The Adult Chair Certification Program Agreement

Congratulations! The Michelle Chalfant Company, Inc. (“Company”), welcomes you (“You”) to The Adult Chair Certification Program (“Program”). The following agreement (“Agreement”) contains the terms and conditions of the Program commitments and requirements for certification. Please read this Agreement carefully. 

The Company and You (collectively “Parties”) hereby agree that the following terms and conditions govern your participation in Program: 

Payment Requirements. 

1. The total Program cost is $15,000 if you pay in one lump sum or $1,290 if you pay in twelve installments. 

2. The two payment options are as follows: 

i. One-Time Payment: You may pay the Program fee ($15,000) in one lump sum via credit card. This payment must be received at signup of the Program prior to May 5, 2023 or before the Program is full. 

ii. Installment Payments: You may also pay the Program fee in twelve (12) monthly installment payments of $1,290. To pay in installments, you must pay the first month’s installment of $1,290 at signup of the Program, prior to May 5, 2023 or before the program is full. Thereafter, by agreeing to these terms and conditions at checkout, you authorize the Company to automatically charge your credit card $1,290 monthly for a total of twelve (12) monthly payments. 

3. By executing this Agreement through agreement of terms and conditions at checkout, you acknowledge and agree that the Program fee is earned in full and is nonrefundable for any reason. 

Program Requirements.

4. Physically attend the one-week intensive scheduled for May 21 – May 26, 2023. You must attend the training in full.

5. Forty (40) practicum hours. Twenty (20) of the forty (40) hours completed by the three (3) month mark of the program and the remaining twenty (20) hours completed by the 6 month mark of the program). A portion of your hours will be completed with coaches in the program, the remaining will be completed with people outside of the program. No family members as clients allowed. You will receive one (1) credit hour each time acting as  a “coach”. Practicum hours are not paid hours. Evaluation is accepted in place of payment with the exception of current practicing certified practitioners. You may use current clients and accept payment but still require evaluation to count toward your practicum hours.

You acknowledge that you are ultimately responsible for ensuring that you meet your practicum hour requirements, and that the Company is not responsible for locating or facilitating those sessions. Company reserves the right in its sole discretion to accept or reject the submitted practicum hours.

6. Attend or watch the six (6) interactive live teachings associated with the Program.  Live attendance is preferred but not required, so long as a total of six (6) are completed. An assessment associated with each monthly interactive live teaching must be completed at the end of each month associated with the live interactive teaching. Six assessments total to be completed. Assessments are pass/fail, and you have two chances to complete and pass each assessment. Must pass the assessment by the last day of the associated month. 

7. Must attend two one-on-one check-ins with your assigned Program mentor. The first check-in to take place in the first three (3) months of the program and the second check-in during the last three (3) months of the program.

8. You must complete the “Business Foundation Benchmarks” by provided deadlines. This includes your written out personas, written out pitch, photography for website, setting up your software for your website, and complete your content flow sheet, all by assigned dates. You acknowledge any missed deadlines could result in your website not being completed and the Company is not responsible for delivery of your website if deadlines are missed. 

9. All required program calls need to be attended live or the recording watched: 

• Call #1: Kickoff call 
• Call #2: Defining your brand training and Q+A
• Call #3: The website training and Q+A

10. The following is offered but not required for certification: 

• Michelle Chalfant, Founder + CEO offers virtual office hours once a month.
• Sarah Langhans, COO offers virtual office hours once a month. 
• Kristen Shoates, Content writer offers virtual office hours once a month
• Your assigned Certified Adult Chair Coach (and master coach-in-training) mentor offers virtual office hours twice a month.
• Michelle Chalfant offers a total of six (6) live coaching sessions with a Q&A immediately following during the program. Six (6) coaches-in-training in the Program will be selected for these sessions. 

11. Pass an exam and graduate by November 30, 2023. If you do not pass the exam, Company may, in its sole discretion, provide you with a completion plan and agree to extend your completion period past November 30, 2023, but in no event shall the completion period extend past January 31, 2024. The completion plan may involve additional requirements for Certification in the Company’s sole discretion.

Information for One-Week Intensive

12. Travel Expenses. You are solely responsible for payment for all travel expenses related to attendance at the one-week intensive currently scheduled for the week of May 21 – 26, 2023 at Evins Mills in Smithville, TN, a suburb of Nashville, TN. Attendance is mandatory for completion of this Program. 

