Mindfulness Exercises, LLC

Certification & License Agreement for
The Mindfulness Meditation Teacher Training Program

By your acceptance or signature below, You (also “Participant” or “Licensee”) are hereby agreeing to this Certification Program and License Agreement (for Participants who elect to purchase the white-labeled teaching curriculum along with the certification program), entered into as of the date you indicate your acceptance, by and between You and Mindfulness Exercises, LLC (hereinafter the “Company” or “Licensor). 

WHEREAS: the Participant desires to obtain education, including a certification in Company’s methods, in furtherance of Participant’s client work and business; 

WHEREAS: the Participant may also choose (depending on purchase selection) to obtain rights to use certain of Company’s intellectual property in furtherance of Participant’s client work and business;

WHEREAS: the Participant operates its business totally independently of Company, and under its own unique name;

WHEREAS: the Company is willing to offer a Certification program and a limited license pertaining to the use of certain of its intellectual property subject to the terms and restrictions contained herein;

WHEREAS: the Company is not responsible for nor involved with the day-to-day operations, management or control of the Participant’s business; 

The Parties hereby agree as follows that the purpose of this Agreement is to set forth the terms and conditions that will govern the Mindfulness Meditation Teacher Training Program and the licensing and use of any content or materials provided for Participant’s use in its work with its clients (hereinafter “Program Materials”). 

1. Instructor Certification. The Company extends certification to Participant as a Certified Mindfulness Meditation Teacher upon successful completion of the Mindfulness Meditation Teacher Training Program (hereinafter “the Program”) and payment of the Certification Fee as described on the Company registration / sales page. The Program will be delivered digitally, i.e. online through video trainings and supportive documentation or other resources, or as otherwise described on the registration / sales page.  

Certification will be provided to Participant upon the successful completion of the Program subject to approval by Company, and in Company’s sole discretion. You agree to meet all Program requirements in order to obtain certification, which include:

  1. Completion of required self-study modules and objectives in the online learning space; 
  2. Attendance at any live portions of the program or training, where applicable;
  3. Submit completed materials and recordings as required; 

You must complete all Program requirements in accordance with Company’s certification standards in order to become certified. Company representatives will review your submitted materials and recordings to ensure you meet Company’s certification standards. If you do not, Company will provide detailed requisites for you to complete, including a timeline for completion, in order to achieve certification. If you do not complete all Program requirements within the requested timeframe, you may forfeit your ability to graduate and become a Certified Mindfulness Meditation Teacher.  

2. Payment. Payment is required before beginning the Program, as indicated on Company’s registration / sales page. Payment may include a non-refundable deposit towards the total Program price (followed by payment in full, or a series of payments), or may be a one-time fee, a monthly or other recurring fee, or a payment plan, as applicable. Please check the details of the registration page or your order form with the payment option you selected for the payment schedule and information specific to your program. You agree to pay the amount agreed for the Program and payment plan you have selected. The Company is not responsible for any overdraft charges, over limit charges, or NSF fees charged by your bank or credit card company. Fees for Services may be pre-paid or by installment, as indicated on the registration page or your order form. Failure to make an installment payment will result in suspension or termination of your participation in the Program, unless payments are brought current immediately. The Company does not guarantee any specific results from use of the Program. The Company does not make any representations or warranties as to specific outcomes or results. 

3. Term / Cancellation & Refund Policy. Once the Program commences you have the life of the Program to complete all Program requirements. Certification will not be achieved until all payments are received in full. Once you have purchased the Program, there will be no refunds available, regardless of your participation in the Certification Program. Please ensure that it suits the purpose for which you desire to use it before purchasing. 

4. Use of Company Name. As a condition of this Agreement, Participant Licensee may not use Company’s name or other intellectual property in any part of Licensee’s business name, web domain, or social media handle. Licensee shall operate its business wholly separate from that of Company, under its own, unique name, and shall not hold itself out as an affiliate or franchisee of the Company. Participant may only say that he or she is a Certified Mindfulness Meditation Teacher. 

5. Assumption of Risk. Participant expressly represents that he or she assumes all risk related to its voluntary participation in the Program, including travel or participating in Company events, if any. Participant understands and acknowledges that risks may be known or unknown and that his or her participation in the Program, certification training, and related activities, and in providing the Services anticipated by this Agreement through Participant’s work or business, may result in injury, damages, or liability, which may arise from foreseeable and unforeseeable causes. Participant Licensee hereby assumes all risks and liability related to the foregoing and all responsibility for any losses and/or damages, including personal injury, or claims of personal injury, that he or she may incur or defend in participating in the Mindfulness Meditation Teacher Training Program and any subsequent instruction activities pursuant to this Agreement. If a Participant sustains any loss, injury, or liability, he or she agrees to assume any financial obligation related to such loss, injury, or liability, either through his or her personal or business insurance or other means, including for any legal or other costs incurred, and fully indemnify the Company therefrom. 

