THIS SOMA BREATH INSTRUCTOR / TRANSFORMATIONAL COACH LIMITED LICENSE AGREEMENT (the “Agreement”) is made and entered into by and between SOMA Breath, Inc., a Delaware corporation located at 1013 Centre Road, Suite 403-B, Wilmington, DE 19805, USA (“SOMA Breath^®”), and Next (“Instructor / Coach”).  This Agreement is effective as of the date that the SOMA Breath^® Instructor or Transformational Coach “Instructor/Coach” first registers for any SOMA Breath^® Instructor, Advanced Instructor, Master Instructor or Transformational Coach training courses.  SOMA Breath^® and Instructor/Coach are hereinafter sometimes referred to singularly as a “Party” and collectively as the “Parties.”

            WHEREAS, SOMA Breath^® created and/or owns the SOMA Breath IP (as that term is defined below) and has the exclusive right to license others to reproduce, distribute, perform, display, modify, sublicence, sell, or otherwise use the SOMA Breath IP;

            WHEREAS, SOMA Breath^® provides training and instruction to individuals seeking to become certified instructors and/or transformational coaches of classes and workshops using SOMA Breath techniques and SOMA Breath IP; and

            WHEREAS, Instructor/coach has enrolled in an official SOMA Breath^® instructor/coach training program and desires to make use of the SOMA Breath IP upon certification as a SOMA Breath^® Instructor/ Transformational Coach;

            NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements set forth herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1. 1. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the following meanings:

   1. 1.1. “SOMA Breath Content” means certain original literary, dramatic, musical, artistic, and other works within the meaning of the U.S. Copyright Act and the Berne Convention provided to Instructor/Coach by SOMA Breath, including without limitation SOMA Breath audio files, videos, images, scripts, presentations, advertising materials, and other content in written and electronic form. SOMA Breath’s copyrights in the SOMA Breath Content are valid, subsisting, and in full force and effect.

   2. 1.2. “SOMA Breath Marks” means certain word trademarks and/or service marks owned by SOMA Breath, including without limitation SOMA Breath®, as well as certain trademarked logos, such logos being provided through Instructor/Coach’s BIG online account.

   3. 1.3. “SOMA Breath Specialty Marks” means certain specialty word trademarks and/or service marks owned by SOMA Breath, including but not limited to SOMA Breath® Instructor, SOMA Breath® Advanced Instructor,  SOMA Breath® Master Instructor, SOMA Breath® Transformational Coach, and SOMA Breath® Master Transformational Coach, as well as certain specialty trademarked logos, such logos being provided through Instructor/Coach’s BIG online account.

   4. 1.4. “Marks” means the SOMA Breath Marks and SOMA Breath Specialty Marks.

   5. 1.5. “BIG Marks” means certain word and logo trademarks and/or service marks, including and/or incorporating Breathwork Instructors Global™ or BIG™.

   6. 1.6. “SOMA Breath IP” means the SOMA Breath Content, SOMA Breath Marks, and BIG Marks.

   7. 1.7. “SOMA Breath^® Instructor”  means an individual who has completed all training requirements in level 1 and has received certification from SOMA Breath^®.

   8. 1.8. “SOMA Breath^® Advanced Instructor”  means an individual who has completed all training requirements in level 2 and has received certification from SOMA Breath^®.

   9. 1.9 “SOMA Breath® Master Instructor” means an individual who has completed all training requirements in the Master Instructor Training and has received certification from SOMA Breath®.

   10. 1.10. “SOMA Breath^® Transformational Coach”  means an individual who has completed all training requirements for the entire Transformational Coaching course (levels 1-3) and has received certification from SOMA Breath^® as a SOMA Breath^® Transformational Coach.

   11. 1.11. "SOMA Breath^® Master Transformational Coach" means an individual who has completed all training requirements in the Transformational Coach course, and has been a certified as a SOMA Breath® Transformational Coach for 1 year or over, and also has provided any extra requirements noted by SOMA Breath®, such as case studies from their 21 Day Awakening Journey events, etc. Once all requirements are met and approved by SOMA Breath®, the SOMA Breath® Transformational Coach may receive certification from SOMA Breath® as a SOMA Breath® Master.

   12. 1.12. “SOMA Breath Related Parties” means SOMA Breath’s affiliates, subsidiaries, related companies, members, directors, officers, employees, agents, contractors, vendors, and suppliers.

   13. 1.13. “BIG” means SOMA Breath’s Breathwork Instructors Global membership program for certified SOMA Breath Instructors/Coaches.  BIG membership is open only to individuals; a business, organization, company, or other entity cannot be a BIG member.

