LIGHT LEADER® CERTIFICATION PROGRAM CLIENT AGREEMENT

Below is a sample copy of The Light Leader® Certification Program Agreement you signed upon enrolling into the program.

 

This Light Leader Coach Certification Program Participation Agreement (this “Agreement”), dated and effective as of the latest signature below (the “Effective Date”), is made between Light Leader Collective, Inc., a New York corporation (“Light Leader”), and the individual listed below (“Participant”). The Program Summary below and the Enrollment Terms and Conditions attached hereto together form the Agreement. In the event of a conflict between the Program Summary and the Enrollment Terms and Conditions, the Program Summary shall control.

 

PROGRAM SUMMARY

 

PROGRAM

Program Description

The Light Leader Coach Certification Program consists of the following:

  • Six (6) online modules hosted through Thinkific, each which may consist of video content, written guide and/or workbook provided electronically (e.g., PDF), recorded energy healings, and/or recorded Kundalini Kriya and meditation sessions;
  • Twelve (12) pre-scheduled ninety (90)-minute group curriculum teleconferences hosted twice monthly through Zoom with Brianna Rose, with recordings made available within one (1) business day thereafter;
  • Twenty-four (24) pre-scheduled sixty (30)-minute group ‘study hall’ teleconferences hosted each week through Zoom with a ‘Light Leader’ Assistant Teacher, with recordings made available within one (1) business day thereafter; 
  • Twenty-four (24) (60)-minute peer group coaching teleconferences hosted each week through Zoom with chosen peer group;
  • Six (6) homework assignments which are given monthly
  • Twelve (12) curriculum quizzes which are administered after each curriculum teleconferences 
  • Access to/membership in a private Facebook group for group discussion; and
  • A three (3)-day graduation retreat (attendance optional), which includes Participant’s accommodations in a single-occupancy guest room and food and beverage (but not airfare or ground transportation to and from the retreat).

Graduation from the Program is at Light Leader’s sole discretion based upon primarily Participant’s full attendance in Program activities and assignments and successful completion of [_10__] hours of hands-on training.

Benefits to Certification

If Light Leader determines that Participant meets the standards and tests for competency for the Light Leader curriculum and methodology, Light Leader will certify Participant as a “Certified Light Leader Coach” for such time as Participant maintains the certification in accordance with the Enrollment Terms and Conditions, which afford Participant the following privileges:

  • Right to use the designation “Certified Light Leader Coach” in accordance with the certification mark license contained in the Enrollment Terms and Conditions;
  • Inclusion in and access to a referral database of Certified Light Leader Coaches;
  • Access to curriculum materials updated from time to time by Light Leader; and
  • Consideration by Light Leader for an investment in Participant’s company, subject to due diligence and separate good faith negotiations between Light Leader and Participant.

Certification is subject to renewal in accordance with the Enrollment Terms and Conditions.

Program Start Date

August 10th, 2020

Program End Date

February 5th, 2020

Initial Certification Period

One (1) year from the date Participant is certified by Light Leader

PAYMENT

Enrollment Fee

$5,000 standard fee

Payment Schedule

Payable in full upon signature 

$11,982 payable upon signature with balance paid in 6 monthly installments of $1,997 each beginning with the execution of this agreement

Certification Renewal Fee

$997 per year, due within thirty (30) days of renewal


ENROLLMENT TERMS AND CONDITIONS

 

These Enrollment Terms and Conditions and the Program Summary attached hereto form the Agreement. Capitalized terms used but not otherwise defined below shall have the meanings set forth in the Program Summary. Light Leader and Participant, who for purposes of Sections 3, 4(b), (d), (f), and (g), 5, 7, 9, 10, 11(b), and 12-15 hereof may be referred to as “Certified Coach” (as defined below), may be referred to collectively as the “Parties,” and each individually as a “Party.”


  1. Program Participation. By signing the Program Summary, Participant agrees to enroll and participate, and Light Leader agrees to accept Participant’s enrollment and participation, in the Program selected in the Program Summary, which is scheduled to begin on the Start Date and conclude on the End Date; provided, however, Light Leader may modify or delay the Start Date and/or End Date for any reason in its sole discretion with prior notice to Participant.