6. Liability Waiver & Indemnification. Participant hereby voluntarily agrees to release, waive, discharge, indemnify and hold harmless Company and its affiliates, subsidiaries, successors or assigns, and owners, representatives, agents, directors, employees or volunteers (hereinafter “the Indemnified Parties”) from any claims, demands, causes of action, or losses, present or future, whether known or unknown, that may arise as a result of any injury, loss, or damage, including and without limitation, personal, bodily or mental injury, economic loss or damage to him/her resulting from voluntary participation in the the Program and any subsequent instruction or activities covered by this Agreement.

7. Program Term. Participant shall receive certification as Certified Mindfulness Meditation Teacher upon successful completion of the Program and completion of all program payments; however, while Participant will be able to utilize the Certification, and the Company methodology and resources in accordance with the terms of this Agreement and the License granted herein, for the life of the Program, if the Program is discontinued at any point, Company will not continue to update the methodology or resources that accompany the Program. If the Program is discontinued at any time, Company will notify all participants. This means there is no guarantee of future updates or additions to the Program. 

8. License. As referenced above, if Participant has elected to get access to white-labeled teaching curriculum in addition to his or her Certification, Participant is also being granted a non-exclusive, non-transferrable, non-sublicensable License to utilize Company’s Program Materials in accordance with these terms (or any further instructions provided by Company at the point of delivery or distribution of the Program Materials) as a Certified Mindfulness Meditation Teacher. 

9. Other Professional Requirements. If Licensee is providing instruction related in any way to the Program Materials in conjunction with or under a professional license (e.g. as a therapist or medical provider, etc.), it is Licensee’s duty to maintain all requisite professional or business licenses so long as Licensee is providing any instruction or support related in any way to the Program Materials as a Certified Mindfulness Meditation Teacher whether separately or in conjunction with any work currently being done under a professional license. 

10. Reputation. Licensee agrees to represent him/herself and his/her knowledge of all information contained in the curriculum or Program Materials in a manner that does not reflect adversely on the name and reputation of the Company. 

11. Professional Use Only. Licensee agrees that this Agreement limits the use of the Program Materials to Licensee’s use directly in supporting clients through Licensee’s business. Licensee shall not use the Program Materials to certify others. All certifications related to the Program (and becoming a Certified Mindfulness Meditation Teacher may only be offered and provided by Company. 

12. Materials, License & Intellectual Property Rights. Licensee will be furnished information, resources, and tools, which may be contained in a digital library or other online format as part of the certification training or separately as part of the white-labeled teaching curriculum (referred to above and below herein as “Program Materials”) from Company that are subject to U.S. and International laws protecting intellectual property, including copyrights. The Company, at all times, retains all rights, including intellectual property rights, in its Materials, works, creations, routines, systems, methods, curriculum, and all related information produced directly by Company or its representatives. 

The Program Materials, unless specifically identified for white-labeled use within the Program or at the point of delivery or distribution of the Program Materials, may not be duplicated, copied, reproduced, published or displayed in any form without the prior express written permission of the Company and without attribution as required by Company. Except where expressly authorized, Licensee may not apply any proprietary marks on the Materials. 

Under no circumstance may Licensee apply a copyright notice or otherwise claim intellectual property rights in and to the Program Materials. Licensee is being granted a revocable, non-exclusive, worldwide license to use the Program Materials in accordance with this Agreement. Further, Licensee may not create any derivative works thereof to which it claims authorship or ownership, and may not use the Program Materials (or any derivatives thereof) to train other instructors or attempt to certify others in the work, which is strictly prohibited. 

The use of any Program Materials provided by the Company to Licensee are to be used in strict accordance with this Agreement and with any additional written instruction which is provided along with the Program Materials at the time of distribution. Licensee may use these Program Materials with clients only as directed. The definition of Program Materials is to be broadly construed and specifically includes, but is not limited to, audio, video, electronic (digital) or hard copy files, including manuals, printed instructions, illustrations, diagrams, brochures, PDFs, or other documentation provided to Licensees for purposes of instruction in the Program. 

13. Limitations. Materials marked “confidential” or “proprietary” by the Company may not be disclosed to clients or any third party and are for personal use only in the learning and implementation of Licensee’s instructive programs. Licensee shall not make any copies, electronic or otherwise of the Program Materials or curriculum that comprises the Program unless done in compliance with any direction provided by Company at the time of distribution. Licensee agrees to distribute only the information or materials approved for such use and supplied by the Company. Licensee agrees that he or she will not teach, use, display or distribute the information provided as part of the system in any way that would violate the terms of this Agreement or the directions provided along with the Program Materials at the time of distribution. If Licensee is not clear on the proper use of any material, Licensee will immediately contact the Company for clarification and assistance regarding proper use. 

