Wellness 360 Coach™ Licensing Agreement

You (“Licensee” or “you”) hereby enter into this License Agreement (“License Agreement”), effective as of the date you click “I Agree” (the “Effective Date”), with Intelligent Health Group, LLC, a Wisconsin limited liability company with an address of P.O. Box 622, Cedarburg, WI 53012, doing business as International Association of Wellness Professionals (“IAWP” or “Licensor”). Licensee (or you) and IAWP (or Licensor) may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.”  

  1. DEFINITIONS
    Capitalized terms have the meanings set out below or in the Section in which they first appear in this License Agreement.
    1. “Clients” shall mean any persons, businesses, or entities that employ Licensee to coach, evaluate and improve individual or group health wellness and performance through a variety of techniques, tools, assessments, documents, workshops, and other information, any of which may include the use of certain Program Materials. “Clients” shall also mean any persons, businesses, or entities that Licensee reasonably believes can become Clients.
    2. “Confidential Information” has the meaning set forth in Section 4(A).
    3. “Fee” has the meaning set forth in Section 3(A).
    4. “License” has the meaning set forth in Section 2(A).
    5. “Mark” means any trademark, trade name, service mark, design, logo, domain name or indicator of the source or origin of any product or service.
    6. “Program Materials” shall mean the Wellness360TM Coach program and materials, including the documents, presentations, techniques, tools, web-based tools, internet sites, certifications, designations, and other information developed by Licensor for the purposes of Wellness360TM Coach,  as set forth and defined on Exhibit A. For avoidance of doubt, the Program Materials EXPRESSLY DOES NOT INCLUDE any curriculum, intellectual property, or material from other IAWP offerings or programs not expressly set forth on Exhibit A.
    7. “Term” has the meaning set forth in Section 1(B) on Exhibit B.
  2. LICENSE
    1. License Grant.
      Subject to the terms and conditions of this License Agreement, Licensor hereby grants to Licensee, during the Term, a revocable, non-transferable, non-exclusive, limited license to use the Program Materials solely for the purpose of delivering live training, coaching, and/or mentoring to Licensee’s Clients. This Section 2A is hereby referred to as the “License.”
    2. Reservation of Rights.
      No other rights or licenses are hereby granted to the Licensee. IAWP reserves all rights not expressly granted to Licensee under this License Agreement. Neither this License Agreement nor the License granted hereunder convey any ownership right in any of the Program Materials, IAWP’s Marks, IAWP intellectual property or any other materials provided by or on behalf of IAWP under this License Agreement. Except for the express License granted in this License Agreement, all right, title and interest in and to the Program Materials, IAWP’s Marks, IAWP intellectual property, or any other materials provided by or on behalf of IAWP under this License Agreement are and shall remain with IAWP or third-party licensor (if applicable).   IAWP reserves the right at all times to improve, modify, remove, or discontinue (temporarily or permanently) the Program Materials (or any part thereof) immediately, with or without notice. Licensee agrees that IAWP shall not be liable to Licensee or to any third party for modification, suspension, removal, or discontinuance of any Program Materials, or for any lack of notice thereof.
    3. Permitted Uses & Prohibitions. 
      In no event may you use the Program Materials in a manner that would mislead the public or which would give any members of the public the impression that you are a partner, agent, franchisee, employee or joint venturer of Licensor. Licensee must display the appropriate copyright and trademark notices and any other source attribution required by IAWP when using the Program Materials.  Licensee shall not alter, remove or obstruct any such notices or attribution included with any Program Materials. Unless expressly set forth in Exhibit A, Licensee does not have permission to use the IAWP name or any IAWP owned Marks, and such use of the IAWP name or any IAWP owned Marks is explicitly excluded from the License. The License does not grant you the right to extend to any others the authority and permissions provided to you in this License Agreement, including teaching others to become a health and wellness coach using the Program Materials.  If you have members of your staff who help deliver your services to your Clients, each staff member must have a separate License and agree to these terms separately in order to use the Program Materials. You may not transfer or assign this License to anyone.Other than as expressly provided in this License Agreement, the License does not grant you the right to use the Program Materials, in whole or in part, in pre-recorded videos or audio without written permission from Licensor.  You agree that you will not make publically available, or use the Program Materials in books, articles, websites, on media outlets and social media platforms, or in any information products until you first obtain written permission from Licensor.
    4. Ownership & Derivative Works.