 

  1. Enrollment Fee. In exchange for enrollment in the Program, Participant shall pay Light Leader the Enrollment Fee set forth in the Program Summary in full immediately upon execution of this Agreement. The Enrollment Fee is not refundable. If any Enrollment Fee payment or any other sums due from Participant hereunder are not received by Light Leader in full and when due, Participant shall pay Light Leader a late charge equal to ten percent (10%) of such overdue amount, which will accrue weekly until the outstanding balance (including late fees) is paid. If Participant’s outstanding balance remains past due for more than fifteen (15) days, Light Leader will suspend Participant from the Program and, at its discretion, reinstate Participant only upon full and complete payment of the outstanding balance (including late fees). Participant is responsible for full and complete payment of the Enrollment Fee, regardless of whether Participant attends or completes any or all of the Program, or Participant’s access to the Program is suspended or terminated.

 

  1. Certification. Upon satisfactory completion of the Program, as determined by Light Leader in its sole and absolute discretion, Light Leader will certify that Participant (thereafter, “Certified Coach”) meets Light Leader’s standards and tests for competency for the Light Leader curriculum and methodology as set by Light Leader (the “Certification”).

 

    1. Certification Period. If and when granted by Light Leader, the Certification shall be for the Initial Certification Period set forth in the Program Summary and renewable annually for additional one (1)-year periods unless earlier terminated in accordance with Section 10 hereof (collectively, the “Certification Period”), subject to Certified Coach’s (i) continuing education or refresher courses as and when provided by Light Leader, (ii) satisfactory competency or performance evaluation as and when determined by Light Leader in its sole discretion, and (iii) payment of the Certification Renewal Fee set forth in the Program Summary in full upon approval for renewal. The Certification is granted by Light Leader and held by Certified Coach at Light Leader’s sole discretion and Participant or Certified Coach (as the case may be) shall have no recourse against Light Leader for its failure to grant, continue, or renew the Certification.

 

    1. Certification Mark. During the Certification Period, Certified Coach shall have the right to identify themselves as a “Certified Light Leader Coach” (the “Certification Mark”), which Certified Coach acknowledges and agrees is a certification mark protected under Section 4 of the Lanham Act, 15 U.S.C. § 1054, as amended, and applicable state and common law, that certifies the authorized user thereof, including Certified Coach, meets the Certification standards and tests for competency set by Light Leader. Light Leader grants to Certified Coach during the Certification Period a nonexclusive, royalty-free, fully-paid, non-transferable, non-sublicenseable, revocable right and license throughout the world to use, reproduce, and display the Certification Mark in connection with marketing, advertising, and providing direct instruction, coaching, or related services (collectively, “Certified Coach’s Services”) to their own actual or prospective students, program participants, clients, or consumers (collectively, “Clients”). Certified Coach understands its use of the Certification Mark is not a certification, endorsement, or guarantee to any Clients by Light Leader of the quality of Certified Coach’s Services. Except for the limited license granted under this Section 3(b), Light Leader reserves to itself all right, title, and interest in and to the Certification Mark, including, without limitation, the sole discretion and control over the design, design, modification, change, enhancement, improvement, authorized or unauthorized use, manner and degree of application, manner and extent of registration, maintenance, protection, enforcement, ownership, licensing, use, and termination of the Certification Mark, and Light Leader’s processes for granting Certification.

 

    1. Specific Usage Restrictions. Certified Coach shall not do any of the following in connection with its use of the Certification Mark: (i) modify, enhance, or change the Certification Mark or combine it with any other mark, or use, adopt, exploit, or register any word, term, name, or symbol (or combination thereof) identical or confusingly similar to, or a colorable imitation or dilutive of, the Certification Mark, (ii) omit portions or use a partial version of the Certification Mark, (iii) use the Certification Mark or any portion thereof as an Internet domain name (or subdomain name) or the name of any mobile application, copyrightable work, Certified Coach’s Services, or company, (iv) state, imply, or represent that Light Leader certifies, endorses, or guarantees any aspect or quality of Certified Coach’s Services, and (v) use the Certification Mark in any manner (A) that is likely to reduce, diminish, or damage the goodwill, value, or reputation associated with Light Leader or the Certification Mark, (B) that violates the rights of any third party, (C) that would result in any third-party claim or in any governmental investigation, claim, or proceeding alleging unlawful or improper use of the Certification Mark, (D) with any products or services other than Certified Coach’s Services and associated promotional materials, or (E) other than as a certification mark under applicable law. Nothing in this Agreement gives Participant or Certified Coach the right to use the mark “Light Leader” apart from the Certification Mark.

