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Licensure and Services Agreement

  • This License Agreement (this “Agreement”) is entered into between the undersigned (“Licensee” or “You”), and Illumined Life, LLC, a Tennessee limited liability company located at 718 Hickory Lane, Maryville, TN 37801 (“Illumined Life, LLC” or “Licensor”), effective as of the date it is agreed to (the "Effective Date").

    Before you may participate in any Acceptance and Integration Training® (“AAIT™”) training, or facilitate any AAIT™ event or course, you’re required by Illumined Life, LLC to agree and accept the following terms.

    The terms of this agreement will govern any future training, certification services, or license that Illumined Life, LLC provides to you or your company unless You and Illumined Life, LLC expressly agree to other terms in writing.

    1. Training & License Fees:

    Licensee agrees to pay Illumined Life, LLC a Training Fee for the particular training selected during checkout.

    If Illumined Life, LLC approves Your certification application, You additionally agree to pay Illumined Life, LLC an Initial License Fee prior to conducting Your first AAIT™ event.

    If Illumined Life, LLC renews Your license at the end of any Term, as outlined below in paragraph 7, You agree to pay Illumined Life an Annual License Fee set by Illumined Life, LLC at the time of renewal, for any subsequent License Term.

    The Initial License Fee and the Annual License Fee are collectively referred to as “License Fees”

    2. Limited License:

    a) Limited License to Licensee:

    When you accept these terms and conditions by checking that you agree to the terms of this Agreement, pay the Training Fee and any applicable License Fees, complete the training and/or certification requirements in this Agreement, and, if applicable, Your certification application is approved, Illumined Life, LLC will grant You a limited, non- exclusive, revocable, non-transferable license (the “License”) to use the Acceptance and Integration Training®, AAIT™, and Curate Your State™, CYS™ names, logos, trademarks, service marks, and materials made available to You and authorized at your level of training and/or certification (collectively, the “Intellectual Property”).

    The Intellectual Property may be used to work with clients and plan, promote, and execute an in-person or virtual / online AAIT™ event(s), as authorized at your level of training and/or certification. You may display or allow streaming access to videos included in the Intellectual Property to Your participants, but You may not permit any participants to download any videos. You may not display or allow streaming access to videos showing a complete process as part of your marketing or promotion efforts; you may only use a snippet (up to five minutes) of these videos to show the transformation in your marketing or promotional materials. In no event shall You, or any person or entity that organizes, participates in, or performs services regarding Your AAIT™ event(s), use the Intellectual Property for any other purpose, including, but not limited to, the sale of books, articles, publications, audio recordings, videos or other media, without the prior written consent of Illumined Life, LLC.

    You may not transfer, sublicense or assign the License and/or Your rights to use the Intellectual Property. Illumined Life, LLC may require You to stop using the Intellectual Property in connection with Your clients and/or Your AAIT™ event(s) and may discontinue any listing on any AAIT™ web page at any time, in its sole discretion. If You do not use the Acceptance and Integration Training®, AAIT™, and Curate Your State™, CYS™ trademarks or service marks according to any quality control guidelines set forth by Illumined Life, LLC Your License may be discontinued. Illumined Life, LLC may modify, amend, supplement and/or replace the terms and conditions of this License in writing at any time.

    Unless You are certified by Illumined Life, LLC as a Trainer, this License does not include permission for You to train other practitioners to facilitate AAIT™ trainings.

    If you complete a particular training but your application for certification is not approved by Illumined Life, LLC Your license will be limited to the use authorized at your level of

    training only, but you will not be permitted to plan, promote, or execute Your own in- person or virtual / online AAIT™ event(s).

    b) Compliance with Rules:

    Your use of the Intellectual Property must comply with any rules as provided or modified from time to time by Illumined Life, LLC in its sole discretion, which are incorporated in this License.

    c) Customizing the Intellectual Property; Derivative Intellectual Property: You may not edit the content in the client instructions and handouts provided to you by Illumined Life, LLC. You may customize the materials Illumined Life, LLC makes available to You as authorized at your level of training and/or certification for planning, promoting, and executing your AAIT™ events, by adding materials specific to your audience or focus, and adding your own company name and logo. You may also create Your own AAIT™ client introduction with Your commentary on the theory, principles and phases.

    You agree to submit all customized or new materials for planning, promoting, and executing your AAIT™ events to Illumined Life, LLC in advance for its review and approval, in Illumined Life, LLC's sole discretion, before beginning to use any such customized or new materials.

