Please confirm that you agree to the Certification Agreement Below(Required) I agree
Certification Agreement:
Certified by: Inner Bonding Educational Technologies, Inc.
15332 Antioch St., Pacific Palisades, CA 90272
innerbonding@innerbonding.com
www.innerbonding.com
Subject to the terms and conditions of this Agreement, Inner Bonding® Educational Technologies, Inc. (“IBET”) hereby grants the Certified Inner Bonding Facilitator or the Inner Bonding Facilitator in Training (“Facilitator”) the rights to facilitate, promote, and translate the Inner Bonding Eight-Week Course (collectively “Inner Bonding Program”), outlined in the materials (“Inner Bonding Materials”) provided to the Facilitator. Those materials are included in this Agreement by reference.
Subject to the terms of this Agreement, IBET grants Facilitator permission to use certain intellectual property owned by IBET including:
a. IBET’s “Certified Inner Bonding Facilitator” logo for Certified Facilitators, approved images of Dr. Margaret Paul, “Inner Bonding” Name, and other IBET proprietary Marks as designated by IBET, including those images posted on Inner Bonding website (www.innerbonding.com, Facilitator Graphics), all collectively referred to in this Agreement as the “Marks”;
b. Trade secrets and other intellectual property including, but not limited to, materials contained on www.innerbonding.com, manuals, handouts, and recorded materials (collectively, ”Inner Bonding Materials").
Facilitator desires to translate the course to instruct others in Inner Bonding. This Agreement sets forth the agreements, rights, and obligations of the parties.
1. FACILITATOR RESPONSIBILITIES
* Facilitator has made his or her best efforts to embody the knowledge taught through the programs offered by IBET, and use the tools he/she teaches as part of Programs.
* Facilitator will occasionally be asked to participate in Zoom planning meetings and/or other conferences in their role as a Facilitator of the Inner Bonding program.
* Facilitator shall actively recruit new participants for the course in their country. IBET must give written permission to use any materials that mention any IBET program or are for the purpose of enrolling participants in IBET programs before such materials are used.
* Facilitator is qualified and authorized to translate IBET materials subject to the rules and guidelines provided by IBET, at such times and locations as approved in writing by IBET.
* As a Facilitator, Facilitator has full responsibility to see that all aspects of the Programs in which he or she is presenting are properly prepared and implemented. This shall include helping to resolve any issues that may arise to ensure the smooth function of the course.
* Facilitator shall make him or herself reasonably available to answer questions from course participants, and will further facilitate for a fee if any participant requires further facilitation, Facilitator may charge a fee for providing such assistance.
2. CERTAIN REPRESENTATIONS OF FACILITATOR
This is a contract and agreement committed to establishing a high standard of professional communication and a high quality of work that includes understanding the professional conduct responsibilities required of a Facilitator of IBET.
a. Facilitator agrees to obtain all training and certification reasonably required by IBET.
b. Facilitator agrees to use Inner Bonding Name, Logo, Website, Marks, and Inner Bonding Materials, as set forth in IBET’s training materials, and only as set forth therein, on all materials promoting Inner Bonding Program, consulting or presentations, and only when promoting said courses, consulting or presentations.
c. Facilitator agrees that all information relating to IBET and Inner Bonding Program that is known to be confidential or proprietary, or which is marked as such, shall be held in confidence by Facilitator and shall not be disclosed to third parties or used by Facilitator except to the extent that such disclosure or use is reasonably necessary to the performance of Facilitator’s duties and obligations under this Agreement.
d. Facilitator agrees not to copy, share, lend, or borrow any proprietary training material, recordings or any other information obtained from IBET unless otherwise specified in IBET’s training materials. Facilitator shall inform all persons with access to IBET’s training and other proprietary materials that such information is the proprietary, trade secret information of IBET, and Facilitator shall obtain each such person’s agreement not to use or disclose such information to third parties except for use in furthering Facilitator’s business for so long as Facilitator is a Facilitator hereunder. Facilitator agrees to abide by all restrictions outlined below in “Prohibited Activities.”
e. Facilitator agrees not to use Inner Bonding® Educational Technologies, Inc. Names, Logos, or other Marks to produce or advertise any coaching, consulting, class or presentation that has not been authorized in writing by IBET.
f. Facilitator understands that Facilitator is not an employee of IBET. Facilitator’s status as a Certified Inner Bonding Facilitator or Facilitator in Training is that of an independent contractor. This Agreement does not constitute and shall not be construed as creating a partnership, joint venture, or an employee-employer relationship.
g. Facilitator understands that this Agreement may be terminated as set forth below under “Termination”, including if Facilitator breaches any representation, warranty or agreement made in this Agreement.
h. Facilitator understands As of December 1, 2009, the Federal Trade Commission has made effective new guidelines regarding the use of endorsements and testimonials in advertising. These guidelines affect what is required of Facilitator when Facilitator recommends products or programs offered by Inner Bonding Technologies.
