TRAINING AND LICENSE AGREEMENT

BETWEEN:

Integrative Somatic Studies Institute inc., a British Columbia company
having a primary place of business located at 1650 Ioco Rd. Port Moody
British Columbia, V3H 3S8

(the “Licensor”)

AND:

the participant

(the “Licensee”)

(Each a “Party” and collectively, the “Parties”)

WHEREAS:
A. The Licensor has developed, and continues to develop, proprietary training programs, educational services, and instructional materials in the areas of trauma recovery and skills applications of nine core elements in ISTP; Mindfulness, Yoga, Breathwork, Resilience Enhancement, Sound Healing, Touch & Bodywork, Shamanic Ceremony, Bioenergetic unwinding, and Ancestral Reverence (collectively, the “Intellectual Property”). These methods and materials are designed to support individuals in processing trauma, reducing psychophysiological distress, enhancing resilience, strengthening emotional well-being, and improving overall capacity to manage stress in the body.
B. The Licensor identifies its unique training methods employing the Intellectual Property under the trade names “Integrative Somatic Therapy Practice, “Integrative Somatic Therapy Practice (ISTP)™”, “ISTP™”, and related branding “Integrative Somatic Breathwork™” and Bioenergetic Unwinding™” and/or any combination thereof (the “Brand”);
C. The Licensee understands and acknowledges the value of the Brand and recognizes the importance of maintaining the Licensor’s standards of quality, professionalism, integrity, and ethical practice;
D. The Licensee wishes to obtain training from the Licensor and to receive a certificate permitting the Licensee to represent that they have successfully completed training under the Brand; and
E. Subject to the terms and conditions of this Agreement, the Licensor agrees to grant the Licensee a limited license to identify themselves as having received training under the Brand.

Agreement
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
TRAINING

1.1. Training Fee
The Licensee will pay to the Licensor a one-time, non refundable training fee of $4,321.80 or the remaining balance of $3,321.80 (the “Training Fee”), by way of PayPal or an eTransfer. In addition to the Training Fee, the Licensee will be responsible for any costs associated with in-person accommodation (to be arranged directly with the hotel in conjunction with the schedule set by the Licensor).

1.2. Access to Level 3 Training (Integrative Somatic Breathwork & Bioenergetic Unwinding)
Upon the Parties executing this Agreement and confirmation of receipt of the Training Fee, the Licensor will grant the Licensee access to all Breathwork training materials including:
a) online self-study course modules as developed by the Licensor;
b) in-person attendance for the six day training; and
c) any and all training materials and group mentorship required to complete this training (collectively, the “Integrative Somatic Breathwork and Bioenergetic Unwinding Training”) until the earlier of:
d) the discontinuance of the Training by the Licensor; and
e) termination of this Agreement in accordance with Article 2.4.

1.3. Prerequisites
The Licensee represents and warrants to the Licensor that they have satisfied all prerequisite
requirements identified by the Licensor prior to enrolling in the Training including,
without limitation:
a)credentialed to work in the mental health field
b)Licensed as a designated health professional
c)Accredited therapist to support health and wellness

1.4. Concurrent Personal Therapy
The Licensee acknowledges that the training provided by the Licensor is intended to be suitable to train mental health and wellness professionals (including counsellors, psychologists, social workers, psychotherapists, and family therapists), healing practitioners (including body workers, massage therapists, yoga therapists, and coaches), and healthcare professionals (including nurses, naturopaths, and physiotherapists), in the techniques of Integrative Somatic Breathwork and Bioenergetic Unwinding and is not intended to function as any type of personal therapy. Given the intense nature of this training offered by the Licensor, the Licensee represents and warrants to the Licensor that they will, at all times when engaging with the training, receive regular personal therapy from a therapist of their choosing. The Licensor makes no representation as to the efficacy or suitability of such personal therapy provided by a third-party therapist.

1.5. Waiver of Liability
The Licensee acknowledges that the subject-matter, nature, and intensity of the Breathwork
Training offered by the Licensor may be psychologically and/or emotionally triggering. The Licensee hereby waives any and all claims they may have against the Licensor, its founder, training assistants, contractors, volunteer graduates and representatives and to release same from all liability for any loss, damage, expense, or injury arising from, or in connection with their participation in the Level 3 Training.

1.6. Certificate of Completion
Upon the Licensee’s completion of the training along with Fifty independent practice hours and Six group consultation hours to the satisfaction of the Licensor, the Licensor will deliver to the Licensee (in any form deemed appropriate by the Licensor, including, without limitation, electronic form) an Integrative Somatic Breathwork Practitioner’s Certificate evidencing the Licensee’s successful completion of ISTP™ Level 3 advanced Training under the Brand (the “Credentials”).

ARTICLE 2
GRANT OF LICENSE

2.1. Grant of License
The Licensor hereby grants to the Licensee, upon their receipt of the Credentials, on the terms contained herein, a limited, personal, non exclusive, non-transferrable license to advertise and hold themselves out to as having received the Credentials from the Licensor, for personal, academic, and commercial purposes.

