THIS AGREEMENT is made as of the date listed on this Agreement between the undersigned ("Coach")
and Tress Marketing Solutions, LLC (“TMS”) (collectively as the “Parties”).
WHEREAS, TMS owns and administers the FASTer Way to Fat Loss® (“FWTFL”);
WHEREAS, TMS owns all intellectual property rights, and the rights to license such rights, related to the
FWTFL (“TMS Intellectual Property”);
WHEREAS, TMS created a program to become a certified FWTFL Certified Coach (“FWTFL Coach
Certification Program”), which allows those who complete the certification process to become
coach affiliates for the FWTFL program (“FWTFL Coach Affiliate”);
WHEREAS, Coach would like to enroll in the FWTFL Coach Certification Program, upon completion of
which, Coach will become a FWTFL Coach Affiliate.
The Parties agree to the following:
1. FWTFL Coach Certification Program. Upon receipt of Coach’s FWTFL Coach Certification
Program Registration fee, Coach will receive access to the FWTFL Coach Certification Program.
Upon completion of the FWTFL Coach Certification Program, which includes the final test, Coach
will become eligible for the FWTFL Coach Affiliate Program, as described below. This Agreement
governs Coach’s use of any TMS Intellectual Property included in the FWTFL Coach Certification
Program (See Paragraph 13).
2. FWTFL Coach Affiliate Program. Coach will be eligible for the FWTFL Coach Affiliate
Program only upon completion of the FWTFL Coach Certification Program. This Agreement
governs Coach’s use of any TMS Intellectual Property included in the FWTFL Coach Certification
Program (See Paragraph 13).
As a FWTFL Coach Affiliate, Coach may begin hosting FWTFL Bootcamps, in alignment with the
instructions provided in the FWTFL Coach Certification Program, which includes hosting an
accountability group on Facebook. TMS will provide scripts for prompts to be used by the FWTFL Coach
Affiliate in the FWTFL Bootcamp Facebook groups.
FWTFL Coach Affiliate will receive an affiliate URL for consumers interested in purchasing the FWTFL.
All purchases must be made using Coach’s FWTFL Coach Affiliate URL to be eligible for Affiliate
Commissions, as defined below.
All enrollments in the FWTFL are priced at $199 for new clients. The program cannot be used in
giveaways or given as barters for promotion.
3. Affiliate Commission. TMS will process all FWTFL transactions through its web-based check
out platform. Coaches will receive 75% commission from all affiliate sales generated through
Coach’s FWTFL Coach Affiliate URL. TMS will pay valid commissions owed to Coach every
FWTFL Coach Affiliates will receive up to 75% commission on ancillary products (e.g., FWTFL branded
cookbook) of the FWTFL sold through Coach’s FWTFL Coach Affiliate URL.
Coach understands and agrees that all purchases Coach’s FWTFL Coach Affiliate URL to be
eligible for commission.
4. Premier Coach Status. Coaches will receive a bonus for any person they refer to the FWTFL
Coach Certification Program (“Referral Coach”) and the Referral Coach will be placed on Coach’s
team. To be considered a Referral Coach, the Referral Coach must participate in a FWTFL round
with Coach. If the Referral Coach refers 5 or more paying clients to the FWTFL Coach
Certification Program, they will become a “Premier Coach.” The Premier Coach will receive 10%
of the Referral Coach’s sales processed through TMS check out platform. There is no limit to the
number of Referral Coaches the Premier Coach can lead. 10% commission for each FWTFL sale
will go to the Premier Coach associated with each transaction.
In TMS’s sole discretion, Premier Coaches who recruit Referral Coaches who are later promoted to
Premier Coach will earn additional bonuses and non-cash incentives (e.g., trips, agency services).
This is at maximum a two-tier affiliate commission structure. TMS is not creating a multi-level
5. Cancellation Policy. If Coach’s FWTFL Coach Certification Program includes appointments, all
appointments must be cancelled within 48 hours of set date. If Coach needs to reschedule
appointment dates, payment made will be applied to a future course or service scheduled within 60
days of cancellation.
a. The term of this Agreement shall be from the date the Coach signs the Agreement and
pays the Program Registration Fee (as defined below) through August 31, 2019 (“Initial Term”). Upon
expiration of the Initial Term, the Program Registration Fee will automatically renew annually in one-
year terms unless terminated by either Party (the “Renewal Term”).
b. Auto-renewal of this Program Agreement shall be subject to termination at the election of
the Parties, by written notice, with a minimum thirty (30) day notice prior to the date of the auto-
renewal. If such notice is not received, the auto-renewal of the Renewal Term will be completed and
Coach will be subject to any fees due upon renewal.
