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Acceptance of Terms and Conditions for Participation in the Proctor Gallagher Consultant Certification Program

This Acceptance of Terms and Conditions (the “Agreement”) and the applicable registration or order form (the “Registration Form”) for participation in the Proctor Gallagher Consultant Certification Program, the required attendance at the consultant training program, and all related courses, materials, websites and associated programs (collectively referred to as the “PGC Program”) sets forth the terms of the relationship between the Proctor Gallagher Institute, LP, a Nevada limited partnership (“PGI”), with offices located at 4354 N. Frank Lloyd Wright Boulevard, Suite 18, Scottsdale, Arizona 85260, USA, and you as the purchaser or consumer (“you”) as it relates to the Program. You and PGI may be referred to in this Agreement collectively as the “Parties” or individually as a “Party”. You expressly agree to the terms of this Agreement by participating in the Program.

  1. Term of Agreement. The term of this Agreement shall be from the time PGI accepts of your enrollment in the PGC Program (the “Effective Date”) until the completion of the PGC Program or, alternatively, upon termination by either Party. Either Party may terminate this Agreement at any time by giving the other Party written notice of termination. Termination will not, however, release either Party from any obligations that arose prior to the date written notice of termination was given.
  2. The PGC Program. Upon completion of the PGC Program, you will be a Proctor Gallagher Consultant certified to facilitate training in Thinking Into Results (“TIR”). The PGC Program consists of nine (9) months of training. You are additionally required to complete an in-person or virtual Consultant Training requirement (the “Consultant Training”) described in Section 8, below. You are expected to complete the PGC Program and the Consultant Training during this nine-month time period. The nine-month period for completing the PGC Program commences on the 1st day of the month following your enrollment. As set forth in Section 4, below, you may extend this training period with payment of an extension fee. Once you have completed the Consultant Training and provided that all required annual certification dues have been paid, you are entitled to market, facilitate, be listed on as a certified consultant on the Proctor Gallagher Consultant website and otherwise hold yourself out to the general public as a Proctor Gallagher Consultant that is a certified to facilitate TIR. You consent to PGI listing your name and contact information, such as your e-mail address, country and region/state, on the consultant website by completing the PGC Program. You may, however, notify PGI of your desire not to be listed on the consultant website. Any such notification must be done in writing. In addition to the Consultant Training requirement described in Section 8, you shall also complete all other qualifications specified in the certification checklist provided in connection with the certification training module provided to you. Please note that all certification qualifications provided on this checklist are subject to modification at any time at PGI’s sole and absolute discretion.
  3. PGC Program Participation Payments. You agree to pay PGI an initial deposit for participation in the PGC Program (the “PGC Program Deposit”). By paying PGI the PGC Program Deposit, you are agreeing to the terms and conditions set forth in this Agreement. You further agree to pay PGI the total amount for participation in the PGC Program (the “PGC Program Tuition”) that is listed on the invoice provided to you after receipt of the PGC Program Deposit or that PGI has otherwise advised you to be the cost to participate in the PGC Program. The PGC Program Tuition is the amount you and PGI agreed upon for your participation in the PGC Program. You must pay PGI the PGC Program Deposit before you can receive any products or materials related to the PGC Program. You must pay PGI the full PGC Program Tuition or be current on all payments required by PGI under any PGC Program Tuition payment plan to be eligible to attend the PGC Program and be eligible for certification. If you fail to make any payment(s) to PGI on an agreed upon date, PGI may deem all sums due by you immediately payable to it. Additionally, if you fail to make any payment(s) to PGI on an agreed upon date, PGI may suspend your ability to attend and/or receive products and services related to the PGC Program. Any such suspension, however, does not relieve you of your obligation to pay PGI the full PGC Program Tuition. All outstanding and/or delinquent PGC Program Tuition payments must be brought current for you to resume participating in the PGC Program and to receive products and services related to the PGC Program. PGI, in its sole and absolute discretion, may apply any and all payments due to you from any affiliate or other PGI sponsored revenue sharing program to your outstanding and/or delinquent PGC Program Tuition payments or any other payments required under these terms and conditions.
