VIEW FULL SCREEN DOCUMENT HERE

STRETCH TO WIN INSTITUTE, LLC.

PARTICIPATION AGREEMENT

CERTIFIED LIFESTRETCH® INSTRUCTOR (CLSI) COURSE

PLEASE READ THIS AGREEMENT CAREFULLY. This Participation Agreement (this 

“Agreement”) is entered into by and between Stretch to Win Holdings Inc. and Stretch to Win 

Institute, LLC, both being Arizona corporations (both being respectively “Holdings” and the “Institute”), with their mailing addresses at 580 N 54th St, Suite 1, Chandler, AZ 85226, and the individual or entity agreeing to these terms and conditions by clicking or checking the “Accept” icon pertaining to this Agreement (“Participant”) on the Institute Registration Portal (as defined below). 

1. Acceptance of Terms. This Agreement is effective as of the date Participant clicks or checks such “Accept” icon (the “Effective Date”) on the Institute’s web-based registration portal that is accessible at Institute’s then-current website (the “Institute Registration Portal”), which access may be subject to Institute’s access-related terms and conditions published on such website, as may be amended from time to time.

Participant represents and warrants that: (a) Participant is recognized as being able to form legally binding contracts under applicable law and authorized to use the credit card or other payment methods used to register, participate and attend the Course (as defined below); and (b) Participant has read and understands this Agreement.

If Participant is entering into this Agreement on behalf of another person or entity (a “Person”), including, without limitation, an employer of Participant, then in addition to the representations and warranties set forth above, Participant represents and warrants that: (a) Participant has the legal authority to bind such Person to the terms and conditions contained in this Agreement; (b) Participant agrees to the terms and conditions contained in this Agreement on behalf of such Person; and (c) Participant will inform such Person about the terms and conditions of this Agreement. If a Participant intends to act on behalf of another Person but does not have the legal authority to bind such Person to the terms and conditions contained in this Agreement, then do not click or check the “Accept” icon. If, after a Participant’s electronic acceptance of this Agreement, Institute finds that such Participant does not have such authority, such Participant will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations, and Institute reserves the right to terminate this Agreement immediately without notice and without liability on Institute’s part for such termination.

2. Overview. This Agreement defines the Participant’s participation as a Certified LifeStretch® Instructor (CLSI), including (a) the terms governing the Participant’s registration and participation in the Course, and (b) a license for use of certain Institute intellectual property following Participant’s successful completion of the Course. This Agreement may at any time and at the sole discretion of the Institute, be supersede by other similar but revised Agreement, requiring yet another signature by the individual entity agreeing to the current terms. This is necessary in order to accommodate any future change in the rollout and maintenance of LifeStretch® for ongoing quality control and clarity of expectations for all participants.
3. Scope of Training. The Course provides instruction and training in the concepts and techniques of Certified LifeStretch® Instructor (CLSI) described in more detail on the Institute Registration Portal, which is incorporated herein by this reference. Upon Participant's successful completion of the Course, the Institute will issue to Participant a Certified LifeStretch Instructor (CLSI) certificate.
4. Participant’s Duties. (a) Participant agrees that, upon attending and completing the Course, Participant will have been trained by the Institute to physically and/or digitally take groups or individuals through a LifeStretch® mobilization-stretch class workout for fitness. Participant agrees that Participant has NOT been taught how to teach the techniques and methods of LifeStretch® for the purpose of training and/or certifying others as LifeStretch instructors, and therefore, Participant has NOT been certified by the Institute to train others as LifeStretch® instructors. Participant recognizes that, by entering into this Agreement, Participant is prohibited from teaching LifeStretch® for such purposes as previously just mentioned to any person, group, company or institution, and in such event, Institute reserves the right to institute civil and/or criminal action against Participant to resolve the violation.
5. Intellectual Property.

(a) Grant of License. If and when Participant successfully completes the Course and receives a Certified LifeStretch Instructor certificate (the “Certification”), Participant will be granted a non-exclusive, non-transferrable, non-sublicensable, limited license for a period of 1 year to use selected Course materials set forth in Attachment I (collectively, with the Marks, the “Licensed Property”), which shall solely be used with the qualifying designation that Participant is a Certified LifeStretch® Instructor or “CLSI” or that Participant is “certified in LifeStretch®. 

1. b) Renewal of License. Participant will have the opportunity to renew the license well before the 1-year license expires and will, in a reasonable timeframe as determined by the Institute, be made available. There will be a nominal fee associated with certification renewal which includes receiving updated and new LifeStretch® choreography, other course material and support from the LifeStretch® Community. This license renewal is necessary for Participant to demonstrate to Institute that Participant continues to correctly administer LifeStretch® methods and techniques of group or individual instruction and satisfies all of the requirements and conditions set forth in this or future updated Agreement. Further details about renewal will be communicated to you by email.