      Licensee acknowledges that all right, title and interest, including all intellectual property rights, of the Program Materials shall exclusively vest with Licensor and nothing under this License Agreement shall be deemed to transfer any rights of the Program Materials from Licensor to you, your Clients, or any third party. If Licensee acquires any rights, including rights to derivatives, in the Program Materials by operation of law or otherwise, Licensee hereby irrevocably assigns all such rights to Licensor without further action by either Party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Licensor’s rights in and to the Program Materials. All intellectual property rights held by you, prior to this License Agreement or independently created during the subsistence of this License Agreement shall be your exclusive property.  Nothing under this License Agreement shall be deemed to transfer any intellectual property from you to Licensor. Any prior intellectual property rights that you wish to claim prior to engaging in this License Agreement must be provided to Licensor in writing and include: title, description, date created, owner(s) name and contact information.Modifications of the Program Material are considered to be derivative works and belong to Licensor.  Modifications include excerpts, translations, editorial revisions, interpretive matters, annotations, elaborations, or other adaptations or forms of presentation, such as webinars or virtual training, that are based on the original Program Materials.  Modifications may only be made with specific written permission from Licensor. If you are asked to collaborate with Licensor to create a derivative work, Licensor shall own, and you shall and hereby assign, all rights, including all intellectual property rights, such as copyright, trademark, or patent for the product or service, unless otherwise agreed to in writing.Licensee shall, at its sole expense, maintain any copies of the Program Materials within Licensee’s possession, custody, or control under commercially reasonable protective conditions to protect and safeguard the Program Materials. Licensee shall immediately notify IAWP in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Program Materials; (ii) actual, suspected, or threatened claim that use of the Program Materials infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Program Materials may be subject to.
  3. FEES & CONSIDERATION
    1. In consideration for the License, the fee (and timeline for payment of such fee) for the License shall be as set forth on Exhibit B (the “Fee”). All Fees shall be paid in US Dollars. Any payment not made on time will cause the Licensee to be in arrears, and any Licensee who is in arrears for fifteen (15) days may be denied access to and prohibited from using any Program Materials until payment is brought current. All fees and expenses charged by Licensor under this License Agreement are exclusive of any taxes, duties, or similar charges imposed by any governmental authority, and Licensee agrees to pay for any and all national, state, or local sales, use, excise privilege, or other taxes, duties, or assessments, however designated or levied, with respect to Licensee’s use of Program Materials under this License Agreement, provided, that, Licensee shall not be responsible for any taxes imposed on, or with respect to, Licensor’s net income.
    2. As applicable, Licensee shall not make any chargebacks to the IAWP account or cancel the credit card that is provided as security without the IAWP’s prior written consent. Licensee will be responsible for any fees associated with recouping payment on chargebacks, and any other collection fees associated with this License Agreement. Licensee shall not change any of the credit card information provided to the IAWP without notifying the IAWP in advance.  By providing Licensor with credit card information, Licensee authorizes IAWP to charge Licensee’s credit card or debit card as payment for Fees.
  4. NON-DISCLOSURE & CONFIDENTIALITY
    1. As a Licensee, you acknowledge that you may learn of confidential or proprietary information regarding Licensor’s (and its affiliates’, clients’, or potential clients’) business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including the financial terms of the License Agreement, business operations and strategies, marketing, creative elements, artwork, visual representations, research material and data, specifications, processes, and technological developments, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Licensee; (ii) is or becomes available to Licensee on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of Licensee before being disclosed by or on behalf of Licensor; or (iv) was or is independently developed by Licensee without reference to or use, in whole or in part, of any of Licensor’s Confidential Information.
    2. Licensee shall: (i) protect and safeguard the confidentiality of IAWP’s Confidential Information with at least the same degree of care as Licensee would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (ii) not use IAWP’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (1) to Licensee’s employees, agents, and professional advisors who need to know the Confidential Information to assist Licensee, or act on its behalf, to exercise its rights or perform its obligations under the License Agreement, provided the Licensee’s employees, agents, and professional advisors are subject to confidentiality duties or obligations to the Licensee that are no less restrictive than the terms and conditions of this License Agreement before disclosure of the Confidential Information; or (2) pursuant to applicable national, state, or local law or regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that Licensee shall first provide Licensor with: (a) prompt written notice of such requirement so that Licensor may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at Licensor’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
    3. The obligation to maintain the confidentiality of Confidential Information shall survive for a period of five (5) years after termination or expiration of this Agreement, or, for Confidential Information that constitutes a trade secret, for so long as such Confidential Information shall be eligible for trade secret protection under applicable law.  Licensee further agrees to advise Licensor immediately of any loss, misappropriation, or inadvertent disclosure of Confidential Information.