  4. Extension Fee. The PGC Program encompasses nine (9) months of training from commencement to completion. The PGC Program must be completed during the nine-month period allotted for participation based on the date of your enrollment. The nine-month period for completing the PGC Program commences on the 1st day of the month following your enrollment. If you cannot complete the PGC Program during the allotted nine-month training period, you may obtain a six-month extension of your PGC Program completion date upon payment of $275.00 (the “Extension Fee”). The Extension Fee is nonrefundable upon payment and is designed to be a one-time accommodation for PGC Program participants. The nonrefundable Extension Fee also applies to extensions of time to complete the required Consultant Training portion of the PGC Program described below in Section 8. Additional PGC Program completion extensions will be considered by PGI on a case-by-case basis and may be subject to an additional fee.
  5. No Refunds. All funds paid to PGI, including the PGC Program Tuition and the PGC Program Deposit, are nonrefundable. All funds paid by you are deemed earned by PGI upon receipt.
  6. PGC Program Materials. PGI will provide you with the following PGC Program learning systems licenses for you to sell: Five (5) TIR digital programs (the “TIR Digital Programs”). You may request DVD copies of TIR materials subject to product availability and at an additional cost, including shipping and handling. Copies of the TIR Digital Programs shall not be made available to the general public or any third party for sale, distribution, download, replication, copying, file sharing or otherwise. Upon payment of your PGC Program Deposit, PGI will ship, authorize and/or allow access to all TIR Digital Programs, the PGC Program website, and all PGC Program webinars and teleconferences. You agree that PGI will not be liable for any late delivery or incorrect delivery of the TIR Digital Programs or any other materials no matter when ordered. You also agree that you are responsible for purchasing and providing all collateral materials and tools required to participate in the PGC Program, including marking pens, masking tape, flip charts, overheads, projectors, audiovisual, any required correct legal information, paying all of your own marketing expenses, making all required payments to PGI. You are also responsible for identifying PGI as the owner of the “Thinking Into Results” program and their related materials. PGI may update the PGC Program and its related materials from time to time. PGI is under no obligation to make, provide updates to, or to supply you with materials related to any updated or modified version of the PGC Program. Should you decide to cancel your participation in the PGC Program prior to completion you are required to return directly to PGI all copies of the TIR Digital Programs that can be returned (the “Required Returned Materials”). Should the Required Returned Materials be returned to the delivery warehouse or another PGI third party provider other than directly to PGI you shall be responsible for all handling, restocking or other fees imposed for the transaction. You are also required to cease accessing, using, selling, distributing, advertising and/or offering any materials related to the PGC Program to the public.
  7. Annual Certification Fee. Upon completion of the PGC Program, you will be authorized by PGI to hold yourself out as a Proctor Gallagher Consultant certified to facilitate TIR. Only active Proctor Gallagher Consultants may hold themselves out to the public as being certified facilitators of TIR or certified Proctor Gallagher Consultants. In order to remain an active Proctor Gallagher Consultant certified to facilitate TIR, you are required to pay PGI an annual certification fee in the amount of $500.00 (the “Annual Certification Fee”). Your initial Annual Certification Fee shall be due no later than twelve (12) months following execution of this Agreement. Your Annual Certification Fee shall be due every twelve (12) months thereafter. If you fail to pay the Annual Certification Fee you will be classified on the Proctor Gallagher Consultant Inactive List. You will additionally be prohibited from holding yourself out to the general public in any manner that you are a certified to facilitate TIR, are a Proctor Gallagher Consultant or any derivation thereof and prohibit you from accessing any and all digital/electronic and/or social media resources made available to active consultants. If you are placed on the Proctor Gallagher Inactive List, you are also prohibited from using Bob Proctor or Sandy Gallagher’s image(s), PGI branding or otherwise associate yourself in any manner with PGI, Bob Proctor and/or Sandy Gallagher to advertise or otherwise promote your consultancy. PGI will send an invoice for payment of the Annual Certification Fee in electronic mail format to the address(es) on file with the company. You shall immediately advise PGI of any changes to your contact information. The Annual Certification Fee shall be due and payable to PGI no later than thirty (30) days after the date listed on the associated invoice and/or correspondence. Payments received after thirty (30) days from the date listed on the associated invoice and/or correspondence shall be deemed late.