(c) Use Parameters. If and when Participant successfully completes the Course and receives a Certification, and Participant is granted the limited license rights in Section 5(a), Participant agrees to use the Marks and other Licensed Property in strict compliance with the Licensed Property Usage Guidelines attached hereto as Attachment I, which is incorporated herein by this reference. Participant agrees that it shall not use, or permit any Person to use, the Marks without the prior written consent of Institute. Further, Participant may not use any Marks in any manner, which implies that the Institute, as opposed to the Participant, is the seller or provider of the Participant’s services. As a condition to use of the Marks, Participant shall establish and maintain, and shall cause its agents, employees, and consultants to establish and maintain a high standard of ethical business practices in connection with Participant’s sale of products or services. Participant shall not engage in any deceptive, unethical, improper, or illegal business practice, promotion or advertising that could reasonably be expected to be injurious to Institute’s business, reputation or goodwill. Participant’s use of the Marks does not confer upon the Participant any ownership rights in the licensed property, and any and all rights and goodwill inuring from such use shall inure to the benefit of Institute. Upon any violation of this Agreement by Participant, Institute shall have the right to immediately terminate the license to the Marks and/or Licensed Property.

6. Indemnification; Release of Liability; Limitation of Liability.

(a) Participant agrees to defend, indemnify and hold harmless Institute, and its directors, officers, shareholders, employees, agents and representatives (collectively, the “Institute Parties”), against any and all liability, loss, costs, damages, attorneys’ fees, and expenses of whatever kind or nature, which such Institute party may sustain or incur by reason of any claim arising in relation to Participant’s participation in the Course, presence upon the Institute’s property and/or facilities, breach of this Agreement, violation of law, Participant’s products or services, or from any acts or omissions of or by the Participant.

(b) Participant recognizes that there are certain inherent risks associated with participation in the Course, which may involve the demonstration of LifeStretch® methods and techniques of stretching on Participant, and hereby assumes all risk, costs, and expenses in connection with participation in the Course. In consideration of being permitted to participate in the Course, Participant hereby agrees to release, waive, discharge and covenant not to sue any Institute Party, as well as any equipment manufacturers and distributors involved with the Institute and its facilities, from all liability from any and all loss or damage Participant may have and any claims or demands Participant may have on account of bodily injury to my person and property or the person and property of others, whether caused by the negligence of any Institute Party, equipment manufacturers or distributors, or otherwise.

(c) Institute does not make, and Participant shall not state that Institute makes, any express or implied warranties, representations, endorsements, or conditions whatsoever with regard to the Participant’s products and/or services. Participant shall not make any statement, warranty, or guarantee regarding the Institute, the Course, or the LifeStretch® methods and techniques without the prior written consent of Institute.

(d) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, INSTITUTE PROVIDES ALL PRODUCTS AND SERVICES PERFORMED HEREUNDER “AS IS.” INSTITUTE HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES REGARDING INSTITUTE’S PRODUCTS OR SERVICES OR ANY PORTION THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, INSTITUTE’S AGGREGATE MAXIMUM LIABILITY TO PARTICIPANT FOR DAMAGES IN CONNECTION WITH ALL LIABILITY-CAUSING EVENTS IN RELATION TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY PARTICIPANT TO INSTITUTE DURING THE 3-MONTH PERIOD PRIOR TO WHEN THE LIABILITY-CAUSING EVENT(S) OCCURRED, AND SUCH LIMITATION IS CUMULATIVE AND NOT PER EVENT OR INCIDENT. BOTH PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITIES SET FORTH IN THIS AGREEMENT FOR EITHER PARTY ARE REASONABLE AND THAT THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.

(e) The provisions of this Section 9 shall survive any termination of this Agreement.