    4. Any information, Program Materials, or documentation provided to you by Licensor that is marked with “confidential” or “proprietary” are for personal use only and may not be publicly disclosed, copied, or reproduced.
    5. If Licensee is provided access to the Program Materials through a user name, password or any other piece of information as part of IAWP’s security procedures (“Online Access Credentials”), Licensee must treat such information as confidential, and must not disclose it to any other person or entity. Licensee also acknowledges that Online Access Credentials to the Program Materials are personal to the Licensee, and agrees not to provide any other person with access to the Program Materials or portions of it using Licensee’s Online Access Credentials. Licensee agrees to notify IAWP in writing immediately of any unauthorized access to or use of Licensee’s Online Access Credentials or any other breach of security.
  5. DURATION & TERMINATION
    1. Termination.
      Failure to fulfill any covenant or obligation in this License Agreement or any associated agreement may result in the immediate termination of all agreements with Licensor.  Licensor will provide you with written notice of any breach, and you shall have thirty (30) days from receipt of the notice to resolve it. If the breach is not satisfactorily resolved, Licensor may, at its sole discretion, terminate this License Agreement as well as any related agreements.  Failure to perform on your obligations set forth in the related agreement(s) also constitutes a breach of this License Agreement. Notwithstanding the foregoing, Licensor reserves the right to terminate this License Agreement at any time after one year if (i) you have unpaid Fees in arrears for over 15 days; or (ii) you are not satisfactorily teaching the Program Materials, as concluded by Licensor in its sole discretion.
    2. Upon termination or expiration of this License Agreement, the License shall immediately terminate, all written consents previously granted to you shall be immediately canceled and revoked, you shall immediately pay to Licensor all prorated Fees accrued and payable prior to termination, and you agree to promptly return within 10 business days all Program Materials in your possession and to immediately cease using the Program Materials.   Your obligations pursuant to Sections 2(D), 4, 6, 7, 8, 9, 10, and 11 shall specifically survive any termination or expiration of this License Agreement.
    3. Duration.
      The Term of this License Agreement shall be set forth on Exhibit B.
  6. WARRANTY & INDEMNIFICATION 
    1. Licensor warrants that it has the right to grant the limited License set forth herein and Licensor agrees to indemnify and hold Licensee harmless from and against any damages arising out of your infringement or violations of the intellectual property rights of others resulting from your use of the Program Materials in accordance with this License Agreement.
    2. THE PROGRAM MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
    3. Licensee warrants to Licensor that Licensee shall not use the Program Materials for any purpose that is unlawful, harmful, or in breach of this License Agreement. Licensee acknowledges that Licensor makes no warranty as to: (i) the results to be attained by using the Program Materials, or (ii) that the Program Materials will meet any of Licensee’s business requirements.
    4. Licensee shall fully indemnify, defend, and hold harmless Licensor and any of its subsidiaries, affiliates, managers, members, officers, attorneys, agents, representatives, and employees from and against any and all losses, claims, actions, damages, liabilities, judgements, fines, demands, costs, or expenses of whatever kind, including reasonable attorney’s fees and the cost of enforcing any right to indemnification hereunder, including, without limitation, suits arising from offering, promoting, advertising, sale, or use by you, of the Program Materials, whether or not such use conforms to standards set by Licensor, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.  You are fully responsible for your own Clients. Licensor shall not be liable for any services or products you provide to your Clients.
    5. Licensor has the right, but shall not be obligated, to obtain and maintain federal and international intellectual property registration of the Program Materials.  In the event that you become aware of any claimed or alleged infringement of the Program Materials by a third party, you shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution.  Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Program Materials, but Licensor shall have the sole right to determine whether any action shall be taken.  In the event Licensor sues or takes other action, whether legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Program Materials, you agree to cooperate fully with Licensor. You have no right to enforce the Program Materials through litigation without prior written authorization of Licensor.  In any legal action arising from use, or ownership rights of the Program Materials, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.
  7. LIMITATION OF LIABILITY 
    1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION OF VALUE OF ANY KIND, REGARDLESS OF THE FORM OF ACTION (WHETHER IN TORT, CONTRACT, WARRANTY, OR ANY OTHER THEORY OF LAW) ARISING OUT OF OR RELATED TO THE PROGRAM MATERIALS OR THIS AGREEMENT AND EVEN IF FORESEEABLE OR KNOWN IN ADVANCE.
    2. MAXIMUM LIABILITY FOR DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    3. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7 SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE
  8. DISCLAIMER OF HEALTH CARE RELATED SERVICES
