Terms of agreement

1. Agreement. This Carnivore Coach Training Program Agreement (“Agreement”) specifies the terms and conditions that govern the relationship between you and Revero, Inc., a Delaware corporation (“Revero”, “we”, or “us”) and under which you may provide coaching and receive payment through the website located at www.carnivore.diet (the “Site”) and related services, programs, software, and applications (collectively the “Platform”). By acknowledging your acceptance and choosing to participate in the Carnivore Coach Training Program (“Program”) provided by Carnivore.Diet, you accept and agree to be bound by this Agreement. In exchange for valuable consideration, including but not limited to the Carnivore.Diet Program and the use of the Carnivore.Diet Platform, services, and other products, you agree to the terms of this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE PROGRAM.
2. Arbitration Notice and Class Action Waiver. You agree that all disputes and claims between you and Carnivore.Diet arising under or relating to this Agreement will be resolved by binding, individual arbitration in the state of Arizona or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. You waive your right to participate in a class action lawsuit or class-wide arbitration relating to or arising out of disputes and/or claims between you and Carnivore.Diet. In the case of any dispute, no arbitrator shall have authority to conduct class arbitration. An award or arbitration finding may be confirmed in a court of competent jurisdiction. BY PARTICIPATING IN THE PROGRAM, YOU WAIVE YOUR RIGHT TO A JURY TRIAL FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT. YOU UNDERSTAND THAT DISPUTES WILL NOT BE RESOLVED BY A COURT OR JURY.

3. Conditions of the Program.
   1. Age. You must be at least eighteen (18) years old to participate in the Program.
   2. Credit Card Holder. You agree that you are the credit card holder for your account or have express permission of the cardholder to use their card as a payment method.
   3. Personal Information. You agree to provide accurate and up-to-date essential personal information and agree to update and maintain such information as necessary.
   4. Incorporation of Website Terms and Conditions. This Agreement includes and incorporates by reference the agreements and policies referred to or linked to herein, including our Terms and Conditions and Privacy Policy, and any other agreements you enter through website, as may be modified by Carnivore.Diet from time to time in our sole discretion. In the even of a conflict between such policies and this Agreement, this Agreement controls. Coaches will be bound by and adhere to the Code of Ethics, provided as part of membership and incorporated by reference into this Agreement.

4. Term of Agreement. The term of this Agreement commences on the date of acceptance and shall continue for an initial term of one year (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew in successive one-year terms (“Renewal Terms”) until terminated according to this Agreement.

5. Program Terms. You will receive access to Carnivore.Diet Carnivore Coach Training Program. You may complete the Program at your own pace. Upon completion of the Program, you may apply to become an approved Carnivore.Diet Carnivore Coach (“Coach”). On its sole discretion, Carnivore.Diet will approve or deny you as a Coach. Carnivore.Diet may use any test, interview, or other evaluatory method to help determine suitability for approval. However, approval of Coaches shall be at Carnivore.Diet’s sole discretion. Carnivore.Diet will not provide any formal certificate or diploma upon approval. Upon approval, a Coach will be able to provide coaching services to Carnivore.Diet users (“Customers”) through the Carnivore.Diet Platform.
   1. Contractor Status. You acknowledge that your relationship with Carnivore.Diet as a Coach is that of an independent contractor, not an employee. Carnivore.Diet will in no way direct, supervise, or control the services you provide to Customers.
   2. Program Participation Fee. You agree to pay a one-time fee of $275.00 to participate in the Program, for which you authorize Revero to charge your credit card. Payment of the participation fee does not guarantee that Carnivore.Diet will ultimately approve you as a Coach. The Program Participation Fee is subject to change at Carnivore.Diet sole discretion. Carnivore.Diet is not obligated to provide refunds for dissatisfaction with the Program or for any failure to be approved as a Coach. Carnivore.Diet will use commercially reasonable efforts to ensure the security of all credit card information. Carnivore.Diet expressly disclaims any liability for any damage resulting from release of credit card information to third parties. You agree to indemnify and hold harmless Carnivore.Diet from any damages that may result from such release.
   3. Coaching Services Provided. Upon approval, you will be permitted to offer Coaching services which may be purchased by customers (“Customers”) through the Carnivore.Diet Platform. Carnivore.Diet will permit Customers to select preferred Coaches or match Customers with Coaches in the absence of a Customer selection. Carnivore.Diet does not guarantee any Coach will receive any Customers.
   4. Responsibilities of Coaches. As part of your role as Coach, you will fulfill the Coaching responsibilities as detailed on our Coaches Instructions page. Responsibilities of Coaches are subject to change without notice at the sole discretion of Carnivore.Diet.
   5. Payment for Coaches. Carnivore.Diet shall pay Coaches for coaching services an hourly rate on a monthly basis at a rate solely determined by Carnivore.Diet and subject to change with thirty (30) days’ notice. The current hourly rate is $19 per hour. Carnivore.Diet shall track coaching services provided for payment purposes.
   6. Supervision and Recording. Carnivore.Diet reserves the right to make audiovisual recordings of any coaching session for review and supervisory purposes. Carnivore.Diet reserves the right to joint or participate in any coaching session for review and supervisory purposes.
   7. Inactive Status. Carnivore.Diet will make reasonable efforts to provide Customers to Coaches. However, Carnivore.Diet cannot guarantee Coaches will receive any Customers. In the event Carnivore.Diet determines, in its sole discretion, that a Coach has not provided coaching services for a sufficient period, Carnivore.Diet may place your account on inactive status.
   8. Access to Training Material. In the event this Agreement is terminated for any reason, the Coach will lose access to the training materials and other Coach-specific elements of the Platform.
   9. Non-Circumvention. You acknowledge that our Platform derives its income from collecting a portion of the fees that Customers pay for Coaching services. You agree that for as long as you are party to this Agreement and for a period of one (1) year following termination of this Agreement, you will not attempt to solicit the business of Carnivore.Diet Customers, or to provide services substantially similar to those you provide as a Coach, or to contact Carnivore.Diet Customers to discuss Carnivore.Diet or the services it provides. Should you be found in violation of this Section, you agree to pay Carnivore.Diet an amount equal to triple the income lost by Carnivore.Diet as a result of your conduct. You understand that the true damage and loss of goodwill caused by such conduct is impossible to calculate and quantify at this time and that the fee charged for such conduct is a reasonable sum of liquid damages. It is expressly understood that this is not a penalty but merely attempts to make Carnivore.Diet whole for loss of goodwill, loss of present income, loss of future income, and other damages expressly understood to be the result of such conduct.

