THIS SOMA BREATH INSTRUCTOR 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 XXXXXX (“Instructor”). This Agreement is effective as of the date that Instructor first registers for any Soma Breath instructor training course. SOMA Breath and Instructor 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 of classes and workshops using SOMA Breath techniques and SOMA Breath IP; and
WHEREAS, Instructor has enrolled in an official SOMA Breath instructor training program and desires to make use of the SOMA Breath IP upon certification as a Soma Breath® Instructor;
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:
(a) Reproduce, adapt, perform, and use the SOMA Breath music provided to Instructor through Instructor’s BIG online account (the “SOMA Breath Music”) in Instructor’s guided meditation videos;
(b) Record Instructor’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’s voice for free or for a fee for individual, personal use only.
Nothing in this Agreement shall grant Instructor 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 shall cease reproduction, distribution, and any other use of any and all Modified SOMA Breath Music.
(d) Limited Use. Instructor 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 shall not distribute the SOMA Breath Content to any third party; provided, however, that if Instructor has been certified as a Master Instructor, then Instructor additionally may use and distribute SOMA Breath music as permitted in section 3.3.
(e) Compliance with Guidelines. Instructor 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.
(f) 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 Master Instructor, then Instructor may modify SOMA Breath music as permitted in section 3.3.
(g) No Alteration of Copyright Notices. Instructor shall not alter or replace information about SOMA Breath’s authorship or copyright ownership of the SOMA Breath Content.
(i) 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 wishes to use the name, logo, or marks of a third party in connection with the SOMA Breath IP, Instructor must obtain SOMA Breath’s prior approval. Notwithstanding the foregoing, Instructor 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.
(k) Non-Competition. Instructor 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 shall not, without a further written license from SOMA Breath, develop or create for Instructor’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.
(a) Business Identification. Instructor shall not use the Marks for purposes of promoting any workshop, training, instruction, or other activity except Instructor’s own SOMA Breath classes or approved events. Instructor 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 that violates SOMA Breath’s rights in the SOMA Breath IP.
(b) Website Use. Instructor may use the Marks on a website, including blogs and social media sites, where Instructor uses the Marks to promote Instructor’s SOMA Breath classes and approved events in accordance with this Agreement, provided that: (a) Instructor shall include a prominent hyperlink on the home page to ww.somabreath.com; (b) Instructor shall identify him/herself as the owner of Instructor’s site by indicating his/her legal name on the home page; and (c) Instructor shall include the “used under license” language on the home page of Instructor’s website, as specified in section 4.3 above, which must reference all Marks used on the site.
(c) Domain Names. Instructor shall not use the Marks, in whole or in part, as part of Instructor’s domain name(s).
(d) Email Addresses. Instructor shall not use the Marks, in whole or in part, as part of Instructor’s email address(es).
(e) Business or Trade Names. Instructor 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 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 shall not use the Marks, in whole or in part, as titles of print or digital newsletters or publications.
(h) Adwords/Keywords. Instructor 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 may use only the program names and Marks for which Instructor is licensed to teach. Instructor shall not alter the SOMA Breath program names or create his/her own program names using the Marks.
(j) Mobile Applications. Instructor 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 shall not use the Marks on radio or television without SOMA Breath’s prior approval. Instructor may promote Instructor’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 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 is aware of the coverage in advance, Instructor shall notify SOMA Breath by email to [email protected]. If Instructor is not aware of the coverage in advance, Instructor 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 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’s SOMA Breath classes or workshops. Instructor may resell original SOMA Breath products on online trade boards, provided that Instructor identifies him/herself in such listings. Except as may be provided for in a separate agreement, Instructor 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 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 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 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 shall promptly comply with any instructions from SOMA Breath regarding the removal, deletion, or withdrawal of such remarks, content, or materials.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
SOMA BREATH, INC.
SOMA BREATH, INC.