2. 2. TRAINING AND CERTIFICATION BY SOMA BREATH^®

   1. 2.1. Training by SOMA Breath^®. Instructor/Coach shall receive online access to SOMA Breath’s proprietary course materials, and training online or in person from SOMA Breath® in SOMA Breath’s proprietary techniques, for the training course(s) selected by Instructor/Coach at the cost agreed to by Instructor/Coach and SOMA Breath (the Course Fee, as defined below).  Payment and execution of this Agreement by Instructor/Coach are required at the time of course registration.

   2. 2.2. Certification Requirements. In addition to payment of the Course Fee (as defined below), Instructor/Coach must successfully complete all requirements laid out in the course materials for the course(s) in which Instructor/Coach enrolls.  The determination of whether and when Instructor/Coach has successfully met all certification requirements shall be made in the sole discretion of SOMA Breath.  Instructor/Coach acknowledges that payment of the Course Fee and completion of the training course(s) does not guarantee that Instructor/Coach will successfully meet all certification requirements or become certified as a SOMA Breath® Instructor/Coach.

3. 3. LIMITED COPYRIGHT LICENSE

   1. 3.1. Grant of Limited Copyright License Prior to Certification. Prior to certification of Instructor/Coach by SOMA Breath®, SOMA Breath hereby grants to Instructor/Coach, during the Term and in accordance with the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, non-delegable, royalty-free, revocable license, without warranty, to use the SOMA Breath Content identified in the SOMA Breath® Instructor, Advanced Instructor & Transformational Coach course solely for the purpose of facilitating private, live practice SOMA Breath sessions free of charge for Instructor/Coach’s family members, friends, and acquaintances in connection with Instructor/Coach’s training and certification by SOMA Breath and in accordance with SOMA Breath’s Instructor/Coaches and guidelines.

   2. 3.2. Grant of Limited Copyright License Upon Certification. Upon certification of Instructor or Advanced Instructor by SOMA Breath, SOMA Breath hereby grants to Instructor and Advanced Instructor and Master Instructor, during the Term and in accordance with the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, non-delegable, royalty-free, revocable license, without warranty, to reproduce, display, perform, and otherwise use the SOMA Breath Content provided to Instructor, Advanced Instructor and Transformational Coach through Instructor/Coach’s BIG online account solely to facilitate Instructor/Coach’s live SOMA Breath classes, workshops, and approved events in accordance with SOMA Breath’s instructions and guidelines (the “Content License”).  The Content License shall include additional rights, as defined in section 3.3, for Advanced Instructors. For the avoidance of doubt, teaching or demonstrating SOMA Breath techniques directed to train Instructors is only allowed to certified SOMA Breath Instructors in a SOMA Breath context. Instructor/Coach may not market, sell, or use any of SOMA Breath’s Instructors’ programs or trainings to teach any third party to become SOMA Breath Instructors without the written permission from SOMA Breath.

   3. 3.3. SOMA Breath^® Advanced Instructor Additional Content License Rights. During the Term and in accordance with the terms and conditions of this Agreement, in addition to the Content License rights granted in section 3.2 above, if Instructor/Coach is enrolled in the Advanced Instructor course, then Instructor/Coach may:

      (a)   Reproduce, adapt, perform, and use the SOMA Breath music provided to Instructor/Coach through Instructor/Coach’s BIG online account (the “SOMA Breath Music”) in Instructor/Coach’s guided meditation videos;

      (b)  Record Instructor/Coach’s voice over the SOMA Breath Music (resulting in “Modified SOMA Breath Music”); and

      (c)   Reproduce and distribute the Modified SOMA Breath Music with Instructor/Coach’s voice for free or for a fee for individual, personal use only.

      Nothing in this Agreement shall grant Instructor/Coach any right to reproduce, distribute, or otherwise use any Modified SOMA Breath Music after the expiration or termination of this Agreement.  Upon expiration or termination of this Agreement, Instructor/Coach shall cease reproduction, distribution, and any other use of any and all Modified SOMA Breath Music.

   4. 3.4. Conditions of Copyright License. SOMA Breath’s grants to Instructor/Coach of the Content License rights in sections 3.1, 3.2, and 3.3 are conditioned on adherence to the following provisions and restrictions:

      (a) Limited Use. Instructor/coach shall use the SOMA Breath Content only for the purposes expressly permitted in this Agreement and in accordance with SOMA Breath’s instructions and guidelines, and Instructor/Coach shall not distribute the SOMA Breath Content to any third party;  provided,  however, that if Instructor has been enrolled as a Advanced Instructor, then Instructor additionally may use and distribute SOMA Breath music as permitted in section 3.3.