    1. The information and methods revealed by IAWP in connection with the Program Materials are based on training, personal experience, and/or research of those affiliated with IAWP. Neither IAWP nor the Program Materials dispense medical advice or prescribe the use or the discontinuance of any medication as a form of treatment, either directly or indirectly. Licensee represents and understands that the Program Materials have not been created by doctors, registered dieticians, therapists or other licensed professionals and are not meant to replace the care and advice of doctors, registered dieticians, therapists or other licensed professionals. Licensee will also provide all its Clients and prospective Clients with a written disclaimer outlining the above; said Clients will acknowledge same by signing this disclaimer prior to Licensee providing any services.
  9. PRIVACY AND RIGHT TO DISCLOSURE
    1. All information IAWP collects from Licensee through or in connection with this License Agreement is subject to IAWP’s Privacy Policy, which is found at: https://iawpwellnesscoach.com/privacy/. Licensee hereby consents to all actions taken by IAWP with respect to IAWP’s information in compliance with the Privacy Policy. Subject to the Privacy Policy, IAWP reserves the right at all times to preserve and disclose any information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce the License Agreement, respond to claims of third parties, protect the rights, property, or safety of IAWP, the users of the Program Materials, and the public.
  10. GENERAL PROVISIONS
    1. Assignment.
      You may not assign this License Agreement, in whole or in part, to anyone else without prior written approval.  Licensor may assign this License Agreement, in whole or in part, to an affiliate or subsidiary of Licensor in which Licensor has a majority interest without your approval or prior notice to you.
    2. Amendment. 
      No amendment, modification, or addition to this License Agreement shall be binding upon either Party, unless reduced to writing and duly executed by each of the Parties.
    3. Force Majeure.
      Neither Party shall be liable for any failure to perform, or any delay in performance of, any of its obligations under this License Agreement, except for payment of monies, to the extent such failure to perform or delay in performance is attributable to fire, flood, earthquake, labor unrest, war, civil disorder, power outage, cyber-attack, acts of God, or any other cause or condition beyond the reasonable control of such Party; provided, however, that upon the occurrence of such event, the Party whose performance is affected thereby shall provide immediate written notice thereof to the other Party hereto; and further provided in the case that such event prevents a Party from performing any of its material obligations herein for a period of more than 90 days, the other Party may, at its option, terminate this License Agreement by giving written notice of termination to the non-performing Party.
    4. No Agency.
      The Parties agree and acknowledge that Licensee is engaged in the operation of its own business.  Licensee is responsible for compliance with all federal, state, and local laws in operating its business. The Parties do not intend by entering into this License Agreement to create a partnership, joint venture, agency, or any relationship other than licensor and licensee.  Nothing in this License Agreement shall be construed to expressly or impliedly create such partnership, joint venture, or other relationship whereby one Party will be liable for the actions or failure to act of the other. Nothing in this License Agreement authorizes Licensee to make any contract, agreement, warranty or representation on behalf of Licensor or any of its officers.
    5. Severability.
      If for any reason a court of competent jurisdiction finds any provision of this License Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this License Agreement, and the remainder of this License Agreement shall continue in full force and effect.
    6. Final Agreement. 
      Licensee acknowledges that this License Agreement, including all Exhibits attached hereto, contains the complete and final agreement and understanding of the Parties and supersedes any and all agreements and understandings, whether written or oral, relative to the matters discussed herein, all of which are excluded and shall have no effect.
    7. Notices.
      Any notice provided for or concerning this License Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each Party as set forth at the beginning of this License Agreement, or otherwise provided in writing to the other Party. Electronic communications are acceptable for communications not constituting notices provided for or concerning this License Agreement.
    8. Headings.
      The headings in this License Agreement are for reference only and shall not affect the interpretation of this License Agreement.
  11. GOVERNING LAW 
    1. Choice of Law and Venue.
      This License Agreement, including all exhibits, schedules, attachments and appendices attached to this License Agreement, and all matters arising out of or relating to this License Agreement, shall be construed under and governed in all respects by the laws of the State of Wisconsin without regard to the application of principles of conflicts of laws. The Parties agree that any dispute arising out of this License Agreement shall be brought before a state court sitting in the Ozaukee County, Wisconsin, and each Party consents to the jurisdiction and venue of such court.
    2. Legal Expenses.
      The prevailing Party in any legal proceeding brought by one Party against the other Party and arising out of or in connection with this License Agreement shall be entitled to recover its legal expenses, including the costs of any court proceeding and reasonable attorneys’ fees.