  8. Required Consultant Training. In order to satisfy the PGC Program certification requirements, you are required to participate in PGI’s three (3) day in-person or virtual Consultant Training within nine (9) months after your enrollment in the PGC Program. PGI will not certify you as a PGC Program graduate, and you will not be authorized to hold yourself out to the public as a certified consultant, until you have satisfied the Consultant Training requirement. You may apply for a six-month extension to complete the Consultant Training if it cannot be completed within the nine (9) month period as set forth in Section 4, above, with payment of the required extension fee. You are responsible for the cost of training enrollment, all travel, lodging, meals and incidental costs associated with attending the Consultant Training. In addition, your PGC Program Tuition, including any payment arrangements authorized by PGI, must be current and in good standing with a minimum of $10,000.00 paid toward the overall cost of the PGC Program before you are eligible to participate in the Consultant Training. The Consultant Training component is in addition to any other qualifications required by the certification checklist provided to you by PGI, which may be modified, revised, amended or otherwise changed at PGI’s sole and absolute discretion.
  9. Advertising and Public Representations. Upon completion of the PGC Program you are authorized to advertise and hold yourself out to the public as a Proctor Gallagher Consultant certified in facilitating training in TIR. You are responsible for generating all client leads. You will also be authorized to advertise and hold yourself out to the public in this manner in all years that your Annual Certification Fee is paid in full and you are in active status with PGI. When advertising and/or holding yourself out to the public, you may not represent, imply, allude to or otherwise create an impression that you are an employee, officer, contractor, or representative of PGI, Sandra Gallagher or Bob Proctor. For example, you may not use PGI’s name, logo or branding in advertising without PGI’s prior approval and consent. Moreover, you may not say you are employed by PGI or represent that you have been or are being personally mentored by Bob Proctor or that Bob Proctor is your mentor, coach or personal instructor. Rather, you are allowed to advertise that you have completed training with PGI, that you have studied Bob Proctor’s teachings/materials and that you are certified by PGI to facilitate training in TIR.
  10. Credit Card on File Requirement. To participate in the PGC Program, you must provide PGI with a valid credit card to keep on file. The credit card on file with PGI will be used to process your monthly or other agreed upon PGC Program Tuition payments. The credit card on file with PGI will also be used to process your Annual Certification Fee unless the company has otherwise been advised not to do so. Additionally, the credit card on file with PGI will also be used to process payment for any PGC Program materials and/or client-related purchases made by you. PGI may require you to complete a credit card authorization form in addition to you accepting the terms of this Agreement. By maintaining a credit card on file with PGI, you represent and warrant that you are the authorized cardholder, you agree to the terms contained in this Agreement, you agree to pay, and specifically authorize PGI to charge the credit card on file for any required PGC Program Tuition payments, Annual Certification Fees, PGC Program materials and any products or services that you have ordered from PGI, which expressly includes the purchase of client-related materials. Moreover, you further agree that in the event the credit card on file becomes invalid, you will provide PGI with a new valid credit card that may be used to process payment for any outstanding balances owed for PGC Program Tuition payments, Annual Certification Fees and any products and/or services you have ordered.
  11. PGC Program Participation at Your Own Risk. PGI does not guarantee that you will achieve any specific personal, professional or financial results by your participation in the PGC Program. PGI also does not guarantee you will earn any specific amount of income as a result of your participation in the PGC Program. PGI makes no promises, representations or warranties concerning the viability of any goals, aspirations or endeavors you may identify or choose to pursue during or as a result of your participation in the PGC Program. You agree to participate in the PGC Program at your own risk. PGC Program information, services and products are used at your own risk. You are solely responsible for any decisions and actions that result from your participation in the PGC Program and the use of PGC Program related information, products and services. PGI does not, and will not, provide you with any psychological, investment or financial advice in connection with your participation in the PGC Program or otherwise.