If Facilitator is selling or recommending any product or program which Facilitator has not created (such as Inner Bonding products and programs), Facilitator is required, among other things, to:
i) disclose that Facilitator has actually used the product or program Facilitator is selling or endorsing
ii) disclose how the Facilitator is qualified to make such an endorsement (e.g. as a certified Inner Bonding Facilitator or Facilitator in Training.)
iii) disclose that Facilitator will receive a commission if the product or program is purchased through Facilitator or through a link Facilitator provides Facilitator hereby agrees to follow the guidelines as outlined by the FTC and if requested, IBET will provide a copy of the FTC guidelines for Facilitator’s reference.
3. USE OF Inner Bonding OR IBET LOGOS AND NAMES
Facilitator may use the Marks, Inner Bonding Program Name, Inner Bonding Materials, Logo and the term "Certified Inner Bonding Facilitator" or “Inner Bonding Facilitator in Training” only for approved consulting and workshops as described in the Inner Bonding Materials.
When presenting any works based upon principles, concepts, or proprietary teachings obtained through IBET training or any other IBET proprietary material, the statement, "based on the work of Dr. Margaret Paul and Dr. Erika Chopich", must be included in all such works that are publicized regardless of the medium in which the works are presented, and even if the works are not presented as Inner Bonding Materials.
Facilitator may not create any product or program based on Inner Bonding Materials without the express written permission of IBET.
Online marketing of any works based upon principles, concepts, or proprietary teachings obtained through IBET training or any other IBET proprietary material, shall be subject to IBET’s written approval and consent. IBET may, at its sole discretion, require that Facilitator cease any online marketing activities that IBET deems as detrimental to the expansion of Inner Bonding Materials to more people.
In using the Marks and Inner Bonding Materials, Facilitator shall acquire no rights thereto except the rights to use the Marks and Inner Bonding Materials in accordance with this Agreement, and Facilitator agrees to fully cooperate with IBET when requested by IBET to assist IBET in perfecting or registering rights to the Marks and Inner Bonding Materials.
4. PERMISSION TO USE
Subject to the other terms of this Agreement, IBET grants Facilitator non-exclusive rights to use the Marks and Inner Bonding Materials, including recorded material, for the purpose of conducting and promoting Inner Bonding Program, including Inner Bonding workshops and consultations. This Permission does not allow Facilitator to share Inner Bonding Materials for the purpose of teaching others to teach the Inner Bonding Program. Only IBET and those expressly designated by it may train Certified Inner Bonding Facilitators.
Facilitator is granted permission to use images found on Inner Bonding website (www.innerbonding.com) for the press and those in the secure area of the site called “Facilitator Graphics” in conjunction with their marketing and presentation of Inner Bonding materials.
5. PROHIBITED ACTIVITIES
This Agreement is limited in the following respects and violation of any of the terms of this provision will be a breach of this Agreement.
a. Facilitator shall not reproduce, sell or distribute any components of Inner Bonding Materials as a physical product or digital download, except as specifically set forth in the training materials.
b. Facilitator shall not create products or programs based on Inner Bonding materials, without the express written permission of IBET.
c. Facilitator shall not claim to be the author or the copyright holder of any part or the whole of Inner Bonding Materials.
d. Facilitator shall not imply or infer in any way whatsoever, on any sales material, advertising or in any communication with prospective or present customers, or otherwise, that Facilitator is a partner or employee of IBET.
e. Facilitator may not add to or change Inner Bonding Materials in any way.
f. Facilitator shall not receive any rights to any other IBET product, sales letter, or graphic other than what is granted in this Agreement with respect to Inner Bonding Program.
g. Facilitator may not associate Inner Bonding Program with any illegal, immoral or unethical activities or any other activities that would in any way damage the goodwill or reputation of IBET in the U.S. or any other country.
h. Facilitator shall not make any false or misleading statements in connection with its offers or sales of products or services as a Certified Inner Bonding Facilitator or Facilitator in Training hereunder.