      (b) Compliance with Guidelines.Instructor/Coach shall comply with all instructions and guidelines provided from time to time by SOMA Breath with regard to the use and distribution of the SOMA Breath Content and the facilitation of courses, workshops, and other approved events using the SOMA Breath Content.

      (c) No Modification of Content. Instructor shall not alter or modify the SOMA     Breath Content in any way;  provided,  however, that if Instructor has been certified as a Advanced Instructor, then Instructor may modify SOMA Breath music as permitted in section 3.3.

      (d) No Alteration of Copyright Notices. Instructor/Coach shall not alter or replace information about SOMA Breath’s authorship or copyright ownership of the SOMA Breath Content.

      (e) Attribution. Wherever Instructor/Coach uses any SOMA Breath Content,  Instructor/Coach shall attribute SOMA Breath as the creator and owner of the materials.  Where Instructor/Coach uses any SOMA Breath Content in writing (including but not limited to YouTube, Facebook, and other such audio-visual platforms), Instructor/Coach shall include a copyright notice as follows:  © SOMA Breath, Inc. All Rights Reserved.

      (f) No Implied Third-Party Affiliation. All uses of the SOMA Breath IP shall be made in accordance with this Agreement and shall not imply an affiliation with any third party, including an implied affiliation with any brand, organization, or company, and/or with any individual not licensed hereunder.  Where Instructor/Coach wishes to use the name, logo, or marks of a third party in connection with the SOMA Breath IP, Instructor/Coach must obtain SOMA Breath’s prior approval.  Notwithstanding the foregoing, Instructor/Coach may use the business name, trade name, and/or trademark of a facility where a SOMA Breath class or approved event is being held, so long as such use is subordinate to the Marks and the use is permitted by the facility.

      (g) Compliance with Laws. Instructor/Coach shall comply with all applicable laws, regulations, and ordinances in the country, state, and locality in which Instructor/Coach teaches SOMA Breath classes, workshops, and approved events and shall obtain all appropriate government approvals pertaining to marketing, advertising, or providing Instructor/Coach’s services, including any requirements for the instruction of children, as applicable.

      (h) Non-Competition. Instructor/Coach acknowledges that the SOMA Breath Content is unique to SOMA Breath^® and results from an investment of a substantial amount of time, money, and effort in the SOMA Breath Content’s creation and development.  Accordingly, during the Term of this Agreement and for a period of two (2) years following expiration or termination of this Agreement, Instructor/Coach shall not, without a further written license from SOMA Breath, develop or create for Instructor/Coach’s own account or on behalf of any third party any course or program that covers substantially the same topics or techniques covered by the SOMA Breath Content or that competes with the SOMA Breath Content to which Instructor has had access under this Agreement.

4. 4. LIMITED TRADEMARK LICENSES

   1. 4.1. Grant of Limited Trademark Licenses. Upon certification of Instructor/Coach by SOMA Breath, SOMA Breath hereby grants to Instructor/Coach, during the Term and in accordance with the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license, without warranty, (i) to use the SOMA Breath Marks to identify Instructor/Coach as a certified SOMA Breath^® Instructor/Coach and to promote Instructor/Coach’s SOMA Breath classes, workshops, and approved events, and to use the BIG Marks solely to identify Instructor as a BIG member (the “Trademark License”); and (ii) following completion and certification of an advanced or specialty training, to use the SOMA Breath Specialty Marks associated with the specialty or specialties for which Instructor/Coach receives certification for the same purposes as the SOMA Breath Marks (the “Specialty Mark License”) ( e.g., following completion and certification of the Transformational Coach training, Instructor/Coach may use the SOMA Breath Transformational Coach marks provided by SOMA Breath for identification purposes and to promote Instructor/Coach’s services as a certified SOMA Breath Transformational Coach).

   2. 4.2. Proper Use of the Marks. Instructor/Coach shall (i) use only the Marks pertaining to Instructor/Coach’s certification(s) approved by SOMA Breath; (ii) use the Marks only in the forms provided by SOMA Breath, including adhering to the colors, fonts, stylization, proportionality, and other elements of the Marks; (iii) follow SOMA Breath’s Media and Image Guidelines and License Conditions, attached hereto as “Appendix A”; (iv) use the appropriate trademark symbol (® or ™) with each use of a Mark; (v) follow all instructions, requests, and/or demands made by SOMA Breath concerning Instructor/Coach’s use of the SOMA Breath IP; and (vi) use Instructor/Coach’s best efforts to use the current versions of the Marks as updated and provided by SOMA Breath from time to time.