  12. Ownership Rights and Proprietary Information. PGI and its affiliated entities own all right, title and interest (including all intellectual property rights throughout the world) to any and all course materials, products, services and information related to the PGC Program. Moreover, PGI is the owner of the federally registered trademark “Thinking Into Results.” You agree that you will not make any PGC Program materials available to the general public or any third party for sale, distribution, download, replication, translation, copying, file sharing or otherwise unless permitted by this Agreement or authorized in writing by PGI. You further agree that you will not translate any PGC Program materials into any language other than the language to which it was provided to you by PGI without PGI’s express written consent. Any violation of this Section 12 may result in revocation of your certification, legal action or both by PGI.
  13. Intellectual Property. All trademarks, service marks, trade names, logos, patents and copyrighted materials associated with the PGC Program or contained in the PGC Program materials, including the rights to use the federally registered trademark “Thinking Into Results” or any variation thereof (the “PGI Intellectual Property”), are the property of PGI and/or its affiliated entities. You agree not to infringe upon the PGI Intellectual Property by, among other things, the following: (1) duplicating or creating material (including any derivative works) that is the same or substantially similar to the PGI Intellectual Property; (2) registering, creating or using trademarks, service marks or domain names that are the same or substantially similar to the PGI Intellectual Property; (3) using, manufacturing, or selling any product or service that infringes upon the PGI Intellectual Property; and (4) taking any action implies or appears to be an endorsement, partnership, or association with PGI to which it has not expressly consented. Any violation of this Section 13 may result in revocation of your certification, legal action or both by PGI.
  14. Consent to Use Likeness. You expressly grant PGI consent to capture, record, replicate, reproduce, publish and otherwise disseminate your name and likeliness in any and all promotional, educational or other means derived from your attendance and participation in all, or any part of, the Consultant Training requirement
  15. Unsolicited Offers and Bulk Communications. By participating in the PGC Program, you expressly agree to refrain from disseminating, writing, messaging, promoting, advertising, linking or otherwise posting any material or content in mass or in bulk via direct message, repeated website announcements or unsolicited offers, promotions and/or invitations to other participants of the PGC Program that refer or relate to opportunities, programs, multi-level marketing opportunities unrelated to the PGC Program. Any such mass or bulk dissemination of materials or information prohibited by this Section 16 must be pre-approved by PGI before it is provided to PGC Program participants in any format or media. PGI, in its sole and absolute discretion, retains the right to deny the right to disseminate any materials that it deems fall within the restrictions specified in this Section 15. Violation of this Section 15 may, in PGI’s sole and absolute discretion, result in the immediate suspension and/or termination of your ability to access, participate in or receive any benefit associated with the PGC Program without the right to a refund for any funds paid to PGI. Additionally, PGI expressly reserves the right to any and all remedies available to it in law or equity to redress harm incurred by it as a result of a violation of this Section 15.
  16. Accommodations. You are responsible for paying for your own transportation, parking, accommodation and meals associated with attending the Consultant Training.
  17. Modification. PGI may modify or amend any of the terms and conditions contained in this Agreement, at any time and by posting a change notice or a new version of the Agreement on the applicable PGC Program website or by otherwise advising you of the amendment/modification. If any such amendment/modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the PGC Program following the posting of a change notice or a new version of this Agreement on the applicable PGC Program website or following notice of the modification/amendment will constitute your binding acceptance of the new terms and conditions.
  18. Indemnification. You will indemnify, hold harmless and defend PGI (as well as its members, employees, instructors, vendors, independent contractors, service professionals and affiliated entities) against any and all claims, expenses, costs, causes of action and damages (including those for personal injury, property damage and reasonable attorney’s fees) relating to your participation in the PGC Program or for violation of this Agreement.