2.2. Permitted Use
Upon receiving the Credentials, the Licensee may identify themselves as a C-ISTP™ Advanced Practitioner and may refer to the Credentials in connection with their personal, academic, and commercial pursuits. This permission constitutes the “License” and remains in effect until the Licensor terminates this Agreement in accordance with Article 2.4. The period during which the License remains in effect is referred to as the “Term.” During the Term, the Licensee agrees to uphold the highest standards of professional and ethical integrity when using the Credentials.
2.3. Prohibited Use
Any use of, or reference to, the Brand or Intellectual Property by the Licensee that is not expressly permitted under Article 2.2 is prohibited. Without limiting the generality of the foregoing, each of the following actions constitutes a Material Breach if committed by the Licensee:
a) claims or represents that the Brand or Intellectual Property was created by the Licensee;
b) reproduces or publishes the Intellectual Property without the Licensor’s prior written consent;
c) claims, uses, purchases, applies to register, records, or files in any jurisdiction in Canada or elsewhere any trademark, corporate name, business name, domain name, copyright, or design that includes “Integrative Somatic Therapy Practice,” “Integrative Somatic Therapy Practice (ISTP)™,” “ISTP™,” “Integrative Somatic Breathwork™”, “Bioenergetic Unwinding™,” or any similar wording, or conducts keyword advertising using those terms, without the Licensor’s prior written consent;
d) challenges the validity of any trademarks, patents, or copyrights related to the Brand in Canada or elsewhere, or challenges the Licensor’s rights in the Brand or in any such trademarks, patents, or copyrights;
e) conducts training under the Brand, or advertises or represents that they are qualified to conduct such training;
f) commits any act, in connection with the Licensee’s use of the Credentials or Intellectual Property, that the Licensor, in its sole and absolute discretion, considers unethical, contrary to the values of the Brand, harmful to the reputation of the Brand, or otherwise likely to devalue the Brand (each which constitutes a “Material Breach”).

Scope of License or Certificate of Completion The License granted under this Agreement is limited to permitting the Licensee to represent that they have successfully completed training provided by the Licensor under the Brand and to use the authorized designations, trademarks, and marketing language expressly approved by the Licensor.
This license:
•Does not grant ownership of, or any proprietary interest in, the Intellectual Property.
•Does not authorize the Licensee to reproduce, modify, publish, distribute, sublicense, sell, or create derivative works from the Intellectual Property except as expressly permitted in writing by the Licensor.
•Does not authorize the Licensee to teach, certify, train, supervise, or represent others as practitioners of the Brand unless expressly authorized in writing by the Licensor.
•Does not transfer any copyright, trademark, trade secret, or other intellectual property rights to the Licensee.
•Permits the Licensee only to identify themselves as having completed the applicable training and, where approved by the Licensor, to use the designation associated with that training level while the license remains in good standing.

All rights not expressly granted under this Agreement are reserved by the Licensor.

2.4. Licensor’s Right to Terminate License
If the Licensee commits a Material Breach that, in the Licensor’s opinion, cannot be cured, the Licensor may terminate this Agreement without prior notice to the Licensee and without prejudice to any further remedies available to the Licensor at law or in equity. If the Licensee commits a Material Breach or any other default under this Agreement that, in the Licensor’s opinion, can be cured, the Licensor will provide written notice requiring the Licensee to correct the breach or default. If the Licensee fails to do so within 30 days after receiving the notice, the Licensor may, in its sole discretion, terminate this Agreement without further notice and without prejudice to any other remedies available to the Licensor at law or in equity.

2.5. Licensee’s Obligations Upon Termination
Upon termination of this Agreement in accordance with Article 2.4, the Licensee must immediately cease all use of, and make no further reference to, the Brand, the Credentials, the Intellectual Property, or the Level 3 Training. Without limiting the generality of the foregoing, the Licensee must not engage in any activity described in Article 2.3 and must immediately stop any use, representation, advertising, marketing, promotion, disclosure, or other conduct involving those rights or materials.

The Licensee further agrees that, upon termination of this Agreement and as directed by the Licensor, the Licensee must surrender or destroy all confidential materials, training resources, proprietary content, and other materials related to the Level 3 Training, including Integrative Somatic Breathwork and Bioenergetic Unwinding.

Licensee’s Obligations Upon Termination Upon termination of this Agreement in accordance with Article 2.4, the Licensee will immediately cease all use of and make no further reference to the Brand, the Credentials, and/or the Level 3 Training including, but not limited to:
a) holding themselves out or advertising that they are an ISTP Advanced Practitioner in association with their personal, academic, and/or commercial pursuits;
b) holding themselves out to as having received the Credentials in association with their personal, academic, and/or commercial pursuits;
c) conducting any advertising which includes reference to the Brand, the Credentials and/or the Level 3 Training (Integrative Somatic Breathwork and Bioenergetic Unwinding)
d) disclosing any information about the Brand, the Intellectual Property and/or the Level 3 Training which the Licensor has not made public; e) engaging in any activity referenced in Article 2.3 (Prohibited Use); The Licensee further agrees that upon termination of this Agreement, it will, as directed by the Licensor, either surrender or destroy all materials related to Level 3 Training.