13. Lodging and Meals for Intensive Program. Company will provide lodging and all meals during the one-week intensive. Prior to the in-person training, Company will provide you with a questionnaire relating to the Program, which will include questions relating to dietary restrictions, and/or allergies. It is your responsibility to provide this information to the Company by filling out the questionnaire and/or responding to Company’s inquiries in advance of the commencement of the one-week intensive. Company will do its best to accommodate the needs and requests of all participants of the Program, but cannot make any guarantees that all requests will be accommodated. All attendees will share a room with one other attendee of the same sex and both agree to respect space and boundaries, within means, of the assigned roommate.

Benefits of Certification. 

14. Upon graduating from the Program, You will receive a physical copy of your Certification as an Adult Chair Coach and shall be a certified, globally recognized Certified Adult Chair Coach. 

15. One free ticket to an Adult Chair event a year for both You and a spouse, friend, or business partner. Ticket to expire three (3) years after your graduation date.

16. Lifetime access to a coaches-only platform, where You can connect, collaborate and learn how to uplevel your business together and access all archived content. 

17. Marketing through The Adult Chair platforms, including a directory listing of coaches organized by location and category Your listing is free for your first year as a Certified Adult Chair Coach and $500/year following your first year to maintain your listing on the Website. Company cannot guarantee that it will provide You with referrals. If Company does refer You, Company cannot guarantee a specific amount of referrals, actual income derived from a referral, or the procurement of future referrals. While Company cannot guarantee the procurement of future business for You, Company can guarantee exposure through its network. 

18. Assistance with creating a new website or auditing your  current website so that it conforms to The Adult Chair Model, including but not limited to The Adult Chair Terms and Conditions (“Terms and Conditions”). After the initial website setup, You will be responsible for continued updates to ensure your website conforms with the most recent Terms and Conditions as may be provided by Company from time to time. You will also be responsible for paying for any fees related to upkeep of your website, hosting of the website, and any fees relating to any ownership of URLs. You agree that Badge and Terms and Conditions provided by the Company will be included in the footer on your website during the entire time you are advertising yourself as a Certified Adult Chair Coach.

Certification Obligations. 

19. As a Certified Adult Chair Coach, You must utilize Company approved Terms and Conditions when working with clients. You acknowledge and agree that you alone are responsible for ensuring You are in compliance with any and all state or federal requirements relating to how you operate your business. You may modify any Company approved forms and/or Terms and Conditions with prior written approval from Company. 

20. To retain your Certification, every year You must take and pass the certification renewal exam provided by the Company, which will be provided on an annual basis to ensure that you are keeping up with coaching best practices and on top of The Adult Chair modalities. You must also be an active coach with at least 50 coaching hours per year OR 25 coaching hours; 25 CEU hours (workshop, online course, etc., but must be a minimum of 25 coaching hours for a combined 50 hours total).

21. You are required to notify the Company whenever You change your contact information or change or create a new practice area so that we can update the directory and provide accurate referrals. 

22. You must conduct yourself according to a high standard of professional conduct. No romantic relationships with clients will be tolerated. All coaches must wait a minimum one year post the ending of the coach/client relationship for any romantic relationship. The Company, in its sole and absolute discretion, will make the determination of whether this standard has been met.

23.You must inform Company, without delay, of matters that can affect your capability to continue to fulfill the conditions of the Certification. 

24. You may not make any representations, warranties, guarantees, indemnities, similar claims or commitments, actually, apparently, or ostensibly on behalf of Company. 

25. You also acknowledge that your Certification is not in any way a warranty or guarantee by the Company of your abilities. You may not suggest or represent to third parties that your Certification is any such warranty or guarantee of your abilities. 

26. Company reserves the right to revoke your Certification at any time for any reason, including but not limited to: 

i. complaints or reports from clients; 

ii. your use of the Certification in a way that does not align with The Adult Chair Model mission and values, which you acknowledge receiving during your training; 

iii. your engagement in conduct detrimental to the health, safety or welfare of clients; 

iv. your conviction of any felony or a misdemeanor involving a crime of moral turpitude, including but not limited to fraud or dishonesty; and 

v. A violation of any of the terms of this Agreement. 

The right to revoke your Certification is in addition to any other remedies available to the Company at law or equity. 