 

  1. Program Content and Delivery.

 

    1. License to Certification Program Materials. Light Leader grants to Participant a nonexclusive, royalty-free, fully-paid, non-transferable, non-sublicenseable, revocable right and license throughout the world to access and use the Program and all content, information, services, text, photographs, video, audio, graphics, and other materials provided in connection with the Program curriculum (collectively, “Certification Materials”) solely as necessary for Participant’s full and complete participation in the Program and in no event for Participant’s reproduction, distribution, resale, modification, public performance or display, or creation of derivative or transformative works, whether for personal or commercial use or otherwise.

 

    1. License to Light Leader Curriculum. Light Leader grants to Certified Coach during the Certification Period a nonexclusive, royalty-free, fully-paid, non-transferable, non-sublicenseable (except to its Clients), revocable right and license throughout the world to access, use, reproduce, publicly perform, display, transmit, and distribute all content, information, services, text, photographs, video, audio, graphics, and other materials provided in connection with the Light Leader curriculum and methodology (collectively, “Curriculum Materials”) solely as necessary to provide Certified Coach’s Services to its Clients and in no event for Certified Coach’s resale, modification, or creation of derivative or transformative works, whether for personal or commercial use or otherwise.

 

    1. Reservation of Rights. Light Leader shall be considered the sole author and, at all stages of completion, the sole and exclusive owner of all Certification Materials and Curriculum Materials, including all derivative and transformative works thereof, and all right, title, and interest therein, including, without limitation, all copyrights, neighboring rights, trademarks, patents, and any and all other ownership and exploitation rights with respect thereto, including, without limitation, all derivative, subsidiary, or allied rights, now or hereafter recognized in any and all territories and jurisdictions (collectively, “Intellectual Property Rights”).

 

    1. Third Party Content. Certification Materials and/or Curriculum Materials may include third-party content, information, services, text, photographs, video, audio, graphics, or other materials or links to third-party websites, products, or services that are not owned or controlled by Light Leader (collectively, “Third-Party Content”). Light Leader does not endorse any Third-Party Content and shall not be liable or responsible for any Third-Party Content incorporated into the Certification Materials or Curriculum Materials. Participant or Certified Coach (as the case may be) assumes sole responsibility for, and risk associated with, the use and/or access of or interaction with Third-Party Content, and shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Third-Party Content accessed through Certification Materials or Curriculum Materials.

 

    1. Interactive Forums. Light Leader may utilize interactive videoconferencing and/or social networking forums or tools to facilitate the Program, disseminate Certification Materials or Curriculum Materials, and/or promote discussions among Program participants (“Interactive Forums”). Light Leader does not endorse any Interactive Forum and shall not be liable or responsible for any Interactive Forum used to deliver the Program. Participant shall assume the sole responsibility for, and risk associated with, the use and/or access of or interaction with Interactive Forums. Participant shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Interactive Forums used to deliver the Program. Participant acknowledges and agrees that it may be publicly identified in connection with posting, transmitting, or otherwise communicating information and materials in Interactive Forums, which may be publicly available to other Program participants and, therefore, not confidential. Light Leader is not responsible for the action of any Program participants with respect to information and materials posted, transmitted, or otherwise communicated in Interactive Forums. Light Leader does not have any obligation to actively monitor or police interactions between Program participants and Participant hereby disclaims and holds Light Leader harmless from and against any and all liability resulting from Participant’s interaction with, or conduct towards, any other Program participant, including, without limitation, the use and disclosure of purported confidential information posted, transmitted, or communicated in Interactive Forums.

 

    1. Disclaimer of Warranties and Obligations. Light Leader makes no representation, warranty, or guarantee to Participant or Certified Coach (as the case may be) or to any of Certified Coach’s Clients as to the reliability, timeliness, quality, suitability, availability, or completeness of the Program, Certification Materials or Curriculum Materials (including Third-Party Content), or Interactive Forums, and any information, opinions, advice, and recommendations contained therein, all of which are provided to Participant or Certified Coach (as the case may be) on an “as is” basis and for general information and educational purposes only. Neither Participant nor Certified Coach should not rely on any of the foregoing as a substitute for, nor does it replace, professional legal, tax, accounting, or financial advice or medical or health and wellness advice, diagnosis, treatment, or training by a qualified healthcare provider or institution, and is each further advised to consult an appropriately trained and qualified specialist, such as a lawyer, accountant, tax or financial planner, physician, psychologist, therapist, dietitian, nutritionist, or other licensed health professional to address specific concerns for which Participant or Certified Coach requires professional or medical advice or training. Certified Coach must communicate to its Clients the foregoing or substantially disclaimer with respect to its use of the Curriculum Materials. Light Leader expressly disclaims all warranties of any kind, whether express or, implied including, without limitation, the implied warranties of merchantability or fitness for any particular purpose, warranties of non-infringement of third-party rights, warranties of performance, and any warranty that might otherwise arise from course of dealing or usage of trade, and makes no warranty regarding any future revenues or cash flows, results of business operations, or future financial condition of Participant, Certified Coach, any Clients, or their respective businesses. The use of any information or materials provided through the Program is at the sole risk of Participant or Certified Coach (as the case may be).