   3. 4.3. Under License Language. Instructor/Coach shall use the following “used under license” language on all materials, printed or electronic, that bear the Marks:

      Example; SOMA Breath^®  Instructor, SOMA Breath^® Advanced Instructor, SOMA Breath^® Transformational Coach, SOMA Breath^® Master and the SOMA Breath logos are trademarks of SOMA Breath, Inc., used under license.

   4. 4.4. Quality Standards. The nature and quality of Instructor/Coach’s marketing and services using the Marks shall conform to the standards set by SOMA Breath (i) in the Instructor, Advanced Instructor & Transformational Coach training courses and manuals; (ii) at somabreath.com; (iii) in SOMA Breath’s Media and Image Guidelines and License Conditions; (iv) in this Agreement; and (v) in any other instructions, guidelines, or requirements issued by SOMA Breath from time to time.  Instructor/Coach shall cooperate with SOMA Breath in facilitating SOMA Breath’s control over the nature and quality of Instructor/Coach’s marketing and services, to permit observation of Instructor/Coach’s SOMA Breath classes or approved events, to promptly comply with all instructions from SOMA Breath, and to supply SOMA Breath with evidence confirming compliance with this Agreement.

   5. 4.5. Restrictions on Use of the Marks:

       

      (a) Business Identification. Instructor/Coach shall not use the Marks for purposes of promoting any workshop, training, instruction, or other activity except Instructor/Coach’s own SOMA Breath classes or approved events.  Instructor/Coach shall not use any Marks to identify a spa, gym, yoga center, business or trade name, or any other facility, program, or product, except as expressly authorized herein, without SOMA Breath’s prior approval.  SOMA Breath reserves the right to remove any content posted on the Internet and/or used by Instructor/Coach that violates SOMA Breath’s rights in the SOMA Breath IP.

      (b) Website Use. Instructor/Coach may use the Marks on a website, including blogs and social media sites, where Instructor/Coach uses the Marks to promote Instructor/Coach’s SOMA Breath classes and approved events in accordance with this Agreement, provided that:  (a) Instructor/Coach shall include a prominent hyperlink on the home page to  www.somabreath.com; (b) Instructor/Coach shall identify him/herself as the owner of Instructor/Coach’s site by indicating his/her legal name on the home page; and (c) Instructor/Coach shall include the “used under license” language on the home page of Instructor/Coach’s website, as spaecified in section 4.3 above, which must reference all Marks used on the site.

      (c) Domain Names. Instructor/Coach shall not use the Marks, in whole or in part, as part of Instructor/Coach’s domain name(s).

      (d) Email Addresses. Instructor/Coach shall not use the Marks, in whole or in part, as part of Instructor/Coach’s email address(es).

      (e) Business or Trade Names. Instructor/Coach shall not use the Marks, in whole or in part, in the name of a business or trade name, including without limitation, for example, “SOMA Breath Studio,” “SOMA Center,” “SOMA Breath Club,” etc.

      (f) Social Media Titles. Instructor/Coach shall not use the Marks, in whole or in part, in social media handles or the title of social media pages.

      (g) Titles to Newsletters or Publications. Instructor/Coach shall not use the Marks, in whole or in part, as titles of print or digital newsletters or publications.

      (h) Adwords/Keywords. Instructor/Coach shall not use any Marks as AdWords, paid search, keywords, or otherwise for search engine optimization and/or for creating “sponsored links.”

      (i) Program Names. Instructor/Coach may use only the program names and Marks for which Instructor/Coach is licensed to teach. Instructor/Coach shall not alter the SOMA Breath program names or create his/her own program names using the Marks.

      (j) Mobile Applications. Instructor/Coach shall not use the SOMA Breath IP in connection with a mobile application, including in the title, icon, and content of the application.

      (k) Radio, Television, and News Coverage. Instructor/Coach shall not use the Marks on radio or television without SOMA Breath’s prior approval.  Instructor/Coach may promote  Instructor/Coach’s SOMA Breath classes or approved events through live or print news coverage, or through mainstream news organizations or print publishers.  In the event of such promotion,  Instructor/Coach shall inform the news organization or publisher of SOMA Breath’s brand use guidelines.  With respect to live news coverage, such coverage shall not include more than ten minutes of a SOMA Breath class, approved event, or SOMA Breath routine without SOMA Breath’s prior approval.  If  Instructor/Coach is aware of the coverage in advance,  Instructor/Coach shall notify SOMA Breath by email to [email protected].  If  Instructor/Coach is not aware of the coverage in advance,  Instructor/Coach shall promptly notify SOMA Breath after the coverage and, when possible, provide a copy of the article or footage.