7. Governing Law; Jurisdiction Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without reference to its conflict of law rules. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Phoenix, Arizona for the purposes of any action or proceeding arising out of or relating to this Agreement. Each party consents to such personal jurisdiction and agrees that venue shall lie in the state or federals courts in Phoenix, Arizona with respect to any claim or cause of action arising under or relating to this Agreement. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder.
8. Entire Agreement; Amendments; Headings. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous understandings, agreements, communications, and representations, whether written or oral, concerning the subject matters to which this Agreement relates. The Participant hereby agrees to the terms, conditions and stipulations of this Agreement on behalf of Participant’s person and/or organization or business. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the parties hereto. Section headings in this Agreement are for convenience of reference only, and do not define, limit, or fully describe the scope or intent of the provisions of this Agreement.
9. Force Majeure. Except for the obligation to make timely payments, the obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control, including, without limitation, events such as, but not limited to: strikes; lock-outs; labor disputes; acts of God; war; riot; civil commotion; malicious damage; compliance with any law; accident; loss of electrical power; loss of telephone/internet/wide area network and similar infrastructure; fire; flood; storm; or unavailability of goods or raw materials. If either party is so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.
10. No Waiver; Remedies. No failure on the part of the Institute to exercise, and no delay in exercising, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
11. No-Third Party Beneficiaries; Assignment; Severability. Except as specifically provided herein, this Agreement is not intended to and does not create any claims, rights, remedies, or benefits exercisable by any third party. Participant shall have no right to assign this Agreement, nor any of its rights, obligations, or privileges (by operation of law or otherwise) hereunder without the prior written consent of Institute, which Institute may withhold in its absolute discretion. Institute may, without having to obtain Participant’s consent, assign this Agreement, and its rights, obligations, and privileges hereunder to any affiliate or to any successor by merger, or any purchaser of substantially all of the assets or stock of Institute, without the consent of Participant. Any attempted assignment, delegation or assumption not in accordance with this Section shall be null and void and of no force or effect whatsoever. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Any provision of this Agreement which is prohibited, unenforceable, or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability, or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability, or legality of such provision in any other jurisdiction.
12. Legal Fees; Survival. The prevailing party in any proceedings instituted by either Party regarding a dispute concerning this Agreement shall be entitled to recover its reasonable attorney's fees, costs, and expenses. Termination or expiration of this Agreement shall not relieve either party of any obligation under this Agreement, which expressly or by implication survives termination of this Agreement.
13. Authority. Each party represents and warrants that it possesses the full power and authority to enter into this Agreement and that it has taken all actions required by its procedures, by-laws, or law to exercise that authority, and to lawfully authorize its personnel to execute this Agreement and to bind it to this Agreement. For the avoidance of doubt, Participant’s representations and warranties under Section 1 (Acceptance of Terms) are a part of this Agreement.
14. Electronic Signatures Effective. This Agreement is an electronic contract that sets out the legally binding terms of Participant’s participation in the Course. Participant indicates its acceptance of the Agreement by clicking or checking the “Accept” icon in connection with Participant’s registration for the Course. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking or checking the “Accept” icon, Participant agrees to the terms and conditions contained or referenced in this Agreement. When Participant clicks or checks the “Accept” icon, Participant also consents to have the Agreement provided to Participant in electronic form. Please print a copy of this Agreement for Participant’s records.
15. Course Cancellation. By entering into this Agreement, Participant agrees that Institute is not responsible for any expenses incurred by Participant. There are no cancellations or refunds for digital courses.

Attachment I – Licensed Property Usage Guidelines 

1. Marks and Course materials, specifically the term and logo for LifeStretch®, are the sole property of Institute and may be used only in accordance with these Guidelines. At this time, you are NOT permitted to use the LifeStretch® logo until we contact you with an Agreement with permission to use our logo, along with specific guidelines for use. However, you are permitted to use the term LifeStretch but only with the trademark ® symbol as such: LifeStretch®. You are permitted use any type or size font consistent with the rest of your advertisement.
2. Marks may be used only in publications, advertising, and other communications issued by the Participant related to services Participant provided directly by the Participant for which Participant is otherwise licensed to do.
3. Marks may be used only in connection with services provided by the Participants under his/her own name and/or “doing business name,” as identified in the Participant’s application for participation in the Course. The Course materials may only be used for internal purposes, and shall not be copied, disseminated or transferred to any other individuals or Persons.
4. Marks may not be preceded or followed by a qualifier that indicates a degree of certification or acceptability, such as “exceeds” “first,” or “only.
5. No Mark, or aspect thereof, may be incorporated as part of a Participant’s name, or domain name.
6. Participant may not assert or suggest that the Institute “assures” the quality or character of Participant’s services.
7. Institute actively monitors proper use of the Marks. The following explains the general course of action for addressing mark violations:

(a) Anyone who misuses any Mark will be contacted;
(b) A reasonable amount of time will be given to correct the error(s) per Institute’s discretion. The time frame will be dependent upon the medium in which the violation appeared and the severity of the violation.
(c) Follow-up will be conducted to ensure that the error(s) has been corrected.
(d) Failure to make the required changes may result in termination of participation in the Course and/or legal action.

8. Institute may change, update, or revise these Licensed Property Usage Guidelines from time to time, as reflected on the Institute Registration Portal. Participant agrees to cooperate with the Institute if contacted by the Institute regarding changes, updates, or revisions to Participant’s use of Marks and Course materials or other activities under these Guidelines.
9. The form of the Marks are provided here

To continue the registration process, check the 'I have read and agree to the terms and conditions of this page as follows' and click 'Complete My Purchase'