6. INDEPENDENT INVESTIGATION
IBET makes no warranties or representations with regard to Facilitator’s ability to sell Inner Bonding Program or other IBET products or services or the revenues that Facilitator may derive from his/her association with IBET and Inner Bonding Program. This Agreement supersedes any and all communications of any kind whatsoever including statements on sales pages, email communications or otherwise. Facilitator acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. Facilitator understands that IBET may at any time operate businesses and/or Websites that are similar to or compete with Facilitator’s business as a Certified Inner Bonding Facilitator and/or Facilitator’s Website. Facilitator understands that results may vary, as with any business opportunity. Success in ANY business opportunity is a result of hard work, time and a variety of other factors. No express or implied guarantees of income are made as a result of participating in promoting and translating this program.
7. AGREEMENT TERM
This Agreement shall be valid from the signature date to the last day of the same month, one year following the signature date (the “initial term”). Subject to the other terms of this Agreement, and unless terminated as provided herein, the Agreement will automatically be renewed each year for a renewal term of twelve consecutive months after the initial term.
8. DEFAULTS
Facilitator and IBET shall be in default in the event that either party breaches a representation, warranty or agreement contained in this Agreement.
9. TERMINATION
a. Either party may terminate this Inner Bonding Agreement at any time, for any reason, by giving 60-days’ notice in writing to the other party. After any such termination, to be reinstated as a participant in this program, a new Agreement for a new Agreement Term is required, and neither party shall be under any obligation to enter into any such agreement.
b. In the event of any breaches by Facilitator or IBET of any of representations, warranties or agreements in this Agreement, the other party will give 30 days’ written notice of default. If a party fails to cure the default within that time period, the other party shall have the right to terminate the Agreement. In addition, notwithstanding the foregoing, IBET shall have the right to:
(i) immediately, by written notice to Facilitator, suspend the Facilitator’s use of the Marks and Inner Bonding Materials and to suspend the Facilitator from his/her conduct of workshops or courses in or facilitate the Inner Bonding Program in the event IBET determines for any reason that the Facilitator is no longer a suitable representative of Inner Bonding Program, with such suspension to continue until such time as IBET is, in its sole discretion satisfied that Facilitator can effectively represent the Inner Bonding Program, and
(ii) immediately terminate this Agreement, by written notice to Facilitator, in the event Facilitator breaches its agreement not to use or disclose the Marks or Inner Bonding Materials other than as expressly permitted in this Agreement or the Facilitator uses the Marks or Inner Bonding Materials in violation of this Agreement and which, in IBET’s sole discretion, could put IBET in legal or financial jeopardy.
iii. Upon termination of this Agreement, the parties will promptly pay all outstanding amounts due to the other party.
iv. Upon termination of this Agreement, Facilitator will purge from its computer systems, storage media and other files and, at IBET’s option, destroy or deliver to IBET or its designee all copies containing the Marks and all Inner Bonding Materials within Facilitator’s possession or control related to the Inner Bonding Program.
v. Upon termination of this Agreement, Facilitator will deliver to IBET a notarized affidavit, which certifies that Facilitator has complied with all of its termination obligations contemplated under this Agreement.
vi. The provisions of Sections 2 c, d, and e, and Sections 12,13,14,15 will survive the expiration or termination of this Agreement.
10. LIMITATION ON IBET LIABILITY
UNDER NO CIRCUMSTANCES WILL IBET OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF FACILITATOR OR ITS CUSTOMERS ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. EXCEPT FOR SECTION 15 (INDEMNIFICATION BY IBET), IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH IBET, ITS REPRESENTATIVES AND RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO IBET BY FACILITATOR FOR THE SPECIFIC ITEM THAT DIRECTLY CAUSED THE DAMAGE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the United States and the States of California and Colorado.
12. DISPUTES
In the case of any dispute, which the parties cannot resolve amicably between themselves, a mediator agreeable to both parties will be selected to assist in resolving the dispute. Fees for such mediation will be split equally between the parties.