7. Program Fees. Upon registration in the FWTFL Coach Certification Program, Coach shall pay a
payment of $2,995 USD (Tier 1) –or- $5,995 (Tier 2) as a Program Registration Fee to TMS for
the Initial Term. Prior to the start of each subsequent Renewal Term, Coach’s original payment
method will be automatically debited the annual $99 USD renewal fee (“Renewal Fee”).
Continuing as a FWTFL Coach Affiliate is dependent upon payment of the Renewal Fee.
TMS reserves the right to modify the Renewal Fee in its sole discretion. Upon modification of the
Renewal Fee, TMS will notify Coach and offer the right to reject any auto-renewals.
a. This Agreement may be terminated, postponed or delayed, in whole or in part, by the
Parties upon 7 days’ written notice to the other party.
b. Refunds are not available for the Program Registration Fee or RenewalFees.
c. If this Agreement is terminated, TMS will pay FWTFL Coach Affiliate Commissions
earned through the Termination Date.
d. Termination or expiration of this Agreement shall not extinguish either Parties’
obligations under this Agreement which by their terms continue after the date of termination or
e. Upon termination of this Agreement, Coach shall cease all use of the TMS Intellectual
9. Status. Coach is an independent contractor. TMS shall not be liable to Coach for expenses paid or
incurred by Coach, except for those fees that the Parties agree to in writing. Coach understands
that Coach is responsible to pay, according to law, Coach’s income and employment related taxes.
Neither Coach nor Coach’s agents or subcontractors shall be entitled to and waives any and all
claims to any employee benefits as a result of Coach’s relationship with TMS.
It is understood by the Parties that the relationship established by this Agreement is one of an independent
contractor serving as a FWTFL Coach Affiliate and not an employment relationship, joint venture,
partnership, or otherwise. Coach is not authorized to enter contracts or agreements or create obligations
on behalf of TMS to third parties unless otherwise indicated by TMS, inwriting.
10. Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any
third party any confidential information without prior written consent, except as may be necessary
to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by
court order. Confidential Information includes business methods, business policies, business
strategies, business plans, procedures, techniques, research, or any other relevant details relating to
or dealing with the business operations or activities of the Parties. Confidential information is not
limited to a specific medium and can be oral, written or physical in format. The confidentiality
obligations set forth in this Agreement shall survive 10 years after termination or expiration of the
11. Indemnification. TMS agrees to defend, indemnify and hold Coach, its affiliated companies and
its respective employees, officers, directors, trustees and agents harmless from and against any and
all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable
attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional
misconduct of TMS; or (ii) product liability or death, personal injury, or property damage arising
out of, or relating to, TMS’s products or services.
Coach agrees to defend, indemnify and hold TMS, its affiliated companies and its respective employees,
officers, directors, trustees and agents harmless from and against any and all losses, claims, suits, actions,
liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they
suffer as a result of this Agreement, other than those that arise as a result of TMS's negligence or
12. Disclaimer. TMS has made every effort to ensure that all business services have been tested for
accuracy. There is no guarantee that Coach will see positive results to its business using the
techniques and materials provided by TMS. TMS assumes no management responsibility for
Coach's decisions or for policies or practices that Coach implements.
Any statements related to income or earnings potential, regardless of medium, are examples of what may
be possible in the future. TMS makes no guarantees regarding results, present or future. TMS is not
responsible for Coach's earnings, income, sales, or any other business performance as a result of this
13. Ownership of Intellectual Property. FASTer Way to Fat Loss is a registered trademark of TMS.
Under this Agreement, TMS Intellectual Property refers to all intellectual property owned by TMS
related to FWTFL, such as trademarks, trade dress, and copyrighted materials.
As a FWTFL Coach Affiliate, TMS grants Coach a limited, non-exclusive right, license, and privilege to:
a. Display TMS Intellectual Property for purpose of promoting the FWTFL Coach Affiliate
Program and consumer enrolment in the FWTFL;
b. Display scripts provided as part of the FWTFL Coach Certification Program for
Bootcamps in Facebook groups;
c. Refer to Coach as a FWTFL Certified Coach.