    You must continue to use the Acceptance and Integration Training®, AAIT™, Curate Your State™, and CYS™ trademarks or service marks, as applicable, in connection with your AAIT™ events. All AAIT™ courses must include the fundamental theory of AAIT™ (Acceptance + Integration = Freedom) and a reference to at least one of the AAIT™ principles.

    Licensee hereby grants Illumined Life, LLC a perpetual, irrevocable, worldwide, royalty- free, unlimited license to exercise all rights in any materials You create that incorporate any portion of the Intellectual Property or are based on or derivative works of the Intellectual Property, including but not limited to promotional materials, photographs and videos (“Derivative Intellectual Property”). Licensee may not retain, use, sell, or transfer any Derivative Intellectual Property itself or to any third party except as permitted by this Agreement. All goodwill generated by the use of the Intellectual Property or Derivative Intellectual Property under this Agreement shall inure solely to the benefit of Illumined Life, LLC.

    3. Licensee Content:

    Illumined Life, LLC may request Your consent to use your likeness (including your name a pseudonym, at your option), comments, posts, photos, images, videos or other contributions created by you (collectively, “Your Material”), for any purposes, including commercial purposes such as advertising. If you grant such consent, you agree that Illumined Life, LLC, and anyone authorized by Illumined Life, LLC, is granted an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, create derivative works from, distribute, and/or publicly display Your Material, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and grant us the right to make it part of Illumined Life, LLC’s current or future website and course or training materials. This right includes granting Us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by Us to You. You acknowledge that, if You grant this consent, We have the right but not the obligation to use Your Material and that We may cease the use of Your Material on Our website or in any of our course or training materials at any time for any reason.

    Illumined Life, LLC may request Your consent to use any and all photographs, videos, recordings or other records You or Your representatives or contractors may create or capture at or of AAIT™ events (collectively “Your AAIT Event Material”). If You grant such consent, you agree that Illumined Life, LLC is granted an unlimited, non-exclusive, perpetual right and license to use Your AAIT Event Material on Illumined Life, LLC’s website, blog, or other marketing efforts, in any media now known or unknown.

    4. Refunds; Chargebacks:

    All Training Fees and License Fees are nonrefundable except as outlined in the Refund Policy for Training Fees Only below. If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card as payment for the Training Fees and License Fees, without any additional authorization, for which you will receive an electronic receipt.

    In the event that payment is not received by the date due, you will have a fifteen (15) day grace period to make the payment, otherwise Illumined Life, LLC reserves the right to discontinue your access to the Intellectual Property and discontinue the License immediately and permanently.

    If you fail to make payment in a timely manner in accordance with this Agreement or voluntarily decide to discontinue this Agreement at any time or for any reason, you will remain fully responsible for the full cost of the Training Fees.

    Refund Policy for Training Fees Only: If You complete any training and do not find it to be of personal or professional value, You may request a refund from Illumined Life, LLC. In order to request a refund of your Training Fees, you must have completed all of the modules and worksheets for the applicable Facilitator’s Training. Illumined Life, LLC may require that you submit documentation, including without limitation your notes for each of the modules, all the completed worksheets from the program, and the coaching you received by email, and may grant or deny any refund request, in its sole discretion.

    Unless otherwise provided by law, or as outlined above in the Refund Policy for Training Fees Only, you acknowledge that Illumined Life, LLC does not offer refunds for any portion of your payment for any Training Fees or License Fees and no refunds will be provided to You at any time.

    Since Illumined Life, LLC has a clear and explicit Refund Policy for Training Fees Only to which you have agreed, Illumined Life, LLC does not tolerate or accept any type of chargeback threat or actual chargeback from Your credit card company. In the event that a chargeback is placed on a payment or Illumined Life, LLC receives a chargeback threat during or after Your payment(s), Illumined Life, LLC reserves the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, charge amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

    5. Illumined Life, LLC Services:

    Illumined Life, LLC agrees to provide the following Services to Licensee upon payment of the Training Fees and/or License Fees, as applicable:

    • Trainings: Illumined Life, LLC will provide the particular training selected during checkout, and any items specified for the particular training below:

    o AAIT™ Foundations Course: one (1) printed training book.

    o AAIT™ Fellowship Training Group: one (1) printed training book and digital file of materials so you can print and distribute them with your clients; Illumined Life, LLC may from time to time revise or update these materials and provide digital files of updated materials to you, access to videos and client handouts.

    o AAIT™ Curate Your State™ Facilitator’s Training: one (1) printed training book, access to videos and handouts.

    o AAIT™ Curate Your State™ Trainer’s Training: one (1) printed training book and digital file of materials so you can print and distribute them during Your AAIT™ event(s); Illumined Life, LLC may from time to time revise or update these materials and provide digital files of updated materials to you.

    o AAIT™ Fellowship Training Group Facilitator’s Training: one (1) printed training book and digital file of materials so you can print and distribute them during Your AAIT™ event(s); Illumined Life, LLC may from time to time revise or update these materials and provide digital files of updated materials to you.