14. Standards. The Company desires to ensure that all Participants are able to complete the Program and utilize their certification as a Certified Mindfulness Meditation Teacher in their business, and in accordance with Company standards, including as the Program evolves, where applicable.

Please revisit the requirements detailed in section 1 above, to ensure that you are able to meet all requirements of the Program and at the standards required by Company.  

A Trainee will not become a Certified Mindfulness Meditation Teacher without successful completion of all of the above requirements. 

15. Modifications. Modifications of the techniques or other information contained in the Program Materials provided to Licensee are considered derivative works and are the exclusive property of the Company unless otherwise released or assigned to Licensee in a separate written agreement. Modifications include translations, editorial revisions, interpretive matter, annotations, elaborations or other adaptations or forms of presentation that are based on the original Company work. Modifications may be made only with specific written permission from the Company. 

16. Additional Licensees. This Agreement does not permit Licensee to authorize, transfer or extend to others any rights to use the curriculum or Program Materials from the Program as a Certified Instructor. All Licensees must be trained via the same certification program offered only by the Company, and no one, including other instructors at Licensee’s business or place of employment, is permitted the use of the materials or work provided by the Company without first becoming a Certified Mindfulness Meditation Teacher through the Company.

17. Royalties. There is no obligation for the payment of royalties on income derived from use of the Program Materials as part of Licensee’s work with clients. This Agreement does not grant permission to use, promote or sell the proprietary information or training materials provided by the Company for any purpose other than in Licensee’s client work in accordance with this Agreement. 

18. Non-Compete. Licensee shall not be permitted to continue utilizing the Program Materials or any portion of the curriculum presented by the Company if Licensee violates the terms of this Agreement. 

The Company’s curriculum, including the information contained in the Program Materials, is proprietary and at all times remains the sole and exclusive property of the Company. The Licensee agrees that it will not develop any curriculum that is based upon or duplicates the Company’s curriculum following the conclusion or termination of the Certification Program or Licensing relationship or this Agreement. This provision is to be interpreted broadly and in favor of the Company to protect the Company’s intellectual property and proprietary information, methods, products and systems. 

19. Relationship. Licensee is not Company’s employee, agent or representative and has no authority to bind or commit Company to any agreements or other obligations. 

20. Additional Costs. Licensee is responsible for all costs associated with operating its business including utilizing the Company’s certification program in support of Licensee’s work with its clients. 

21. Disclaimer of Warranties & Earnings. The Company does not make any warranties or representations as to the success of, the value, or role of the Company’s certification program. Company does not guarantee any earnings or value will be derived or achieved in the Licensee’s business based on the use of the Company’s certification program. 

22. Program Updates. So long as Licensee is providing services that utilize the Program Materials or Licensee’s certification as a Certified Mindfulness Meditation Teacher, Licensee agrees to notify the Company of any change in address, phone number and email so that the Company at all times is able to keep Licensee up-to-date and informed on any changes to the Program. 

23. Reservation of Rights. Licensor hereby reserves an irrevocable, nonexclusive right in the Program, the Program Materials, and in all underlying Intellectual Property Rights, including know-how and related information, which Licensor may use for any purposes without restriction including for purposes beyond the scope of the Program.

24. Auditing and Right to Inspect. Company reserves the right to perform audits, to inspect the use of the Program Materials (any licensed content) in Participant (Licensee’s) business in accordance with the terms of this Agreement, as may be reasonably necessary. The Audit may occur by any reasonable means including by requesting all records as are reasonably necessary to determine how and to what extent the Program Materials are being used, accessed, and kept protected by Licensee in accordance with this Agreement. 

25. Advertising Policy and Restrictions. Licensee agrees not to engage in any advertising practices which are false or deceptive or which make misleading claims as to the Company, Licensee’s business, or the Program Materials.

26. Media Consent. Without expectation of compensation or remuneration, now or in the future, You give your consent to the Company to capture and include your image, likeness, and voice, in photographic, video or audio recordings created during the Program (whether on-line or in-person), all of which may be used for any commercial purpose, including future marketing or advertising purposes without limitation.