6. Prohibitions and Restrictions. As part of this Agreement, you agree to abide by the following limitations:
   1. Prohibition Against Medical Advice. You agree that you will not, under any circumstances, offer medical advice, medical diagnoses, or medical treatment to Customers. Coaches are expected to adhere to the coaching standards provided by the training materials. Any deviation from the training materials is not endorsed by Carnivore.Diet.
   2. Acknowledgment. By signing this Agreement, you acknowledge that you understand that Carnivore.Diet is not a licensed healthcare provider. You acknowledge that you understand that you are prohibited from engaging in the practice of medicine in your role as a Coach, regardless of whether you may be a licensed healthcare professional. You acknowledge that you may not, under any circumstances, offer medical advice, medical diagnoses, or medical treatment to Customers or otherwise on or through the Platform.
   3. Access. You will not access or attempt to access the Carnivore.Diet Platform or associated content by any means other than the interface provided.
   4. Impersonation. You will not impersonate any other person or entity while using Carnivore.Diet or otherwise promote any criminal activity or enterprise or provide support for any illegal activities.
   5. Under 18. You will not solicit information from any person under the age of eighteen (18).
   6. Email Collection. You will not use Carnivore.Diet to harvest or collect email addresses or other contact information for the purposes of sending unsolicited emails or communications of any kind.
   7. Unauthorized Sales or Purchases. You will not use Carnivore.Diet to offer, buy, or sell any goods or services not expressly authorized by Carnivore.Diet.
   8. Legal Obligations. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply as a result of your use of the Platform and participation in the Program. In using the Platform and by participating in the Program, you will not and will not assist or enable others to breach or circumvent any law or regulation, third party agreement, or the terms of this Agreement.
   9. Discrimination and Harassment. You will not, through the use of the Platform or Program, discriminate against or harass anyone on the basis of race, national origin, religion, gender, physical or mental disability, medical condition, marital status, age or sexual orientation or otherwise engage in any abusive or disruptive behavior.
   10. Unauthorized Use of Carnivore.Diet Imagery. You will refrain from tarnishing or otherwise harming the Carnivore.Diet brand in any way, including through any unauthorized use of the website, or by using the trade names, trademarks, images, or brand identifiers that closely imitate or are confusingly similar to Carnivore.Diet trade names, trademarks, images, or brand identifiers.

7. Copyright Laws and Intellectual Property Rights. The content included in the Program may be used for your personal training and certification only. You agree not to modify, reproduce, retransmit, transfer, distribute, sell, broadcast, make available to third parties, or circulate the content to anyone or to exploit any such content for commercial or non-commercial purposes without the express prior written consent of Carnivore.Diet. Any collection and use of the content of the Program or content related to the Program, including product listings, descriptions, prices, or advertising content is prohibited.

8. Marketing Consent. You authorize and agree to allow Carnivore.Diet to use for marketing or publicity purposes any photographs or other personal information provided by you to Carnivore.Diet.

