YOGA MEDICINE, LLC
Therapeutic Specialist Certification Agreement

This Therapeutic Specialist Certification Agreement (“Agreement”) confirms that, as of the Effective Date, the individual who has registered under this Agreement (“Instructor”) has satisfied the requirements established by Yoga Medicine, LLC, a Washington limited liability company (“Yoga Medicine”), to become a certified Yoga Medicine® Therapeutic Specialist. Accordingly, upon completion of on-line registration and effective as of the Effective Date, the Instructor shall be entitled to identify herself or himself as a Yoga Medicine® Certified Therapeutic Specialist as set forth in, and subject to, the terms and conditions of this Agreement.

1. Grant of License for Authorized Use of the Yoga Medicine® Therapeutic Specialist Designation. In consideration for the promises made herein, starting on the Effective Date, and continuing through the Term of this Agreement as set forth in Section 4 below, and subject to the terms and conditions set forth herein, Yoga Medicine grants to Instructor the following rights, collectively known herein as the “License:”
   • 1.1. The right to hold himself or herself out as a Yoga Medicine® Certified Therapeutic Specialist in connection with the instruction that she or he offers to students, and
   • 1.2. To display the Yoga Medicine® Certification Mark (the “Mark”) as applicable to the Instructor’s applicable level of certification exactly as the Mark appears below.
   • 1.3. Benefits of Certification. Yoga Medicine will include the Instructor on its list of certified yoga instructors as published and/or posted by Yoga Medicine, at Yoga Medicine’s sole discretion, throughout the Term of this Agreement.
2. Scope and Limitations of License. The License is limited, personal, non-exclusive, nontransferable, and terminable by Yoga Medicine as provided in this Agreement. Except and to the extent Yoga Medicine provides written consent to the contrary, the License granted hereby is subject to the following limitations:
   • 2.1. Yoga Medicine reserves all rights under trademark, copyright and other intellectual property laws in and to the Mark and the techniques, curriculum, and other materials originating and/or associated with Yoga Medicine (collectively, the “Methods”).
   • 2.2. Instructor shall not adapt, fuse, or change the Methods for Instructor’s own instruction or dissemination to others.
   • 2.3. The specified version of the Mark may be displayed on business cards, advertisements, social media postings and communications, websites, and signage used by the Instructor in connection with yoga instruction provided by the Instructor and for no other purpose without the prior written authorization of Yoga Medicine. No other claim of certification and/or affiliation with Yoga Medicine may be used by the Instructor.
   • 2.4. Instructor shall not display or use the Mark in association with any instructional services rendered by Instructor by webinar, video, teleconference, distance-learning, and/or any other methods or technologies of any kind other than in person.
   • 2.5. Instructor shall not use the Mark for branding of, or display the Mark on any, products for sale by Instructor.
   • 2.6. Instructor shall not use the Mark or Yoga Medicine® as a part of its trade name, domain name, or branding.
   • 2.7. Instructor shall not alter the Mark.
   • 2.8. Although Instructor may hold herself or himself out as a Yoga Medicine® Certified Therapeutic Specialist in connection with the instruction that she or he offers to students, Instructor shall not state or imply that the instruction offered by Instructor originates with or is presented by Yoga Medicine.
3. Continuing Education. As a condition of maintaining the license to use the Mark and the Yoga Medicine® Therapeutic Specialist designation, the Instructor shall enroll in and satisfactorily complete not less than ten (10) hours of continuing education in the field of yoga instruction specified and approved in advance by Yoga Medicine as the continuing education requirement for maintaining the certification, during the initial period of the Term and each renewal period.
4. Term. The term (“Term”) of this Agreement shall commence as of the Effective Date and shall remain in effect for an initial period of one (1) year, following which this Agreement shall automatically renew on the anniversary of the Effective Date for an unlimited number of additional one (1) year periods, unless earlier terminated as set forth in Section 6 below (collectively, the “Term”).