Coach is expressly prohibited from:
a. Altering the TMS Intellectual property in any way. This includes the FWTFL logo,
typography, color scheme, and brand name, “FASTer Way to FatLoss.”
b. Creation of derivative works, incorporating in whole or in part, TMS Intellectual
Property. This includes, but is not limited to, creation of similar programs or
supplemental product lines (e.g., FWTFL cookbooks or PDF printables);
c. Using the TMS Intellectual Property in any way not explicitly stated in this Agreement.
d. Bundling non-FWTFL products in advertisements for FWTFL programs (e.g., offering a t-
shirt for anyone who signs up).
TMS reserves the right, in its sole discretion, to require Coach to modify inappropriate uses of the TMS
Intellectual Property. If such changes are not made, TMS reserves the right to terminate this Agreement
Any TMS Intellectual Property provided to Coach for use in the FWTFL Coach Certification Program, is
for Coach's individual use only, unless otherwise stated. Coach is not authorized to use or transfer any of
the TMS Intellectual Property. All TMS Intellectual Property remains the property of TMS. No license to
sell or distribute is granted or implied, other than the limited rights explicitly stated in this Agreement.
Coach is permitted to use the TMS Intellectual Property only while Coach’s certification is active.
At any time, if Coach fails to renew this Agreement or the Agreement is terminated, all licenses to
the TMS Intellectual Property will be immediately revoked.
14. Non-Compete. Coach agrees that Coach will not, at any time, during the Term, promote services
for a competitor that focuses on intermittent fasting or carb-cycling programs.
Coach agrees that Coach will not, at any time, during the Term and for a period of one (1) year create a
competing program related to intermittent fasting or carb-cycling.
15. Non-Solicitation. Coach agrees that during the term of this Agreement, and for one (1) year
following the termination of this Agreement, Coach shall not directly or indirectly solicit or
attempt to solicit any customers, TMS or FWTFL customers, or employees of TMS, other than on
behalf of TMS itself, without express written agreement from TMS
16. Non-Circumvention. Coach agrees that it will not directly or indirectly contact any TMS or
FWTFL customer regarding services of the type offered by TMS, such as intermittent fasting or
carb-cycling programs, or otherwise take any action to interfere with or otherwise circumvent
TMS’s business relationships or opportunities.
17. Testimonials. Coach may solicit a) before and after photos and b) testimonials from FWTFL
clients participating in Coach’s bootcamps. Coach is responsible for obtaining all necessary
permissions, including but not limited to, likeness and biographical information releases, from the
FWTFL client providing the information.
All Testimonials provided by FWTFL clients remain the property of FWTFL. These testimonials must
refer to FWTFL, not solely to Coach. In the event that this Agreement is terminated, Coach may not
continue to use the testimonials obtained from FWTFL clients who participated in Coach’s bootcamps.
Coach may not solicit new testimonials from FWTFL clients after the Term of this Agreement.
18. Coach Guidelines. Coach understands and agrees that Coach will abide by the following:
a. Brand Integrity and Style Guidelines;
b. the Policies and Best Practice Guide for Certified Coaches; and,
c. Coach FTC Guidelines.
These documents are available in the Coach Portal. TMS reserves the right to update these documents at
any time. It is Coach’s responsibility to periodically review and ensure that Coach is adhering to all
requirements outlined in these documents. TMS will notify all FWTFL coaches of changes to these
documents in the Coach Facebook Group.
Please note that the Coach Guidelines contain all permissible advertising that Coach may engage in to
19. Public Relations. Coach is prohibited from: speaking to media on behalf of FWTFL or TMS; or
responding to public relations matters, unless these activities are approved by a member of the TMS
20. Non-Disparagement. Coach agrees that during the Term or after the Term, that Coach will not
directly or indirectly make or publish any disparaging comments about: a) FWTFL; b) the FWTFL
Coach Certification Program; c) TMS; d) any FWTFL client; e) any other FWTFL coach; f)
Amanda Tress; or g) any other individuals associated with FWTFL which may not fall into other
21. Representation of Certification. Upon completion of the FWTFL Coach Certification Program,
Coach may refer to herself as a FWTFL Certified Coach. Coach may not claim any credentials that
are not accurate. For example, if Coach is not a certified personal trainer, Coach should not refer to
herself as a trainer.
22. Availability and Communication. As a Coach, you will work with participants in the FWTFL
program. It is TMS’s expectation that all inquiries from FWTFL clients in Coach’s bootcamps will
be responded to within 1 business day. At no time should Coach engage in public disagreements
with FWTFL clients.