 

    1. Improvements and Feedback. From time to time, Participant or Certified Coach may contribute or suggest ideas, modifications, enhancements, content refinements, technologies, content offerings, promotions, strategies, or product/feature names for the Program, Certification Materials or Curriculum Materials, or Light Leader’s other services or materials related thereto (collectively, “Improvements”). To the fullest extent allowable by applicable law and for the full term of protection accorded thereunder (including any and all renewals, extensions, and revivals thereof), Participant or Certified Coach (as the case may be) hereby assigns and transfers to Light Leader immediately upon conception all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to such Improvements, at all stages of completion, all of which shall be owned solely and exclusively by Light Leader, without attribution of any kind to Participant or Certified Coach and to the fullest extent allowable by applicable law, irrevocably waives its so-called “moral rights” or “droit moral” to any and all Improvements.

 

  1. Additional Rules and Guidelines. While participating in the Program and during the Certification Period, Participant and Certified Coach (as the case may be) shall: (i) be respectful of other Program participants and Light Leader personnel and guests, (ii) not restrict or inhibit any other Program participant from using and enjoying the Program, Interactive Forums, its Certification, or the Certification Mark or Light Leader from delivering the Program or other Program participants who have received Certification from delivering their respective direct instruction, coaching, or related services, (iii) not defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of Light Leader or any other Program participant, or use information learned from the Program or information and materials posted, transmitted, or otherwise communicated in Interactive Forums to otherwise defame, abuse, harass, stalk, threaten, intimidate, or mislead, or otherwise violate the legal rights of Light Leader or any other Program participant, within or outside the Program, (iv) not post, transmit, or communicate information or materials in  any Interactive Forum, or otherwise utilize any Interactive Forum to communicate or distribute information, that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful, (v) not use the Program or any Interactive Forum for any purpose in violation of applicable law, (vi) except to the extent permitted by Light Leader, not advertise or offer to sell any goods or services for any commercial purpose through the Program or otherwise post, transmit, or communicate commercial advertisements, affiliate links, and other forms of solicitation in any Interactive Forum, (vii) not impersonate another Program participant or knowingly allow any other person or entity to utilize the Program under Participant’s name, (viii) not state, imply, or represent that any of Participant’s statements are endorsed by Light Leader or any other Program participant without the prior written consent thereof, (ix) not enroll or participate in the Program or use the Certification Materials, Curriculum Materials, any Interactive Forum, or the Certification Mark (as permitted) in a manner which is false or misleading (directly or by omission) or for the purpose of accessing or otherwise obtaining confidential or trade secret information of Light Leader or any other Program participant for public disclosure or any other purposes, and (x) not to cause or induce any third party to engage in the restricted activities contained herein.

 