       

      (l) Sale of Genuine SOMA Breath Products. Instructor/Coach may use the Marks in connection with the resale of genuine SOMA Breath products purchased from SOMA Breath or an authorized distributor, so long as such sales are subordinate to Instructor/Coach’s SOMA Breath classes or workshops. Instructor/Coach may resell original SOMA Breath products on online trade boards, provided that Instructor/Coach identifies him/herself in such listings.  Except as may be provided for in a separate agreement, Instructor/Coach shall not sell SOMA Breath products outside of the territory where those products were purchased (e.g., products purchased in the U.S. must be resold in the U.S. and not sold outside the U.S.).  Instructor/Coach shall not manufacture, create, offer for sale, sell, or distribute any merchandise, including without limitation apparel, accessories, CDs, DVDs, or promotional items, bearing the Marks or any names, designs, or logos similar to the Marks without the written permission of SOMA Breath.

       

      (m) Never Modify the Marks. Instructor/Coach shall use the Marks as provided and in accordance with the terms of this Agreement and refrain from modifying the Marks in any way.

       

      (n) No Disparagement, Tarnishment, or Dilution. Instructor/Coach shall not make any unsavory remarks or comments and/or create any materials or content that SOMA Breath determines, in its sole discretion, dilutes, disparages, or is detrimental to the SOMA Breath IP, the SOMA Breath brand, or the goodwill associated therewith. Instructor/Coach shall promptly comply with any instructions from SOMA Breath regarding the removal, deletion, or withdrawal of such remarks, content, or materials.

       

5. 5. OWNERSHIP OF THE SOMA BREATH IP. SOMA Breath is the sole and exclusive owner of all right, title, and interest in and to the SOMA Breath IP, including without limitation all associated goodwill and all associated federal intellectual property registrations and pending registrations, as applicable, and Instructor/Coach shall do nothing inconsistent with such ownership.  Instructor/Coach’s use of the SOMA Breath IP ensures the sole benefit of and is on behalf of SOMA Breath.  In that regard, SOMA Breath shall own (i) all live performance copyright rights in and to any SOMA Breath classes or events taught by Instructor/Coach, including without limitation any copyright rights in the filming, recording, streaming, uploading, or reproduction of such classes or events (“Live Event Copyrights”), and (ii) all copyright rights in and to any Modified SOMA Breath Music; Instructor/Coach hereby irrevocably assigns to SOMA Breath all right, title, and interest throughout the world in and to any and all Live Event Copyrights and/or Modified SOMA Breath Music, including without limitation all copyright, trademark, patent, and other intellectual property rights therein.  Nothing in this Agreement shall give Instructor/Coach any right, title, or interest in the SOMA Breath IP other than the right to use the SOMA Breath IP as permitted herein.  Instructor/Coach shall not contest SOMA Breath’s ownership of the SOMA Breath IP, the validity or enforceability of the SOMA Breath IP, or the validity of this Agreement.  Instructor/Coach shall not register or attempt to register any trademark, service mark, logo, copyright, trade name or business name that incorporates “SOMA Breath” or the Marks, or any derivations thereof, nor shall Instructor/Coach assist any third party in doing so. Instructor/Coach shall not make similar derivatives of the SOMA Breath Content, except for certified Transformational Coaches as expressly allowed under the terms of this Agreement.

6. 6. TERRITORY. The territory of the licenses granted under this Agreement shall be worldwide (the “Territory”); provided, however, that the Territory shall not include any country to which the U.S. restricts trade or where exercising rights hereunder would violate any law, regulation, or ordinance.

7. 7. TERM AND TERMINATION

   1. 7.1. Initial Term; Term. The “Initial Term” shall be six months from Instructor’s initial enrollment in a SOMA Breath Instructor or Advanced Instructor training course; provided, however, that if Instructor/Coach initially enrolls in the SOMA Breath Transformational Coach training course, then the Initial Term shall be one (1) year from the date of enrollment.  Following the Initial Term, if Instructor/Coach becomes a member of BIG under any circumstance, then the Agreement shall automatically renew for successive periods concurrent with Instructor’s BIG membership unless sooner terminated by either Party (the Initial Term and all successive renewal terms, if any, comprising the “Term”).

   2. 7.2. Termination. This Agreement may be terminated for any reason or no reason by either Party upon written notice to the other Party or, in the case of Instructor/Coach, by canceling Instructor/Coach’s BIG membership in accordance with BIG cancelation policies then in effect.  Cancelation or non-renewal of Instructor/Coach’s BIG membership shall terminate this Agreement effective upon the expiration or termination of Instructor/Coach’s BIG membership.  If Instructor/Coach terminates this Agreement or cancels Instructor/Coach’s BIG membership, any Fees already paid to SOMA Breath shall not be returned to Instructor/Coach.