23. Coach Facebook Group. All Coaches are required to be members of the FWTFL Coach
Facebook group. From time to time, if updates are made to the FWTFL program, TMS may post
updates within the Facebook Group. Coach understands and agrees that Coach must watch these
updates to ensure they are aware of all aspects of the updates and changes.
24. Limitation of Liability. Coach agrees that it has used TMS's services at its own risk. Coach
releases TMS from any and all claims of damages that may result from any claims arising from
this Agreement, all actions, causes of action, contract claims, suits, costs, demands, and damages
of whatever nature or kind in law or in equity arising from this Agreement. TMS assumes no
responsibility for errors or omissions in any written materials or correspondence to Coach.
EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT OR
ANY OTHER AGREEMENT BETWEEN THE PARTIES, UNDER NO CIRCUMSTANCES,
INCLUDING ANY BREACH OR ALLEGED BREACH OF THIS LICENSING AGREEMENT BY
EITHER PARTY OR ANY OTHER PERSON AND THE FAILURE OF THE ESSENTIAL PURPOSE
OF ANY REMEDY SHALL A PARTY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS,
MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS,
AND/OR REPRESENTATIVES HAVE ANY LIABILITY OR OBLIGATION TO THE OTHER PARTY
OR TO ANY OF THE OTHER PARTY’S OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS,
MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND/OR
REPRESENTATIVES FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, ANY LOST
PROFITS, ANTICIPATED INCOME OR PROFITS OR OTHER SIMILAR DAMAGES, ANY
SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES OTHER THAN, OR IN
A D D I T I O N TO , A C T U A L D A M A G E S A N D / O R O T H E R D I R E C T D A M A G E S .
NOTWITHSTANDING THE FOREGOING OR ANY CONTRARY PROVISION OF THIS
AGREEMENT, NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT ANY PARTY’S
INDEMNITY OBLIGATIONS FOR THIRD-PARTY ACTIONS, CLAIMS, OR PROCEEDINGS.
25. Insurance. Because the FWTFL involves health, wellness, and fitness, it is recommended that the
Coach review their insurance policies with an insurance provider and/or attorney. Please note that
since TMS is not an insurance agency, broker, or licensed to provide any insurance services, TMS
cannot offer any advice or guidance relating to any insurance policies offered. Please carefully
review your insurance policy to fully understand all terms, conditions, exclusions and limitations
prior to obtaining coverage. TMS will not be responsible for any claims or loss arising out of the
insurance products offered, including any revocation or cancellation of any policy, or denial of any
26. Injunctive Relief. Coach acknowledges that monetary relief would not be an adequate remedy
for a breach or threatened breach by Coach of the provisions of this Agreement and that TMS shall
be entitled to the enforcement of this Agreement by injunction, specific performance, or other
equitable relief, without prejudice to any other rights and remedies that TMS may have.
27. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of
Florida without regard to its conflict of laws doctrine, and applicable federal laws of the United
States of America.
28. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, or
subcontracted to any third party, in whole or in part, by Coach without the express written consent
of TMS, which may be withheld in TMS’s sole discretion.
29. Notice. Except as otherwise provided herein, all notices that either party is required or may desire
to give the other party shall be in writing to the addresses provided in the signature block.
Electronic mail is permissible, but will only be considered sufficient notice if the non-sending
party affirmatively confirms receipt.
a. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid
(in whole or in part for any reason), the remainder of this Agreement shall remain in full force and
effect without being impaired or invalidated in any way.
b. Any rights or obligations contained herein that by their nature should survive termination
of the Agreement shall survive, including, but not limited to representations, warranties, intellectual
property rights, indemnity obligations, and confidentiality obligations.
c. Any failure of either party to enforce any provision of this Agreement, or any right or
remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation
of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.
d. The Agreement may be executed in several counterparts, all of which taken together will
constitute one single agreement between the Parties. The parties expressly agree that with respect to
this Agreement, a facsimile or electronic signature or executed document which has been formatted as
a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.
e. This Agreement, along with all exhibits, represents a single agreement, as well as the
entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement
between the parties, whether written or oral, with respect to the subject matter, and may be modified or
amended only by a writing signed by the party to be charged.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year
identified with the electronic acceptance.
By checking in the box within the cart checkout you agreed to the terms of this document.
Amanda Tress, CEO
Tress Marketing Solutions, LLC
PO Box 212, Indian Rocks Beach, FL33785