5. Instructor’s Obligations. Throughout the Term, the Instructor shall not conduct himself or herself and his or her business in a manner that, in the opinion of Yoga Medicine, reflects adversely on the name and reputation of Yoga Medicine.
6. Termination. Yoga Medicine shall have the right to terminate this Agreement as set forth below.
   • 6.1. At any time in the event of any breach or default of this Agreement by the Instructor which, for the first such breach during the Term, is not cured to Yoga Medicine’s satisfaction within thirty (30) days of notice in writing from Yoga Medicine (except that no cure period is required for any breach or default that is not capable of cure), or, for any subsequent such breach during the Term, immediately and without any cure period.
   • 6.2. At any time starting on the second anniversary of the Effective Date if the Instructor fails to satisfy the Approved CE requirements then in effect as set forth in Section 3 above.
   • 6.3. Starting on and after the second anniversary of the Effective Date, and in the event that Yoga Medicine elects to discontinue the certification of instructors, and/or to change the terms and conditions on which certification of instructors is granted, Yoga Medicine shall have the right to terminate this Agreement by giving notice of termination in writing to the Instructor. Any such termination shall be effective at the next anniversary of the Effective Date following the notice of termination.
   • 6.4. Starting on and after the anniversary of the Effective Date, for any reason in Ambassador’s discretion, Ambassador shall have the right to terminate this Agreement by giving notice of termination in writing to Yoga Medicine.
   • 6.5. Effects of Termination. Upon termination, the Instructor shall (i) immediately and permanently discontinue any and all use of the License, and shall not hold herself or himself out as a Yoga Medicine® Certified Therapeutic Specialist, (ii) return to Yoga Medicine any property that Yoga Medicine may have entrusted to the Instructor, on demand, and (iii) destroy and certify the destruction of all materials on which the Mark appears. However, the following provisions of this Agreement shall survive the termination of this Agreement: Section 6.1 (Effects of Termination), Section 7 (Assurances), Section 9 (Non-Disclosure and Non-Use), and the general provisions in Sections 10 through Section 19 below.
7. Assurances. Instructor represents and warrants to Yoga Medicine that she or he is free to enter into and perform her or his obligations under this Agreement, and that any services rendered and/or materials used by the Instructor in the course of rendering instructional services are not defamatory, will not infringe upon any copyright, trademark or other proprietary right of any other person, are not negligent or defective in any manner, and will not violate any right of privacy or publicity of any third party. The Instructor agrees to indemnify, defend and hold Yoga Medicine and its members, officers, directors, employees and contractors harmless against any loss, liability and/or expense of any kind whatsoever that arises out of or is in any manner connected with, or is claimed to arise out of or be in any manner connected with the performance of this Agreement, or resulting from a claim which, if true, would violate any of the foregoing representations and warranties and/or the breach or default of any obligation of the indemnifying party under this Agreement. By way of example only, Instructor’s foregoing indemnity obligations extend to and include any loss, liability and/or expense resulting from any claim based in whole or in part on the alleged negligent, tortious and/or other wrongful conduct of Instructor, whether in the course of operating the Instructor’s business or otherwise.
   • 7.1. Contracts with Third Parties. The Instructor is required to include the following clause in any agreements with third parties that provide goods, services, intellectual property and/or premises to the Instructor:
8. Insurance. At all times during the Term of this Agreement, the Instructor, at her or his own expense, shall procure and maintain in full force and effect insurance policy for teaching yoga. Yoga Medicine recommends limits of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate.
9. Non-Disclosure and Non-Use. If Yoga Medicine elects to disclose any of its confidential or proprietary information and/or trade secrets (“Confidential Matter”) to the Instructor, and/or if the Instructor learns or observes any of the Confidential Matter in the course of his or her dealings with Yoga Medicine, the Instructor shall hold the Confidential Matter in trust and confidence at all times, and shall not disclose the Confidential Matter to any person and/or use the Confidential Matter for any purpose.