   3. 7.3. Effect of Termination. Upon expiration or termination of this Agreement, Instructor/Coach shall immediately cease use of all SOMA Breath IP and shall return or, at SOMA Breath’s direction, delete or destroy all SOMA Breath IP in Instructor/Coach’s possession, custody, or control.

   4. 7.4. Survival. Sections 1, 3.4, 4.5, 5, 7.3, 9, 10, 11, 12, 13, 14, and 15 shall survive the termination of this Agreement.

8. 8. FEES, REFUNDS AND CANCELLATIONS

   1. 8.1. In consideration for the training course(s) provided by SOMA Breath and the license(s) granted under this Agreement during the Initial Term, Instructor/Coach shall pay SOMA Breath the course fee(s) set by SOMA Breath for the course(s) in which Instructor/Coach enrolls (the “Course Fee”).  The Course Fee shall be non-refundable in the event that Instructor/Coach fails to finish the training course or to become certified as a SOMA Breath® Instructor/ Transformational Coach.

   2. 8.2. In consideration for the licenses granted under this Agreement following Instructor/Coach’s certification as a SOMA Breath® Instructor, SOMA Breath® Advanced Instructor, SOMA Breath® Master Instructor or SOMA Breath® Transformational Coach, Instructor/Coach shall pay SOMA Breath a fee, in an amount and frequency to be determined by SOMA Breath, during the Term to maintain an active BIG membership account (a “License Fee”).  The License Fee is subject to change at SOMA Breath’s discretion.  SOMA Breath reserves the right to establish, revise, modify, or amend its billing practices, methods, and fees, including its collection practices, payment practices, and fees for content or services provided on its website(s).  Instructor/Coach agrees to accept notice of any changes by way of the changes posted in Instructor’s BIG online account.

   3. 8.3. Cooling-off As a consumer, Instructor/Coach may cancel the course for any reason within 30 (thirty) days after receipt of the booking confirmation (the “cooling-off period”), in which case Instructor/Coach will be entitled to a refund, provided that they have not progressed past the second module of Level 1 of the online course material, attended more than 1 (one) virtual learning event, or commenced with live, in-person training (as the case may apply). In the event that Affirm or another finance provider was utilized for the transaction, a processing fee of 7.99% shall be withheld from the refund amount. If Instructor/Coach decides to cancel the course under these conditions, they must notify SOMA Breath by email at [email protected]
   4. 8.4. Cancellation SOMA Breath may cancel the course if the staff or resources required to deliver the course are unavailable or insufficient; or the number of persons enrolled on the course is insufficient or exceeds the maximum capacity, in which case Instructor/Coach will be entitled to a full refund.  If we decide to cancel or postpone the course under these circumstances, we will endeavor to notify Instructor/Coach in advance. We shall not be liable for any other expenses (including travel, accommodation and insurance costs) Instructor/Coach have incurred. SOMA Breath may be forced to cancel the course in cases of Force Majeure Event, such as acts of God, flood, drought, earthquake or other natural disaster, civil commotion, war and terrorist action, state action, industrial action, public health disasters, epidemics or pandemics; In these cases, provided that prompt notice is given, SOMA Breath shall not be liable to refund expenses compensate delay or failure to perform any of our obligations when due to circumstances beyond our reasonable control.

9. 9. INDEMNIFICATION; NOTICE OF THIRD-PARTY INFRINGEMENT

   1. 9.1. Instructor/Coach shall fully indemnify, defend, and hold harmless SOMA Breath and all SOMA Breath Related Parties from and against any and all claims, losses, damages, expenses, and liability (including without limitation reasonable attorneys’ fees) as a result of any claims, demands, actions, or other proceedings made or instituted by a third party that arise out of any (a) criminal, intentional, or negligent acts of Instructor/Coach; (b) breach by Instructor/Coach of this Agreement; or (c) other act or omission of Instructor/Coach.

   2. 9.2. SOMA Breath has the right, but shall not be obligated, to obtain and maintain intellectual property registration of the SOMA Breath IP.  If Instructor/Coach becomes aware of any claimed or alleged infringement of any SOMA Breath IP by a third party, Instructor/Coach shall promptly advise SOMA Breath in writing of the nature and extent of such infringement or dilution. SOMA Breath has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the SOMA Breath IP, but SOMA Breath shall have the sole right to determine whether any action shall be taken.  If SOMA Breath sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the SOMA Breath IP, Instructor/Coach shall cooperate fully with SOMA Breath.  Instructor/Coach shall have no right to enforce any rights in the SOMA Breath IP through litigation or otherwise without prior written authorization of SOMA Breath.  In any legal action arising from use or ownership rights of the SOMA Breath IP, where both SOMA Breath and Instructor/Coach are co-parties, SOMA Breath retains the right to control the litigation, including without limitation any and all settlement negotiations.