9. Published Content on Carnivore.Diet. You acknowledge that any information provided by you on your public profile on the Carnivore.Diet Platform is not confidential and that such content may be used by any third party without our control. You assume the risk of misuse of your public content by third parties. You also represent that any content you upload or otherwise cause to be hosted on the Platform is content you hold all right, title, and interest to, including without reservation all copyright associated with the content.

10. Promotional Pricing and Limited Time Offers. The Program Participation Fee may from time to time be subject to promotional pricing or limited-time offers. Such promotional pricing or limited-time offers are subject to change at Carnivore.Diet’s discretion. Carnivore.Diet will not offer any form of refund in response to a promotional pricing or limited time offer event.

11. Termination of Agreement. Either you or Carnivore.Diet may terminate this Agreement at any time, for any reason. Upon termination, you will no longer be entitled to offer Coaching services through the Carnivore.Diet website. Any money you have earned prior to termination shall be paid to you on a timely basis. Carnivore.Diet shall be under no obligation to refund the Program Participation Fee but may elect to do so at its sole discretion, to account for errors or extenuating circumstances.

12. Privacy and Security. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We will not sell or distribute your email address to any third party.

13. Limitations on Liability. Carnivore.Diet reserves the right to terminate or restrict your Coaching relationship with Carnivore.Diet and use of our services without notice or further liability as set forth in this Agreement or if we determine, in our sole discretion, that you have breached or will likely breach any provision of this Agreement. If we do terminate the Coaching relationship and provision of services, we also reserve the right to refuse you as a customer, in our sole discretion, if you attempt to subscribed to our services subsequently. Carnivore.Diet will not, under any circumstance, be liable for any special, consequential, exemplary, indirect, punitive, or any other damages to you incurred through your use of Carnivore.Diet.

14. Release of Claims and Indemnification. In consideration for providing access to the Program, to the fullest extent permitted by law, you waive, release and promise never to assert any claims or causes of action, known or not now known, against Carnivore.Diet or its predecessors, successors, past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, and assigns with respect to any matter arising from or related to this Agreement, including without limitation claims to attorneys’ fees or costs, fraud, breach of contract, harassment or discrimination based on sex, age, race, national origin, disability, or any other basis under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, or any other law relating to employment, breach of the covenant of good faith, and illness including death. Notwithstanding the foregoing, in the event any third party claim is brought against Carnivore.Diet, you agree to indemnify and hold harmless Carnivore.Diet from and against any and all expenses, damages, claims, suits, actions, judgments, and/or costs whatsoever, including attorneys’ fees, arising out of, or related to, any claim or action arising out of Carnivore.Diet’s business activities or this Agreement. The provisions of this section shall survive any termination or expiration of this Agreement.

15. Selection of Law and Jurisdiction. Any dispute arising from or relating to this Agreement will be governed by the laws of the state of Arizona, without regard to the conflict of laws provisions of that state, and by the United States of America, including the Federal Arbitration Act. Except for claims subject to arbitration, any dispute arising from or relating to this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Maricopa County, Arizona.

16. Severability. If any provision of this Agreement is found to be contrary to law or unenforceable, that finding will have no effect on the other provisions of this Agreement.

17. Entire Agreement. This Agreement sets forth the full agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous agreements or representations.

18. Modifications. No amendment or modification to this Agreement will bind Carnivore.Diet unless in a written instrument signed by a duly authorized representative of Carnivore.Diet. Emails and other electronic communications shall not count as written instruments for purposes of this provision.

19. Consent to Electronic Notices. You consent to the use of electronic means to complete this Agreement and to deliver any notices related to or necessary for the completion of this Agreement. You agree to the use of electronic records to store information related to this Agreement or your use of Carnivore.Diet. Notices provided to you will be valid if provided to you via the e-mail account you provide us when signing up for the Program, or if posted on the website. Notices to us will be valid only if provided via U.S. certified mail, return receipt requested, or via nationally or internationally recognized overnight courier to the following address, which may be modified without notice by Carnivore.Diet:

            Revero Inc
            3031 Steiner St. Unit2
            San Francisco, CA, 94123

20. No Waiver. The failure or delay of Carnivore.Diet to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way reflect Carnivore.Diet’s right to later enforce or exercise the same, unless Carnivore.Diet issues an express written waiver signed by a duly authorized representative of Carnivore.Diet.

21. Assignability. You may not assign this Agreement or any of the rights or obligations created by this Agreement without our prior written consent, signed by a duly authorized officer of Carnivore.Diet. Carnivore.Diet may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this provision will be void.

22. California Residents. The following disclosure is made pursuant to California Online Privacy Protection Act: When you use our services, other parties, such as Google, may collect personally identifiable information about your activities over time and across different websites or online services.