 

EXHIBIT A

PROGRAM MATERIALS
Program Materials.  The Program Materials granted in the License consists of the following: 

    1. The following registered and unregistered trademarks:
      1. Wellness360TM  Coach
      2. Wellness360TM  Coach logoWellness 360 Coach badge
    2. Use of Wellness360TM  Coach, including:
      1. Personal Sub-domain Website
      2. Workshop scripts and materials
      3. Coaching Programs
      4. Handouts
      5. Blog posts
      6. Newsletters
      7. Client materials
      8. Marketing materials
    3. Website
      1. Licensee will be provided a Wellness360TM Coach personal website so long as Licensee is in good standing. 
      2. So long as Licensee is in good standing, any trademarked terms of Wellness360TM Coach may be used by Licensee without prior approval, including logo, personal Wellness360TM website, marketing or client materials. 
      3. After a period of 12 months, Licensee may request continued use of their Wellness360TM website and Wellness360TM  Coach Program access and will be subject to a website hosting and annual program fee set forth at the time of your subscription. 
      4. Use of the website and associated annual maintenance fee is not mandatory. 
      5. Licensee agrees to include a privacy policy on their Wellness 360 Coach website letting users know how they will collect and use data per standard online regulations.
      6. Website will be hosted and supported by WPEngine or other third party, in the discretion of Licensor.  

EXHIBIT B

TERM AND FEES 

  1. Term. A. Initial Term.
    The initial term of this License Agreement commences as of the Effective Date and continues in effect until one (1) year from such date unless terminated earlier pursuant to any of the License Agreement’s express provisions (the “Initial Term”).
  2. B. Renewal Term.
    This License Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).
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  2. Fees.
    A. Commencing on the Effective Date, the License Fee for the Initial Term is fee-free for one (1) year.
    B. Upon expiration of the Initial Term, the License Fee for each Renewal Term will be listed on the order or renewal order form. Licensee shall make annual payments for the License Fee during each Renewal Term.
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The International Association of Wellness Professionals
PO Box 622 Cedarburg, WI 53012
Email: hello@iawpwellnesscoach.com
Phone: 844.423.7020
© 2019 International Association of Wellness Professionals