    • Certified Facilitators and/or Trainers: If Illumined Life, LLC approves Your certification application, Illumined Life, LLC will provide:

    o Promotional graphics.

    o Listing on the Illumined Life, LLC website (https://www.acceptanceandintegrationtraining.com and www.aait.solutions). You may provide Illumined Life, LLC with a link to Your own event website where attendees may sign up for Your event(s), which Illumined Life, LLC will include on its AAIT™ events web page.

    o 50% discount on all refresher courses if opening available

    o 15% discount on all public course and retreat offerings.

    o Your first year of certification is included in your tuition. Practitioners from the 2017 and 2019 AAIT™ FTG cohorts are grand-mothered in at a rate of $108 per year.

    6. Certification Requirements:

    Illumined Life, LLC offers several levels of certification, please select your appropriate certification level:

  • In order to receive any of these certifications:

    • You must complete the entire in-person Training(s) for your chosen certification level

    • You must complete the appropriate Learning Tasks checklist to Illumined Life LLC’s satisfaction, in its sole discretion

    • For AAIT™ Certified Practitioners only: At least 55% of your business must comprise AAIT™

    In order to be eligible for renewal of the License, You agree and acknowledge that Illumined Life LLC may require that you fulfill additional training or other requirements, in its sole discretion. Any additional renewal requirements will be communicated to you in advance of the renewal date.

    7. License Term, Renewal, and Discontinuation:

    The Initial Term of the License will begin upon the later of either completion of your training or approval of your application for certification by Illumined Life, LLC and will end upon the earlier of (i) Illumined Life LLC’s discontinuation of your License at any time if you should breach any of the terms of this License or discontinuation by Illumined Life, LLC for any other reason, in Illumined Life, LLC’s sole discretion; (ii) Licensee’s discontinuation of this Agreement; or (iii) one (1) year after you pay the Initial License Fee.

    Licensee may discontinue this Agreement at any time and for any reason, but in no event will Licensee be entitled to a refund of any portion of the License Fees. License fees will not be prorated if Licensee or Illumined Life, LLC discontinues this Agreement prior to the end of any Term.

    At the end of the Initial Term, Illumined Life, LLC will determine whether to renew Licensee’s License, in Illumined Life’s sole discretion, for a subsequent twelve (12) month term (“Renewal Term”). Illumined Life, LLC will notify Licensee of its decision on renewal no later than 30 days prior to end of the current term. Each Renewal Term will end upon the earlier of (i) Illumined Life LLC’s discontinuation of Your License at any time if You should breach any of the terms of this License or discontinuation by Illumined Life for any other reason, in Illumined Life LLC’s sole discretion; or (ii) Licensee’s discontinuation of this Agreement.

    Upon discontinuation of the License, Licensee shall cease using the Intellectual Property as soon as is feasible, and Licensee agrees to return and/or delete from all computers and other electronic devices any and all Intellectual Property (including any copies or reproductions) in Your possession or control. Upon discontinuation of the License, Illumined Life, LLC will remove Licensee’s listing, if any, on any AAIT™ web page and discontinue access to all AAIT™ course materials, graphics, and other resources including any shared third-party document storage system such as Dropbox and any private Facebook group or other private online community or message board.

    Discontinuation or expiration of this Agreement shall not extinguish any of Illumined Life, LLC’s or Licensee’s obligations under this Agreement (including, but not limited to, the obligation to pay the Training Fees and License Fees) which by their terms continue after the date of discontinuation or expiration.