  19. Assignment. Unless otherwise set forth herein, you may not assign this Agreement (or any obligations under this Agreement without PGI’s prior written consent.
  20. Assignment to Immediate Family Members. You may assign your PGC Program enrollment to an immediate family member on a one-time basis together with payment of 500.00 to PGI. For purposes of this Section, an “immediate family member” includes husbands, wives, sons and daughters of the enrolled PGC Program participant. Any immediate family member assigned rights under this Section shall be required to sign and abide by the terms of this Agreement, which includes attending the mandatory Consultant Training.
  21. Assignment to Corporate Entity/Partners. You may assign your PGC Program enrollment to a corporate entity together with adding up to a total of three (3) additional partners and/or corporate executives working with you. Assignment under this Section requires that you have an existing corporate entity that is valid and in good standing within the jurisdiction in which it was established. Assignment under this Section additionally requires payment of $1,500 per partner and/or corporate executive being assigned rights to participate in the PGC Program. Each partner and/or corporate executive being assigned rights under this Section shall be required to sign and abide by the terms of this Agreement, which includes attending the mandatory Consultant Training.
  22. Limitation of Liability. PGI (as well as its members, employees, instructors, vendors, independent contractors, service professionals and affiliated entities) shall not be liable for any indirect, incidental, special or consequential damages of any nature (including but not limited to claims for personal injury, property damage, loss of revenue, profits) related to your participation in the PGC Program. Under no circumstances shall PGI’s liability, if any, exceed any portion or all of the PGC Program Tuition paid by you.
  23. Governing Law; Class Action Waiver. This Agreement will be governed by, and construed in accordance with, the laws of the State of Nevada, without reference to rules governing choice of laws. You irrevocably and unconditionally waive, to the fullest extent permitted by law, any right you may have to participate as a representative or member of any class of claimants in any class action lawsuit against PGI, or any of its affiliated entities, that relates to your participation in the PGC Program.
  24. Arbitration. Any dispute or claim arising out of or related to the PGC Program, this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), shall be resolved by binding arbitration before the American Arbitration Association (the “AAA”) with the appointment of a single arbitrator. The AAA rules and procedures governing civil proceedings shall apply to the proceedings. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section or otherwise seek applicable injunctive or equitable relief. The arbitration shall be held in Las Vegas, Nevada. Both Parties hereby irrevocably consent to AAA arbitration in Las Vegas, Nevada, as well as the jurisdiction of the courts located in Clark County, Nevada for injunctive, equitable relief and enforcement purposes. Any arbitration award shall be final, binding and non-appealable. All awards may be filed with one or more courts, state, federal or foreign, having jurisdiction over the Party against whom such award is rendered or its property.
  25. Legal Age. You represent that you are of legal age to enter into this Agreement.
  26. Conduct. PGI expects that Proctor Gallagher Consultants conduct themselves with the highest ethics and integrity. You agree to do so and represent that you have never been convicted of a felony, a crime involving moral turpitude or violated a court order. In the event that you have been convicted of a felony, a crime involving moral turpitude or have violated a court order, PGI, in its sole and absolute discretion, reserves the right to allow you to participate in and/or complete the PGC Program. In this regard, PGI encourages you to promptly and completely disclose any and all information that you feel may violate this provision so the company can fully evaluate the circumstances presented. Any decision by PGI with regard to this provision is binding and final.
  27. Relationship of Parties. Nothing in this Agreement or through your participation in the PGC Program shall create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and PGI.
  28. Miscellaneous. This Agreement, together with any invoices provided by PGI, constitutes the entire understanding of the Parties with respect to your participation in the PGC Program. This Agreement, together with any invoices provide by PGI, revokes and supersedes all prior or contemporaneous agreements, communications, proposals or understandings, whether electronic, oral or written, between the Parties regarding your participation in the PGC Program.

Revised February 20, 2023