If any dispute cannot be resolved through mediation within 90 days of written notice to the other party, any and all claims and actions arising out of this Agreement, or otherwise, shall be settled in Larimer County, Colorado in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to all costs in resolving any disputes, including reasonable attorney’s fees. Neither the existence of such proceedings nor the results thereof shall be disclosed to any third party, unless expressly required by law.
Notwithstanding the foregoing, IBET may commence an action in the courts of Colorado to temporarily or permanently enjoin any breach or threatened breach of the restrictions on Facilitator with respect to the use or disclosure of the Marks or Inner Bonding Materials or other intellectual property of IBET, without the necessity of posting any bond or other security, and in such action, IBET may also seek whatever damages it is entitled to. Facilitator consents to the exclusive jurisdiction of the federal and state courts of Colorado to resolve any such disputes. The prevailing party in any such litigation shall be entitled to all costs of resolving the litigation, including reasonable attorney’s fees.
13. NOTICES
Any notices under this Agreement shall be in writing and given by fax, certified mail (return receipt requested), or personal delivery. Notices shall be deemed given when received in the case of notices by fax or personal delivery. Notices by mail shall be deemed given three business days after deposit in a U.S. mail receptacle properly addressed. Notices to IBET shall be sent to it at: Inner Bonding® Educational Technologies, Inc.,15332 Antioch St., Pacific Palisades, CA 90272, fax number: 310-459-1727.
14. SEVERABILITY
The parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any or all of the other terms or provisions of this Agreement, which shall continue in full force and effect.
15. INDEMNIFICATION
a. Indemnity by IBET. If an action is brought against Facilitator or its officers, directors, employees or related persons claiming that the Marks or Inner Bonding Materials infringes a trademark, copyright or misappropriates a trade secret, IBET will defend such persons at IBET’s expense and, subject to Section 9, pay the damages and costs finally awarded against Facilitator or that IBET agrees to pay in any settlement in the infringement or misappropriation action, but only if
(i) Facilitator notifies IBET promptly upon learning that the claim might be asserted,
(ii) IBET has sole control over the defense of the claim if it is fully able to defend and pay any award, and
(iii) Facilitator provides reasonable cooperation to IBET in the defense of the claim.
b. Infringement Remedy. If any infringement or misappropriation claim with respect to the Marks or Inner Bonding Materials may be or has been asserted, Facilitator will permit IBET, at IBET’s option and expense, to:
(i) procure the right to continue using the Marks and Inner Bonding Materials,
(ii) replace or modify the Marks or Inner Bonding Materials to eliminate the infringement or misappropriation while providing functionally equivalent performance or
(iii) terminate this Agreement with respect to the affected intellectual property and pay Facilitator any damages to which it is entitled.
c. Limitation. IBT will have no indemnity obligation to Facilitator if the infringement or misappropriation claim results from the combination of the Marks or Inner Bonding Materials with other items not provided by IBET. Facilitator acknowledges that this Section 15 states Facilitator's exclusive remedy and IBET’s sole liability in connection with any claim of infringement or misappropriation.
d. Indemnity by Facilitator. Facilitator will indemnify and hold IBET and its officers, directors, employees and other related persons harmless from and against any damage, loss, liability or expense (including lawyers’ fees) that IBET may incur
(i) with respect to any negligent act or omission by, or willful misconduct or violation of law of, Facilitator’s employees or agents or
(ii) as a result of:
(a) any breach by Facilitator of any warranty, condition, representation, agreement, indemnity or guarantee made by Facilitator hereunder or provided by law,
(b) any omission or inaccuracy in Facilitator’s advertisements and promotional materials that relate to the products and services offered by Facilitator as a Certified Inner Bonding Facilitator or Inner Bonding Facilitator in Training,
(c) any modification of or addition to the Marks or Inner Bonding Materials not provided or approved by IBET. This Section will not be construed to limit or exclude any other claims or remedies which IBET may assert under this Agreement or by law. If an action is brought against IBET or its officers, directors, employees or related persons as to which they are entitled to indemnification hereunder, Facilitator will defend IBET and such other persons, at Facilitator’s expense and pay the damages and costs finally awarded against IBET or that Facilitator agrees to pay in any settlement in the action, but only if
(i) IBET notifies Facilitator promptly upon learning that the claim might be asserted,
(ii) Facilitator has sole control over the defense of the claim if it is able to fully defend and pay any award, and
(iii) IBET provides reasonable cooperation to Facilitator in the defense of the claim.