27. You promise that, upon termination or expiration of this Agreement or your Certification, all rights related to your Certification, including all rights to use intellectual property, proprietary information, and confidential information, will immediately terminate, and You must immediately cease and desist from representing yourself as a Certified Adult Chair Coach. You will also no longer have access to the benefits of the Certification as referenced herein. 

Miscellaneous Provisions. 

28. You understand and acknowledge that the Certification is not affiliated or a part of the International Coach Federation. 

29. Proprietary and Confidential Information and Intellectual Property. 

i. All instruction manuals, handouts, outlines, videos, audio recordings, processes, procedures, methods, models, systems, and other materials provided to You relating to the Program and The Adult Chair Model are, and will at all times remain, the confidential proprietary property of Company (“Confidential Information”). The Parties agree that Confidential Information specifically includes, but is not limited to, the Company’s trade secrets (as defined by the North Carolina Trade Secrets Act, N.C. General Statutes section 66-152, et seq.). You agree that You will not, nor permit others to, reproduce, use, transmit, publish, or disclose Confidential Information, in any form, including without limitation, verbal, written, electronic or any other means for any purpose. You shall not use any Confidential Information for any purpose outside the scope of this Agreement. 

A. This prohibition does not apply to you sharing materials with clients and staff members as part of your practice. However, you are required to notify them of the proprietary nature of the materials and ensure they are not otherwise released to third parties. 

B. You expressly agree, by signing below, that you will never use the Confidential Information to create a competing coaching program or assist another individual and/or entity in creating a competing coaching program. 

ii. The Adult Chair is a registered servicemark of the Company, and Company asserts common law trademark protection over all other logos, designs, and phrases used in its marketing, and all photographs, videos, audio files, and writings, whether in digital or in print, are copyrighted (“Intellectual Property”). Company has exclusive rights to its Intellectual Property. Upon successful completion of the Program, and subject to the terms of this Agreement and future Agreements, Company will grant You a non-exclusive, non-transferable, non-assignable, non-sublicensable, personal, revocable right to designate yourself as a Certified Adult Chair Coach and to use the same to market, advertise, and promote your activities as a Certified Adult Chair Coach. You are granted no other right, title, or license to the Intellectual Property. You agree You will not, nor permit others to: 

A. Delete, alter, or obscure any Intellectual Property or Confidential Information. 

B. Add or insert any other trademark or copyright into or on any Company materials. 

C. Use the Intellectual Property or other Company content or graphics in any manner that implies that any other products or services are endorsed, approved, or provided by Company without the prior written consent of Company. 

D. Take any action that is adverse to, challenges, dilutes, or interferes with any of Company’s rights in or to the Intellectual Property or Confidential Information. 

E. Use any Intellectual Property in any domain name, email address, or other social media identifier without the prior written consent of Company.

30. You agree not to make any statements, written or oral, or cause or encourage others to make or seek out any statements, written or oral, which defame or disparage the Company or its officers, directors, affiliates, employees and representatives, or The Adult Chair Model. This requirement commences upon your execution of this Agreement and survives termination of the Agreement or termination of your Certification, regardless of whether such termination was initiated by You or the Company. 

31. Indemnification. You agree to indemnify, defend and hold Company and its officers, directors, affiliates, employees and representatives harmless against any losses, liabilities, damages, claims and expenses (including attorneys’ fees and court costs) relating to, or caused directly by any and all of your acts or omissions related to your use of the Certification, work with clients, whether or not utilizing The Adult Chair Model, your use of misuse of the Intellectual Property, or a breach of your obligations under this Agreement. In case any action or proceeding be brought against Company and/or its officers, directors, affiliates, employees, and representatives by reason of any such claim, You, upon notice from Company, shall resist and defend such action or proceeding, by counsel reasonably satisfactory to Company.

32. Limitation of Liability and Damages. Under no circumstances will Company be liable for any consequential, special, incidental, exemplary, or indirect damages arising from or relating to this Agreement or Certification even if Company has been advised of the possibility of such damages. Company’s liability for direct damages, whether in contract, tort or otherwise, shall be limited to fees paid by You to Company under this Agreement. 