  • Name and Likeness; Publicity. Participant acknowledges and agrees Light Leader may photograph and create audio-only or audiovisual recordings of Program sessions, workshops, events, retreats, and other activities (collectively, “Recordings”) at any time, and Participant irrevocably authorizes, grants, and licenses Light Leader the rights to record, photograph, digitize, use, reproduce, modify, publicly perform and display, distribute, broadcast, exhibit, adapt, create derivate works from, exploit and otherwise commercialize Participant’s name, image, likeness, appearance, voice, professional and personal biographical information and any trademarks, service marks, logos, designs, and insignia of any of Participant’s present and future businesses, including, without limitation, Certified Coach’s Services, and all materials created by or on behalf of Light Leader that incorporate any of the foregoing, solely as incorporated into the Recording and solely for the purposes of the operation, advertisement, publicity, promotion, exhibition, and other exploitation of the Program and Light Leader’s other products and services, in perpetuity, in any and all media and by any means now known or hereafter created, without further consent from or royalty or other compensation to Participant. Light Leader shall exclusively own all Intellectual Property Rights in and to all Recordings and does not grant Participant any right or license to use the Recordings except as incorporated into Certification Materials or Curriculum Materials and, in all such cases, solely in accordance with the license therefor. To the fullest extent permitted by law, Participant, for itself and on behalf of its present and future businesses (if any), releases Light Leader from any claim of any kind or nature whatsoever arising from the use of the Recordings, including, without limitation, those based upon defamation (including libel and slander), invasion of privacy, right of publicity, copyright, trademark, or any other personal and/or property rights, and agrees the sole remedy for a breach of this Section 6 by Light Leader is an action at law for money damages without any right to enjoin, restrain, or otherwise interfere with the exploitation of the Recordings or the Program or its operation, advertising, or publicity. Light Leader shall have no obligation to use, distribute, or exhibit any Recordings. Participant will not issue any press release or make any other public statement or announcement regarding Light Leader or the Program without the prior written consent of Light Leader.

 

  1. Investment Consideration. During the Certification Period, Light Leader will provide Certified Coach with an opportunity, at Certified Coach’s option, to present a business plan, investor pitch deck, prospectus, or similar materials for consideration by Light Leader for an investment into a business entity owned or controlled by Certified Coach for providing Certified Coach’s Services or other brand-aligned services. The investment opportunity shall be subject to (i) Light Leader’s due diligence and (ii) contract negotiations between Certified Coach and Light Leader, for which Certified Coach will be strongly advised to obtain its own independent legal counsel at its sole cost and expense. For the avoidance of doubt, nothing contained in this Agreement shall be deemed a commitment by Light Leader to invest in or contribute capital towards any business entity.

 

  1. Confidentiality. For purposes hereof, “Confidential Information” means any non-public or proprietary information or material of a Party or its Representatives (defined below) (collectively, the “Disclosing Party”) that is disclosed to, received by, or obtained from any source and in any form by the other Party or its Representatives (collectively, the “Receiving Party”) as a result of Participant’s enrollment and participation in the Program, including, without limitation, business and financial information; technology, practices, operations, and methods of conducting business; information technology systems and operations; published and unpublished know-how, whether patented or unpatented; information concerning the identities of the Disclosing Party’s present or prospective business partners and customers; marketing strategies; research projects or developments; products and proprietary information, methodologies, and related information (including Certification Materials and Curriculum Materials); and future plans relating to any aspect of the Disclosing Party’s present or anticipated businesses, including, without limitation, all notes, memoranda, summaries, analyses, compilations, and other writings relating thereto prepared by the Disclosing Party that use, contain, or incorporate any such information or data, including all copies, electronic or otherwise, and reproductions thereof obtained from any source by the Receiving Party, where such materials are marked as confidential or should have, by their nature, reasonably have been known to be confidential. Confidential Information does not include information that (i) is or becomes public knowledge through no breach of this Agreement by the Receiving Party, (ii) is received by the Receiving Party from a third party not under a duty of confidence to the Disclosing Party, or (iii) is already known or is independently developed by the Receiving Party without use of Confidential Information. A Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use Confidential Information for its own purposes (except as expressly permitted by, or required to achieve the purposes of, this Agreement). Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, disclosure of Confidential Information is permitted to the extent required (i) by Light Leader to its employees, consultants, contractors, counsel, and agents who have a need to know in connection with this Agreement and who are bound by the terms hereof or terms substantially similar hereto or (ii) by operation of law, or by order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under this Agreement; provided, however, the Receiving Party will, unless legally prohibited, provide the Disclosing Party with reasonable prior written notice sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure. The Receiving Party shall promptly return all Confidential Information, together with all copies or any other form of reproduction thereof, to the Disclosing Party at its request and shall notify the Disclosing Party immediately upon discovery of any unauthorized disclosure or use of its Confidential Information and shall cooperate in every reasonable manner at the Disclosing Party’s sole cost and expense to help regain possession of the Confidential Information and prevent its further unauthorized disclosure or use.

 

  1. Non-Disparagement. Neither Participant nor Certified Coach shall, directly or indirectly, make or publish any statement, comment, or other communication, written or otherwise, that could constitute disparagement of, or that could otherwise reasonably be considered derogatory or detrimental to, or encourage any adverse action against, Light Leader or any of its personnel, products, or services, including the Program.