    At the end of the final Term of this Agreement, You agree to provide all of your AAIT™- related domain names, social media handles, or account names and passwords to Illumined Life, LLC at its request. If You or Illumined Life, LLC decide to discontinue Your License, You agree to remove all reference to the Intellectual Property, Acceptance and Integration Training®, AAIT™, and Curate Your State™ names and curricula, and remove all Illumined Life, LLC logo(s) from your social media profiles, and website. In the event any social media platform does not permit this removal, you agree to transfer ownership of any AAIT™-related social network user names to Illumined Life or another Illumined Life licensee, as requested by Illumined Life, LLC. If you refuse to transfer ownership to Illumined Life, LLC after discontinuation, you acknowledge that Illumined Life, LLC may file a notice of intellectual property infringement with the social media platform that may result in the deletion of the social media profile and all associated content. Illumined Life, LLC cannot be held liable for expenses incurred during the purchase, transfer or re-sale of AAIT™-related social network user names.

    8. Unauthorized Use:

    Licensee’s use of Intellectual Property other than that expressly authorized in this Agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). Licensee agrees to pay liquidated damages of five (5) times the total License Fees in the event of Licensee’s Unauthorized Use, in addition to any legal or equitable remedies Illumined Life, LLC may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use.

    9. Limitation on Authority:

    Licensee is not authorized, and shall not represent that it has any power or authority, to bind Illumined Life, LLC, contractually or otherwise, or to assume or to create any obligation or responsibility, express or implied, on behalf of Illumined Life, LLC or in its name, or any other Certified AAIT™ Practitioner, Facilitator, or Trainer.

    10. Limitation of Liability; Insurance; Release; Indemnification:

    a) You will be responsible for all resources, equipment, staff, lodging, food, or other materials necessary or required to work with clients or for your AAIT™ event(s). Illumined Life, LLC will not be responsible or liable for providing you with any resources, personnel or materials other than those listed in Paragraph 5 of this Agreement.

    b) You agree that Illumined Life, LLC will not be liable to You or any third party for any damages (including, but not limited to, lost data, lost profits, incidental or consequential damages), that arise from Illumined Life LLC’s performance of the Services (including, but not limited to, failure to perform in a timely manner) or arising out of or related to the License.

    c) You agree to assume full responsibility for any and all injuries or damages You or others may sustain in connection with any AAIT™ event, and to indemnify, defend and hold harmless Illumined Life, LLC and its owners, officers, directors, sponsors, partners, employees, volunteers, affiliates, licensors, licensees, and suppliers from and against any liability arising from such injuries and/or damages, including responsibility for Illumined Life, LLC's attorney's fees, expenses, and costs related to any claim arising under or related to this Agreement. This indemnification will survive the termination or expiration of this Agreement.

    11. Disclaimers – Not Psychotherapy, No Doctor-Patient Relationship or Confidentiality:

    The Facilitator’s Training and Intellectual Property are offered for information purposes only and no portion is intended to substitute for professional advice, including but not limited to medical, psychiatric, psychological, psychotherapeutic, or behavioral diagnosis, advice and/or treatment, and you may not rely on these materials to provide such advice or treatment.

    If you require medical, psychiatric, psychological, and/or psychotherapeutic care, you should retain the services of a licensed medical professional acting in his or her capacity as such. Although she is a Licensed Clinical Social Worker, Melanie McGhee, in her capacity as a coach to other professionals, is not providing medical care or advice, nor any other professional services including, but not limited to, psychiatric / mental health care, financial services, or any kind of behavioral therapy or counseling to You through the Illumined Life, LLC Services. Any private counseling services you may receive from Melanie McGhee are separate from and not governed by this Agreement. Your payment of the Training Fee and License Fees do not establish a doctor-patient relationship of any kind between you, Illumined Life, LLC or Melanie McGhee.

    You further acknowledge that Illumined Life, LLC is not training You to function as a licensed psychotherapist, counselor or medical professional.

    You agree that Illumined Life, LLC is not legally bound by any duty of confidentiality to You. Nevertheless, Illumined Life, LLC agrees to keep all information that you request confidential except in very rare circumstances where disclosure is required by law, for example when a court might issue a subpoena for the file or information, or if You threaten to harm yourself or others.

    You agree to keep all information you learn about other training participants or their businesses strictly confidential except in very rare circumstances where disclosure is required by law.

    Since we cannot, and do not, guarantee confidentiality, please choose carefully the materials that you share in group sessions, upload to, submit to, or embed on any website operated by Illumined Life, LLC and any third-party forums operated by Illumined Life, LLC. Any material you share or post during training sessions, on Illumined Life, LLC website or in any third-party forums operated by Illumined Life, LLC may become public. You agree that Illumined Life, LLC shall not be liable for the disclosure of any of your information by another participant.