27. Disclaimer & Damage Waiver. USE OF SERVICES COVERED BY THIS AGREEMENT (INCLUDING ANY LIVE EVENT / IN-PERSON PORTION OF THE SERVICES) AND ANY CONTENT PROVIDED THEREIN IS AT YOUR OWN RISK. The Company and its representatives are not responsible for any physical or non-physical damages imagined, perceived, or otherwise sustained as a result of your participation in the Program, the Facility hosting any Live Event as part of the Program, or any information or content provided therein, including information provided by the Company or 3rd party presenters or other experts. You bear sole responsibility for the use and implementation of this Program in your business or life. There are no guarantees as to the progress or outcomes that may result from your participation in the Program and You are responsible for the results You achieve. You agree that we are not, nor shall ever be, liable to You or anyone else for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other damages arising out of your participation in the Program, including any Live Event portion of the Program, including due to the actions, statements or behavior of any third parties or other participants, or conditions of the host Facility. Notwithstanding anything to the contrary contained in this Agreement, the Company’s liability to you for any cause whatsoever and regardless of the form of action, will at all times be limited to the amount paid, if any, by you to the Company for the services during the term of the Program. 

28. Earnings Disclaimer. RESULTS ARE NOT GUARANTEED. Any statement made on the website or in the program regarding income or earnings are provided as examples only, and do not guarantee you future earnings or income. Please note that the stated results are not typical and there is no guarantee that you will achieve the same or similar results. As with any endeavor, results may vary, and depend on a wide variety of factors including, but not limited to, your skill, knowledge, ability, dedication, business savvy, network, and financial situation. The use of any programs, products or services offered through the Company should be based on your own due diligence. You agree that the Company (including its agents, representatives, sponsors, promoters, advertisers or affiliates), are not responsible for the success or failures you experience in your business or life.

29. Cooperation/ Further Assurances. The Company and Licensee agree to cooperate with each other and provide such assistance as may be reasonably requested in connection with the fulfillment of the Parties’ respective obligations under this Agreement. 

30. Amendment and Waivers. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or a succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. 

31. Binding Effect. This Agreement shall be binding upon and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Licensee shall have no right to assign this Agreement, by operation of law or otherwise, or subcontract or otherwise delegate the performance of the duties or the Services anticipated by this Agreement. 

32. Termination. This Agreement shall be terminated within 30 days of Participant / Licensee failing to fulfill and subsequently cure within that 30-day period any obligation under this Agreement. 

However, Company may terminate this Agreement with 14 days written notice to Licensee if, in the sole discretion of Company, Licensee through its services or business practices, is engaging in a practice that reflects adversely on the name and reputation of the Company and Licensee fails, within that timeframe to cure the issue which cure shall be subject to approval by Company. 

If Participant remains in breach of any term or requirement within this Agreement, Company may terminate this Agreement and any rights hereunder immediately and without a further notice period. Upon termination or cancellation of this Agreement, Licensee will no longer be able to use the title Certified Mindfulness Meditation Teacher or the Program Materials in Licensee’s work or business.

33. Injunctive Relief. The Parties agree that in the event of a breach or threatened breach of this Agreement by Licensee, the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement, in addition to any other remedies available in law or equity. 

34. Notices. Any and all notices, demands, or other communications desired to be given hereunder by any party shall be in writing and may be validly given or made to another party if sent via email (and confirmation of receipt provided by recipient, which may not be unreasonably withheld), if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested.  Such communications shall be effective when they are received by the addressee; but if sent by certified or registered mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.

IF TO THE PARTICIPANT/LICENSEE: By email to Participant’s email used to sign up for the Program.

IF TO THE COMPANY:Mindfulness Exercises, LLC

By email to [email protected] with “CERTIFICATION AGREEMENT” in the subject line.

35. Entire Understanding. This document and any documents referenced herein constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations, whether express or implied, written or oral, are hereby terminated and canceled in their entirety and are of no further force and effect. 

36. Governing Law. This Agreement and any action related thereto shall be governed by the laws of the State of California without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in federal and state courts sitting in Alameda County, California.

37. Dispute Resolution. In the event of any disputes governed by this Agreement, the Parties agree to first negotiate directly with each other and make best efforts to attempt to resolve the disagreement, second, to mutually choose an independent, third-party mediator and jointly share the costs of such mediation which shall be completed within 30 days of submitting a request to the other Party for mediation, and third, to use binding arbitration in lieu of pursuing litigation. If arbitration is not permitted by applicable law, the Parties agree to pursue their rights in a court subject to the terms of this Agreement. In either arbitration or litigation, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the other Party.

38. Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. 

39. Counterparts. This Agreement may be executed in counterparts, by signatures transmitted by facsimile or through electronic means, each of which shall be deemed an original and which together shall constitute one and the same agreement. 

40. Authority. By indicating your consent (via “check the box”, initials, or submission of payment), you warrant and represent that you have authority to enter into this Agreement and will remain responsible for your obligations hereunder, and that the Agreement is valid and binding and enforceable in accordance with its terms. 

41. Contact. If you have any questions regarding this Agreement or any aspect of our services, please contact the Company at [email protected]


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