 

  1. Term; Termination. This Agreement shall commence on the Effective Date and shall continue until the earlier of (i) the End Date or, if Participant receives Certification, then the end of the Certification Period or (ii) termination by either Party for any reason or no reason upon written notice to the other Party. Immediately upon termination or expiration hereof, the licenses granted under Sections 3(b), 4(a), and 4(b) shall immediately terminate. All provisions hereof which by their nature should survive termination or expiration, including, without limitation, those relating to payment obligations, confidentiality and non-disparagement, and the ownership and reservation of Intellectual Property Rights, shall continue in full force and effect expiration or termination of this Agreement.

 

  1. Representations and Warranties.

 

    1. By Light Leader. Light Leader represents and warrants (i) it has full right, power, and authority to enter into this Agreement and to provide the Program and (ii) it will comply with all applicable laws in the performance of its obligations hereunder.

 

    1. By Participant/Certified Coach. Participant and Certified Coach represent and warrant (i) it has full right, power, and authority to enter into this Agreement and to enroll and participate in the Program, (ii) it will comply with all applicable laws in the performance of its obligations hereunder and participate in the Program according to the terms and conditions contained herein, and (iii) the rights, including, without limitation, Intellectual Property Rights, granted hereunder will not conflict with or violate any commitment, agreement, or understanding with respect to the rights of any other person or entity or require approvals from any other party and that such grant will not otherwise subject Light Leader to liability.

 

  1. Indemnification. Participant and Certified Coach (as the case may be, the “Indemnifying Party”) shall indemnify, defend, and hold harmless Light Leader and its parent, subsidiary, and affiliate companies and each of their former, present, and future officers, directors, shareholders, mangers, members, employees, contractors, agents, licensees, successors, and assigns (collectively, “Representatives,” and together with Light Leader, the “Indemnified Parties”) from and against any and all liabilities, claims, suits, actions, causes of action, damages, costs, reasonable settlements, and expenses (including, without limitation, attorneys’ fees and court costs) brought by a third party (each, a “Claim”) brought by a third party, including, without limitation, any Client, to the extent arising out of or attributable to any of the following acts or omissions, whether negligent, reckless, willful, or intentional, of the Indemnifying Party or its respective Representatives or any parties acting by, through, or under any of them: (i) material breach or allegation which, if true, would constitute a material breach, of the Indemnifying Party’s representations, warranties, covenants, or other obligations hereunder, (ii) misuse of the Certification Mark, (iii) bodily injury, death of any person, or damage to real or personal property, or (iv) failure to comply with applicable federal, state, or local law or regulation. Each Indemnified Party shall (i) promptly notify Indemnifying Party in writing of any Claim (a delay in such notice shall not relieve Indemnifying Party of its obligations hereunder except to the extent such delay prejudices the defense of such Claim) and give Indemnifying Party the opportunity to defend or settle the Claim at Indemnifying Party’s sole cost and expense and (ii) cooperate with Indemnifying Party, at Indemnifying Party’s sole cost and expense, in defending or settling the Claim. Indemnifying Party shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the applicable Indemnified Party to defend any such Claim asserted against such Indemnified Party. Indemnifying Party may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent. An Indemnified Party shall have the right to participate in the defense of any Claim at its sole cost and expense.

 

  1. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, (i) NEITHER PARTY NOR ITS REPRESENTATIVES WILL BE LIABLE TO THE OTHER PARTY OR ITS REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, AND (ii) IN NO EVENT, WILL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE ENROLLMENT FEE PAID BY PARTICIPANT AND CERTIFICATION RENEWAL FEE(S), IF ANY, PAID BY CERTIFIED COACH HEREUNDER. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT OR NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

 

  • Insurance. During the Certification Period, Certified Coach shall maintain the following insurance coverage with duly-licensed insurance carriers: (i) Commercial General Liability insurance with minimum coverage limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate, (ii) Professional Liability Errors and Omissions insurance with minimum coverage limits of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate, (iii) Workers’ Compensation insurance compliant with all statutory requirements and Employer’s Liability insurance with minimum coverage limits of One Million Dollars ($1,000,000), and (iv) Excess or Umbrella Liability insurance with minimum coverage limits of Five Million Dollars ($5,000,000) affording excess coverage over the coverage limits set forth herein. All such policies (to the extent applicable) shall name Light Leader as an additional insured. Within five (5) days of Certification, Certified Coach will provide Light Leader with certificates of insurance coverage, and provide that such coverage will not be canceled or the subject of a material adverse amendment without at least thirty (30) days prior written notice to Light Leader. Upon any cancellation and/or material adverse amendment of any insurance policy set forth herein, and prior to the effective date thereof, Certified Coach will deliver evidence of replacement insurance to Light Leader. Failure to provide Light Leader with a certificate of insurance will constitute a material breach hereof. All insurance will be primary and will not require contribution from any coverage maintained by Light Leader and will not contain, without Light Leader’s prior written consent, any special or non-customary exclusions.