10. 10. ASSIGNMENT. This Agreement (including, without limitation, the licenses granted hereunder) is personal to Instructor/Coach and shall not be assigned or transferred by Instructor/Coach, including, without limitation, by operation of law.  Any attempt on the part of Instructor/Coach to assign, sub-license, delegate, or transfer Instructor/Coach’s rights under this Agreement, except as provided herein, shall be invalid and void.  SOMA Breath shall have the right to assign and/or license its rights and obligations under this Agreement and all of its right, title, and interest in and to the SOMA Breath IP without the consent of Instructor/Coach.

11. 11. NOTICES. Any notice, demand, or request required or permitted to be given hereunder may be given to a Party at the addresses set forth above.  Any notice or request hereunder shall be given by: registered or certified mail, return receipt requested; courier; or email:If to Instructor/Coach:  To the email address provided by Instructor/Coach during course registration or on file in Instructor/Coach’s BIG online membership account.If to SOMA Breath:  [email protected], with a copy to  [email protected].

12. 12. NO WARRANTY; LIMITATION OF LIABILITY. Nothing in this Agreement and nothing in SOMA Breath®’s statements to Instructor / Coach shall be construed as a promise or guarantee about the outcome or results arising from the services provided to the Instructor / Coach under this Agreement. SOMA Breath® makes no such promises or guarantees. SOMA Breath®’s comments about the outcome or results of the services, such as potential increased wealth, happiness, success, are expressions of opinion only. Instructor / Coach’s results are dependent upon a number of factors, and may vary substantially from those expressed by SOMA Breath®, SOMA Breath®’s employees, representatives, or other Transformational Coach participants. Instructor / Coachs should know that all products and services by SOMA Breath® are for educational and informational purposes only. Nothing on any of SOMA Breath®’s websites, or any of SOMA Breath®’s content or curriculum is a promise or guarantee of results or future earnings, and SOMA Breath® does not offer any legal, medical, tax or other professional advice. Any financial numbers referenced on any of SOMA Breath®’s sites, are illustrative of concepts only and should not be considered average earnings, exact earnings, or promises for actual or future performance. Making decisions based on any information presented in SOMA Breath®’s products, events, services, or website, should be done only with the knowledge that Instructor / Coach could experience risk or losses just like any entrepreneurial endeavor. Instructor / Coachs should exercise caution and always consult Instructor / Coach’s accountant, lawyer or professional advisor before acting on this or any information related to a lifestyle change or Instructor / Coach’s business or finances. Instructor / Coach alone is responsible and accountable for Instructor / Coach’s decisions, actions and results in life, and by Instructor / Coach’s registration here Instructor / Coach agrees not to attempt to hold SOMA Breath® liable for Instructor / Coach’s decisions, actions or results, at any time, under any circumstance. SOMA Breath makes no representations or warranties, express or implied, with respect to BIG, the SOMA Breath IP, or any SOMA Breath-related products or services, including warranties of fitness, merchantability, or non-infringement.  Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability, or otherwise, shall SOMA Breath or the SOMA Breath Related Parties be liable to Instructor/Coach or any other person for any indirect, special, incidental, or consequential losses or damages of any nature arising out of or in connection with this Agreement, including without limitation damages for lost profits, loss of goodwill loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of SOMA Breath has been advised of or should have known of the possibility of such damages. SOMA Breath makes no representation that the operation of SOMA Breath’s website(s) will be uninterrupted or error-free.  SOMA Breath shall not be liable for the consequences of any interruptions or errors, although SOMA Breath will make commercially reasonable efforts to correct errors or interruptions.  In no event shall SOMA Breath be liable for any damages in excess of the Fees paid by Instructor/Coach during the one-year period preceding the date on which a claim arises.