33. Nature of Coaching; Disclaimer. You understand that Company’s employees and teachers are not your agents, therapists, business managers, or public relations managers. They do not provide counseling, therapy, advice, answers, or direction to You. Their role is to assist You in understanding and completing the Program, obtaining Certified Adult Chair Coach Certification, and utilizing the benefits of your Certified Adult Chair Coach Certification. The Program will provide a foundation for You to build upon, but You acknowledge and agree that you are solely responsible for your own progress, results, and success in the Program and, in the future, as a  Certified Adult Chair Coach. Company cannot and does not promise that You will take any specific action or attain specific goals; Company is solely providing You with the tools that You will need to implement for your own success and results. Company does not make any warranties or guarantees, express or implied, that You will receive a particular result from following the Program or obtaining and maintaining the Certification. You understand that due to the nature of the Program, the results experienced may vary significantly for each participant and coach. You acknowledge that Company is not guaranteeing any earnings for You as a result of completing the Program or maintaining the Certification. Company is not responsible for increasing your earning potential or procuring any new business for You. 

34. Program Changes. Company may, in its sole discretion, change the Program and Certification without notice. Such changes will be posted on the Company website and the coaching platform and may include, without limitation, modifying certification requirements, courses, objectives, and benefits. 

35. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior communications and agreements, either oral or written. 

36. No Partnership or Agency. Each Party shall act only as an independent contractor, and not as an employee, agent, subcontractor, or representative of the other, for all purposes under this Agreement. Nothing contained herein shall be deemed to constitute a joint venture or partnership for any purpose or create any employment or fiduciary relationship between the Parties. Neither Party will have any authority to create or assume, in the name or on behalf of the other, any obligation, expressed or implied. 

37. Severability. If any provision in this Agreement is determined to be unenforceable by any court of competent jurisdiction, such provision shall be modified to be enforceable and consistent with the parties’ intent as closely as possible. Further, if the remainder of the Agreement is not materially affected by such determination and is capable of substantial performance, then the remainder will be enforced to the extent permitted by law. 

38. Waiver. The failure to enforce or the waiver by either party of one default or breach of the other party shall not be considered a waiver of any subsequent default or breach. 

39. Governing Law; Dispute Resolution. This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, excluding its conflicts of laws provisions. In the event of a dispute arising out of or relating to this Agreement, or the breach thereof, which the parties cannot adequately resolve, the parties agree to submit the matter to a non-binding mediated settlement conference in Mecklenburg County, North Carolina pursuant to North Carolina’s Rules Implementing Statewide Mediated Settlement Conferences and Other Settlement Procedures in Superior Court Civil Actions. If mediation is unsuccessful, the dispute shall be decided by binding arbitration pursuant to the North Carolina Revised Uniform Arbitration Act, N.C. Gen. Stat. § 1-569.1, et seq. in Mecklenburg County, North Carolina, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 

40. Notices.  All notices, requests, demands and other communications made with respect to this Agreement or any other agreements executed in connection herewith shall be in writing and may be sent by any of the following methods: (a) hand delivery, (b) registered or certified mail (postage prepaid), (c) electronic transmission (facsimile or email) with a copy sent by one of the other methods allowed under this paragraph or (d) next business day delivery with a nationally recognized overnight courier service such as UPS or Federal Express.  All such notices shall be sent to addresses, email addresses and facsimile numbers set forth below the signature of the party, or to such other addresses and numbers as may be specified in a notice given to the other party in accordance with this paragraph.

41. Survival. Paragraphs 30-35, 38-43, and 45 survive termination or expiration of this Agreement. 

42. Assignment. You acknowledge that the rights and obligations hereunder are personal and may not be assigned by You to any third party. Any attempted assignment will be null and void and shall constitute a breach of this Agreement. 

43. Remedies. It is expressly agreed that a material breach of this Agreement by You may cause irreparable harm and a remedy at law may be inadequate. In addition to any and all remedies available at law, Company will be entitled to injunctive relief or other equitable remedies in the event of a threatened or actual violation of any of the provisions of this Agreement. 

44. Headings.  The paragraph headings are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope or content of this Agreement or any provision hereof.

45. Counterparts; Facsimiles.  This Agreement may be executed in multiple counterparts which, when assembled, shall constitute one original.  A counterpart executed by electronic or facsimile transmission shall be deemed an original.

46.Business Days.  If the final day of any period or any date of performance under this Agreement falls on a Saturday, Sunday or legal holiday, then the final day of the period or the date of performance shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

By purchasing The Adult Chair Coaching Certification Program You are agreeing to the Company terms and conditions and to this Agreement as a legally binding and digitally signed agreement between You and Company. 

Customer Service

If you have questions or comments regarding The Michelle Chalfant Company, Inc., please email us at support@michellechalfant.com.