 

  • Force Majeure. Light Leader shall not be liable or responsible to Participant or Certified Coach, nor deemed in breach of this Agreement, for any failure or delay in its provision of the Program or other performance hereunder due to acts or circumstances beyond Light Leader’s reasonable control, including, without limitation, as a result of an act of God; earthquake, storm, flood, or other natural disaster; epidemic or pandemic; riot, civil unrest, military action, or terrorism; the exercise of emergency powers by any governmental authority; damage to or destruction of premises or equipment; failure of facilities, equipment, or software; deliberate sabotage or malicious damage to equipment or data; or industrial action, strikes, or lock-outs by employees of third parties (each, a “Force Majeure Event”). Light Leader shall notify Participant or Certified Coach (as the case may be) within five (5) days of it suffering a Force Majeure Event and use diligent efforts to end the failure or delay and minimize the effects of the Force Majeure Event.

 

  1. Relationship of Parties. This Agreement does not constitute an employment, agency, partnership, franchise, or joint venture relationship between the Parties or any of their Representatives. Neither Party is a representative the other and neither Party shall hold itself out as such publicly or to any third party or incur any liability for the other Party.

 

  1. Notices. Notices between the Parties shall be in writing and delivered in person or by certified mail (return receipt requested, postage prepaid), courier service (e.g., FedEx), or email to the following addresses, deemed delivered on receipt: if to Light Leader, to the attention of Brianna Rose at 248 Route 25A, Suite 1004, East Setauket, NY 11733 or [email protected], with a copy to Joshua M Greenberg, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at 41 Madison Avenue, 38th Floor, New York, NY 10010, [email protected], and, if to Participant, at its address set forth in Program Summary, or as subsequently designated by each Party.

 

  1. Governing Law. This Agreement and all matters arising out of this Agreement shall be governed by the laws of the New York without regard to conflict of laws rules.

 

  1. Dispute Resolution. If any dispute between the Parties cannot first be resolved by good-faith negotiation, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved through confidential binding arbitration administered by a single arbitrator appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules based on the submission of documents without any in-person or oral hearing. Judgment on the award rendered by the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction, including, without limitation, the state or federal courts located in Suffolk County, New York, and the Parties waive all jurisdictional, venue, and inconvenient forum objections thereto. The prevailing Party shall be entitled to an award of reasonable attorneys’ fees. 

 

  1. Remedies. Each Party acknowledges that any breach of Sections 3(b), 3(c), 4(a), 4(b), 6, 8, and 9 of this Agreement will cause the non-breaching Party irreparable damage for which monetary damages would be an inadequate remedy. Consequently, notwithstanding Section 19 of this Agreement, in the event of any breach or threatened breach thereof, the non-breaching Party may seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such Party may be entitled. All remedies, whether at law, in equity, or pursuant to this Agreement (including pursuant to both Sections 19 or 20 hereof), shall be cumulative.

 

  1. Assignment; Binding Effect. A Party may not assign, subcontract, or transfer its rights and obligations without the prior written consent of the other Party; provided, however, Participant’s consent will not be required for Light Leader to assign is rights and obligations to (a) a third party that controls, is controlled by, or is under common control with such Party or (b) a third party in connection with a merger, acquisition, or consolidation by or with Light Leader or a sale or transfer of all or substantially all of Light Leader’s businesses and assets. Any purported transfer or assignment in violation hereof will be void and will have no effect. This Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted assigns and transferees.

 

  1. Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, documents, agreements, and prior course of dealing, oral or written, between the Parties with respect thereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

 

  1. Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving Party. Either Party’s failure to enforce or delay in exercising any of its rights or remedies under this Agreement at any time for any period shall not be construed as a waiver of such rights or remedies, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

 

  1. Execution. This Agreement may be executed by manual or verified electronic signature, in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.


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