    Illumined Life, LLC and its owner and employees are not legal, tax, or financial professionals, and cannot give You legal, tax, or financial advice.

    Illumined Life, LLC cannot and does not guarantee any particular financial or business outcomes for Licensee.

    12. Personal Responsibility, Assumption of Risk, Release, Behavior

    a) You acknowledge that, by engaging with Illumined Life, LLC for any in- person training event, you voluntarily assume an element of inherent risk, and knowingly and freely assume all risk and responsibility for injuries to any persons or damages to any property, and release, covenant not to sue, and hold Illumined Life, LLC, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, coaches, volunteers, representatives, successors and assigns, and Melanie McGhee (“Releasees”) harmless for any and all liability to you, your personal representatives, assigns, heirs and next of kin, for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, damages, costs or expenses of whatsoever kind, nature, or description, whether direct or indirect, in law or in equity, in contract or in tort, or otherwise, whether known or unknown, arising out of or connected with your participation in any training event, whether or not caused by the active or passive negligence of the Releasees.

    b) In the event that the release and hold harmless provision is held unenforceable for any reason, you agree to limit any damages claimed to the total paid to Illumined Life, LLC for the Training Fee and License Fees.

    c) Consent to Medical Care: You consent to medical care and transportation in order to obtain treatment in the event of injury to you as Illumined Life, LLC volunteers or medical professionals may deem appropriate and understand that this Agreement extends to any liability arising out of or in any way connected with the medical treatment and transportation provided in the event of an emergency and/or injury.

    d) Following Rules, Instructions: You agree to observe and obey all posted rules and warnings, to follow any instructions or directions given by Illumined Life, LLC through its employees, representatives or agents and to abide by any decision of any Illumined Life, LLC staff or volunteers, or Illumined Life, LLC vendors or contractors, relative to your ability to safely participate in or attend any training event.

    e) Appropriate Behavior; Dismissal Without Refund: You understand and agree that you are expected to exhibit appropriate behavior at all times while at any live, in-person training event and to obey all local, state and federal civil and criminal laws while participating in or attending any such event. This includes, generally, respect for other people, equipment, facilities or property. Illumined Life, LLC may dismiss you, without refund, should your behavior endanger the safety of or negatively affect any training event or any person, facility or property.

    f) Damage or Theft of Property: You understand and agree that the Releasees are not responsible for any personal item or property that is lost, damaged or stolen at or during any training event.

    13. Assignability:

    The License granted hereunder is and shall be personal to the Licensee, and shall not be assignable by any act of the Licensee or by operation of law. Any attempt by Licensee to grant sublicenses or to assign or part with possession or control of the License granted hereunder or any of the Licensee’s rights hereunder shall constitute a material breach of this Agreement. Illumined Life, LLC shall have the right to assign this Agreement, in which event Illumined Life, LLC shall be relieved of any and all obligations hereunder.

    14. General Provisions:

    The parties acknowledge that Illumined Life, LLC will be irreparably harmed by a violation of this Agreement and that the calculation of the value of such harm would be impossible to calculate with any degree of certainty. Accordingly, Illumined Life, LLC shall be entitled, together with all other remedies at law, to enforce this Agreement by specific performance and/or injective relief without the necessity of posting a bond. The terms of this License Agreement and the rights, obligations and performance of the Parties hereunder shall be governed by the laws of the State of Tennessee, without regard to conflict of laws principles. In the event a dispute arises out of or in connection with this Agreement, the Parties will first attempt to resolve the dispute through friendly consultation in good faith. If the dispute is not resolved by friendly consultation, the parties agree it may only be resolved by mediation, arbitration, or litigation in the state or federal courts in or nearest to Maryville, Tennessee. You agree to submit to the jurisdiction and venue of the state and federal courts in or nearest to Maryville, Tennessee, and waive any defense of lack of personal jurisdiction or forum non conveniens. This Agreement may only be modified by agreement of both parties in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision. The prevailing party in any dispute between the parties arising out of or connected to this agreement, whether resolved by negotiation, mediation, arbitration, or litigation, shall be entitled to recover its attorneys’ fees and costs from the other party. You agree that the terms of this Agreement are the entire agreements between you and Illumined Life, LLC and supersede all communications of any kind between you and Illumined Life, LLC with respect to the License and any guidelines, rules or policies incorporated in this License.

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