ARTICLE 3
INTELLECTUAL PROPERTY RIGHTS

3.1. Licensor’s Ownership of the Brand
The Licensee acknowledges the validity and value of the Brand, the Intellectual Property, and the Licensor’s ownership thereof and the goodwill related thereto. The Licensee agrees that the benefit of and the goodwill associated with the use of the Brand and the Intellectual Property by the Licensee will ensure entirely to the benefit of the Licensor. The Licensee agrees that, should any right, title, or interest in or to the Brand or the Intellectual Property, or any copyright or trademark related thereto become vested in Licensee, that the Licensee will hold the same in trust for the Licensor, and will at the request of the Licensor, immediately and unconditionally assign any such right, title, or interest to the Licensor.

The Licensee agrees that all rights in and to any new version, translation, or arrangement of the Brand or Intellectual Property, or other change in the Brand or Intellectual Property created by the Licensee, with the Licensor’s prior written consent or otherwise, will be and will remain the exclusive property of the Licensor, and provisions of this Agreement will apply to the same. The Licensee will cooperate with the Licensor for the purpose of protecting, preserving, and enhancing the Brand and the Licensor’s interest in the Brand and the Intellectual Property and in furtherance of such obligations, the Licensee will promptly execute and deliver to the Licensor all documents or instruments that the Licensor, acting reasonably, determines are necessary or prudent from time to time in respect of the same.

3.2. Contractual Rights Only
The Licensee acknowledges and agrees that the rights and licenses granted to the Licensee under this Agreement are of a contractual nature only, and no property or rights in or to the Brand and/or the Intellectual Property, other than the License, are granted by virtue of this Agreement.

ARTICLE 4
GENERAL

4.1. Assignment
The Licensee acknowledges and agrees that it will have no right to assign, sublicense, grant, or create any interest in the Brand or the Intellectual Property or its use to any person. The Licensor may assign its rights and duties hereunder, in whole or in part, upon notice, but without requiring consent of the Licensee.

4.2. Injunctive Relief Available
The Licensee acknowledges and agrees that any breach of their obligations under this Agreement will cause irreparable harm to the Licensor, and that monetary damages may not be an adequate remedy. In the event of a breach of a Licensee’s obligations under this Agreement, (whether such breach is a Material Breach or otherwise), the Licensor will be entitled to injunctive or other equitable relief, without prejudice to any other relief available to the Licensor at law.

4.3. Time of Essence
Time is of the essence in this Agreement, and no extension of time will constitute a waiver of this provision.

4.4. Waiver
If a Party to this Agreement waives a particular default, wrongful act or omission of the other Party, such waiver will not affect or impair the rights of the waiving Party in respect of any other default, wrongful act or omission of the other Party. If the waiving Party delays or fails to exercise any rights in connection with any default, wrongful act or omission of them other Party such delay or failure will not affect or impair the rights of the waiving Party in respect of any subsequent occurrence of that event or any other default, wrongful act, or omission of the other Party.

4.5. Survival
The provisions of Articles 2.3, 2.4, 3.1, 4.2, and 4.5, and all other section necessary for the interpretation or enforcement of this Agreement (but only for such interpretation or enforcement purposes) will survive the termination of this Agreement. This means that the Licensor's intellectual property rights, confidentiality obligations, and remedies for breach shall survive the termination or expiration of this Agreement.

4.6. Notice
Any notice, demand, direction, or other communication required or permitted to be given under this Agreement must be made in writing and will be sufficiently given if physically delivered to the address provided by the Parties or emailed to the email address provided by the Parties. Any notice, demand, direction, or other communication given in accordance with this Article will be deemed to have been given and received on the date of delivery, if delivered, or on the day of sending if emailed.

4.7. Entire Agreement
This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, and discussions of the Parties, and there are no conditions, representations, warranties, covenants, agreements, or provisions, express or implied, relating to the subject matter except as provided for in this Agreement.

4.8. Amendments, Binding Effect, and Severability
No amendment to this Agreement will be valid or binding unless set out in writing and executed by each Party. This Agreement is binding upon and will ensure to the benefit of the Parties and their respective heirs, administrators, executors, successors, and permitted assigns as applicable. If any provisions of this Agreement is determined at any time by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision or parts thereof shall be severable from this Agreement, and the remainder of this Agreement will be construed and understood as if such invalid, illegal, or unenforceable provision or part thereof had been deleted.

4.9. Governing Law
This Agreement is governed and interpreted in accordance with the laws of British Columbia and the federal laws of Canada, as applicable. The Parties hereby submit to the exclusive jurisdiction of the Courts of the Province of British Columbia, and all legal proceedings arising out of or in connection with this Agreement will be brought before the Courts of the Province of British Columbia.

4.10. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will be deemed to constitute one and the same Agreement. This Agreement may be delivered and/or executed by electronic means and if so delivered and/or executed, this Agreement will be, for all purposes as effective as if the Parties had executed and delivered a manually executed copy of this Agreement.

IN WITNESS WHEREOF the Parties hereto have executed and delivered this Agreement effective as of the Effective Date.