTENT PERMITTED BY LAW, STUDENT HEREBY WAIVES ANY RIGHT STUDENT MAY HAVE TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING AGAINST COMPANY WHEREBY MORE THAN ONE STUDENT PARTICIPATES IN THE SAME ACTION. 

By purchasing the course the student agrees to the above terms and conditions.