13. 13. NATURE OF SERVICES. SOMA Breath classes or events may not be safe or appropriate for everyone.  Any information that SOMA Breath may provide to Instructor/Coach through a SOMA Breath training, in SOMA Breath materials, or on SOMA Breath’s website(s) regarding health and fitness is intended solely as educational aids and is not a substitute for medical advice.  Instructor/Coach is encouraged to seek medical advice before providing services using any SOMA Breath IP, or if Instructor/Coach experiences any medical condition affecting Instructor/Coach’s ability to undergo the training or provide any such services.  Instructor/Coach shall ensure that he/she complies with all applicable laws, regulations, and ordinances governing the instruction of children in the country, state, and locality where Instructor/Coach uses any SOMA Breath IP or other materials.  SOMA Breath and the SOMA Breath Related Parties assume no responsibility for any consequence relating directly or indirectly from any action or inaction of Instructor/Coach based on the information, services, or other material provided by SOMA Breath.  While SOMA Breath strives to provide complete, up-to-date, and accurate information on its website(s) and in other materials, SOMA Breath and the SOMA Breath Related Parties do not guarantee, and shall not be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information.  Instructor/Coach hereby releases from liability, and holds harmless SOMA Breath and the SOMA Breath Related Parties for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any person arising or resulting from Instructor/Coach’s participation in any SOMA Breath course and/or Instructor/Coach’s provision of services using SOMA Breath IP.  If Instructor/Coach is injured participating in any SOMA Breath course or providing services using SOMA Breath IP and/or other materials, then Instructor/Coach assumes any financial obligations for any medical costs that Instructor/Coach may incur.  SOMA Breath assumes no responsibility for any medical expenses, injury, or damages suffered by Instructor/Coach, or Instructor/Coach’s students, in connection with the provision of any services.

14. 14. CONFIDENTIALITY. The Parties and their employees, agents, and/or assigns shall keep the terms and conditions of this Agreement confidential, to be disclosed only to (a) those employees, agents, and representatives of the Parties who have a need to know, (b) the Parties’ respective legal and financial advisors, and (c) those to whom the parties are required to disclose the information by law or court order, including without limitation in any action to enforce the terms of this Agreement.
15. 15. PRIVACY AND DATA PROTECTION Any personal information Instructor/Coach provide us with will be processed in accordance with SOMA Breath’s Privacy Policy.

15. 16. MISCELLANEOUS

    1. 16.1. Governing Law; Arbitration. This Agreement shall be construed in accordance with the laws of the State of New York and the United States without regard to conflicts of law principles that would require the application of any other law.  Any dispute related to this Agreement or the Parties’ obligations under this Agreement, including without limitation claims for negligence, breach of contract, fraud, intentional torts, or any other acts or omissions of the Parties, shall be resolved by confidential, binding arbitration conducted by JAMS in New York, New York, USA using a single arbitrator, in accordance with JAMS Arbitration Rules and Procedures (or any successor rules and procedures) then in effect.  The arbitration award shall be final and binding on both Parties, shall not be subject to de novo review, and no appeal may be taken. The ruling of the arbitrator may be entered and enforced as a judgment by a court of competent jurisdiction.  Any court of competent jurisdiction may enforce the arbitration provision of this Agreement, and the Parties shall bear their own costs, fees, and expenses associated with its enforcement.  The Parties acknowledge and agree that this agreement to arbitrate shall result in a waiver of their rights to a court or jury trial for any claim that they may assert.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit a Party from seeking and/or obtaining temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction to enforce the Party’s intellectual property rights.

    2. 16.2. Equitable Relief. The Parties acknowledge and agree that any breach of this Agreement, excluding purely monetary obligations, would cause irreparable harm to the non-breaching Party and that, in the event of a breach or threatened breach, the non-breaching Party shall be entitled to equitable relief, including temporary, preliminary, and permanent injunctive relief and specific performance, without the posting of a bond or other security, in addition to any other remedies available at law or otherwise.

    3. 16.3. Remedies. All specific remedies provided for in this Agreement shall be cumulative and shall not be exclusive of one another or of any other remedies available in law or equity.

    4. 16.4. Prevailing Party. If a Party brings suit based on infringement or breach of the terms of this Agreement by the other Party, the suing Party, if it prevails on its claim for breach or infringement, also shall be entitled to recover its reasonable attorneys’ fees and costs in the action.

    5. 16.5. Parties’ Relationship. The Parties’ relationship is that of independent contractors.  Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties, nor shall SOMA Breath be deemed to be acting in a fiduciary capacity with respect to Instructor/Coach.  Instructor/Coach has no authority to make or accept any offers or representations on behalf of SOMA Breath or to act for or bind SOMA Breath in any manner.  Instructor/Coach shall not make statements or take actions that may contradict the relationship set forth herein or confuse or mislead any person regarding the nature of the Parties’ relationship.

    6. 16.6. Entire Agreement. This Agreement, including without limitation all additional terms, conditions, instructions, and guidelines provided by SOMA Breath in relation to the SOMA Breath IP, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

    7. 16.7. No Waiver. No waiver or modification of any of the terms of this Agreement shall be valid unless in writing.  No waiver by either Party of a breach hereof or a default hereunder shall be deemed a waiver by such Party of any other breach or default.

    8. 16.8. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement shall remain in full force and effect.

    9. 16.9. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

    10. 16.10. Execution. The Parties may execute this Agreement using electronic signatures, electronic copies, and counterparts.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.