10. Arbitration. Any dispute arising from this Agreement shall be submitted to binding and confidential arbitration in Seattle, Washington, by arbitrator(s) to be mutually selected by the parties, and any award issued in such arbitration may be entered and enforced as a judgment in any court of competent jurisdiction. If the parties cannot agree on the selection of arbitrator(s), either party may petition any court of competent jurisdiction in Seattle, Washington, to compel arbitration. The parties expressly acknowledge and agree that Yoga Medicine’s ownership of rights in and to the Yoga Medicine Methods shall not be within the jurisdiction of the arbitrators. Notwithstanding the foregoing, each party is entitled to conduct reasonable discovery and to seek interim relief, including but not limited to temporary, preliminary and permanent injunctive relief, during the pendency of any such arbitration and/or to enforce the terms of any award. The prevailing party in any such arbitration shall be entitled to recover attorneys’ fees and costs. Except as specifically set forth above, the parties hereby waive their right to trial, including trial by jury.
11. Jurisdiction. This Agreement is entered into and is to be substantially performed in the City of Seattle, State of Washington, and shall be subject to the laws of the State of Washington and the United States of America. Accordingly, jurisdiction and venue for any action arising from or relating to this Agreement (such as, by way of example, a petition to compel arbitration) shall be in any court of competent jurisdiction in the City of Seattle. The parties hereby expressly consent to the jurisdiction of such courts and agree to accept service of process by mail. The prevailing party in any such action shall be entitled to recover actual attorneys’ fees and costs from the losing party.
12. Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties except that the duties and obligations of the Instructor under this Agreement are personal to the Instructor, and the Instructor shall not delegate any such duties or obligations to any third party.
13. No Partnership, Employment or Other Legal Relationship. The parties acknowledge and agree that they are independently contracting parties dealing at arm’s length with each other, and no partnership or joint venture, fiduciary relationship (except pursuant to the duty of non-disclosure and non-use arising from Section 9 above), co-authorship, principal-agent, employer-employee, and/or franchise is created between them. The relationship between Yoga Medicine and the Instructor is to be governed solely by the terms of this Agreement.
14. Notices. Any legal notice given by one party to the other party in connection with this Agreement shall be given by traceable mail to the following addresses, except as such addresses may be changed from time to time during the term of this Agreement.To Yoga Medicine: 7310 W. 52nd Ave #A-307, Arvada CO 80002
    To Instructor: address as submitted by Instructor during on-line registration.
15. Entire Agreement. This Agreement constitutes the entire agreement of the parties, and supersedes all prior communications, negotiations, understandings and agreements between them, regarding the matters expressly set forth herein.
16. Severability. In the event that any term or provision of this Agreement is held to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect on its remaining terms and provisions.
17. Amendment, Modification, and Waiver. No amendment or modification of any of the terms of the Agreement, and no waiver of any of its terms or conditions and/or any breach or default, shall be binding unless in writing and signed and/or initialed by both parties.
18. Counterparts. This Agreement may be signed in any number of counterparts, and all counterparts bearing an original signature shall constitute one binding agreement. A scanned copy, a photocopy, or a faxed copy of a counterpart bearing original signature (s) may be used in place of the original document for any purpose.
19. Additional Documents. The Instructor agrees to execute and deliver such additional documents as the Instructor may request in order to give full force and effect to the terms of this Agreement, including but not limited to the ownership of intellectual property by Yoga Medicine and/or its licensees, successors and assigns.
20. Right to Counsel. The Instructor acknowledges that she is entitled to be represented by independent counsel of the Instructor’s own choosing in connection with this Agreement and if the Instructor elects to sign this Agreement without the benefit of counsel, it is because the Instructor has elected to do so knowingly and willingly.
21. Electronic Signature. This Agreement has been electronically signed on behalf of Yoga Medicine, and shall be deemed to have been electronically countersigned by the Instructor on completion of the on-line registration process and the pressing of “I AGREE” on the online registration form. Either party may withdraw its consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent, such party must notify the other party of its wish to withdraw consent and request that future documents, notices, and disclosures be provided in paper format. Such withdrawals do not affect the validity of completed agreements.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.