Level 2 Application Form

TRAINING AND LICENSE AGREEMENT

THIS TRAINING AND LICENSE AGREEMENT (this “Agreement”) is dated for reference upon date and year of payment (the “Effective Date”)

BETWEEN:

BODY MIND & SOUL THERAPY 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 student (the “Licensee”)

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

WHEREAS:

A. The Licensor has developed and continues to develop certain proprietary training, educational services, and educational materials in the fields of trauma recovery, managing post-traumatic stress disorder, anxiety, depression, mental illness, pain, grief and loss. Techniques in mindfulness, breathing, touch, yoga, resourcing and ceremony are all intended to help individuals process psychological trauma, reduce physical tension, enhance resilience, mental health wellness, and manage psychophysiological symptoms (the “Intellectual Property”);
B. The Licensor identifies its unique training methods employing the Intellectual Property under the trade names “Integrated Somatic Therapy Practice,” “Integrated Somatic Therapy Practice (ISTP),” “ISTP,” and/or any combination thereof (the “Brand”);
C. The Licensee understands and acknowledges the importance of the Licensor’s high standards of quality, integrity, and ethical behaviour;
D. The Licensee wishes to obtain training and a license from the Licensor to promote itself as having received training under the Brand; and
E. Subject to the terms and conditions contained herein, the Licensor wishes to grant a license to the Licensee as having received training under the Brand.

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

1.1. Training Fee
The Licensee will pay to the Licensor a one-time, non-refundable training fee of $2,7013 CAD (the “Training Fee”)
1.2. Access to Level 2 Training
Upon the Parties executing this Agreement and confirmation of receipt of the Training Fee,
the Licensor will grant the Licensee access to all Level 2 training materials including:
a) online self-study course modules as developed by the Licensor;
b) 6 days experiential training which includes
i. a two (2) day interactive online live webinar to be scheduled with the Licensor; and
ii. a three (3) day in person training to be scheduled with the Licensor; and
iii. a six (6) clinical group consultation & mentorship. An additional of $600.00 CAD not included in tuition fee to be paid directly to the Clinical Supervisor
c) any and all training materials required to complete Level 2 training (collectively, the “Level 2 Training”) until the earlier of:
d) the discontinuance of the Level 2 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 Level 2 Training including,
without limitation:
a) successful completion of ISTP Level 1 training; and
b) qualified and legally credentialed to work in a mental health profession
1.4. Concurrent Personal
The Licensee acknowledges that the training provided by the Licensor is intended to be suitable to train mental health professionals (including counsellors, psychologists, social
workers, psychotherapists, family therapists, nurses and coaches), healthcare professionals (including nurses, naturopaths, and physiotherapists), and students in these fields in the techniques of Integrative Somatic Therapy Practice, and is not intended to function as any type of personal therapy.

Given the intense nature of the Level 2 Training offered by the Licensor, the Licensee
represents and warrants to the Licensor that they will, at all times when engaging with the Level 2 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 Level 2 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 directors, officers, employees, agents, contractors, 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 2 Training.
1.6. Certification
Upon the Licensee’s completion of the Level 2 Training 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 ISTP Practitioner’s Certificate evidencing
the Licensee’s successful completion of the Level 2 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
The Licensee may hold themselves out as being an ISTP Practitioner, and as to as having received the Credentials in association with their personal, academic, and commercial pursuits upon receipt of the Credentials (the “License”) until such a time as the Licensor may
terminate this Agreement in accordance with Article 2.4 (the “Term”). During the Term, the Licensee agrees to maintain the highest level of professional and ethical integrity in association with their use of the Credentials.
2.3. Prohibited Use
Any use of or reference to the Brand or the Intellectual Property by the Licensee not
explicitly permitted in Article 2.2 above is prohibited. For greater certainty, and without in
any way limiting the generality of the foregoing, the following actions are strictly prohibited, and the Licensee commits a material breach of their obligations under this Agreement if the Licensee:

a) claims or holds out that the Brand or the Intellectual Property was created by the Licensee;
b) reproduces and/or publishes the Intellectual Property without prior consent by the
Licensor;
c) claims, uses, purchases, or applies to register, record, or file in any jurisdiction in Canada or elsewhere, any trademark, corporate name, business name, domain name, copyright or design including the words “Integrated Somatic Therapy Practice,” “Integrated Somatic Therapy Practice (ISTP),” “ISTP,” or anything similar thereto or else conduct keyword advertising using the words “Integrated Somatic Therapy Practice,” “Integrated Somatic
Therapy Practice (ISTP),” or “ISTP” without the prior written consent of the Licensor;
d) challenges the validity of any trademarks, patents, or copyrights related to the Brand in Canada or elsewhere, or the Licensor’s rights related to the Brand or in any such
trademarks or patents;
e) conducts training or advertises they are qualified to conduct training under the Brand; and/or
f) commits any act in association with the Licensee’s use of the Credentials or the Intellectual Property which the Licensor (in its sole and absolute discretion) deems to be unethical, contrary to the values of the Brand, brings disrepute to the Brand, and/or
otherwise devalues the Brand
(each which constitutes a “Material Breach”).

2.4. Licensor’s Right to Terminate License

If the Licensee commits a Material Breach and, in the opinion of the Licensor, the Material Breach is not capable of being cured, the Licensor may terminate this Agreement without prior notice to the Licensee, and without prejudice to any further remedies available to it in law and/or equity. If the Licensee commits a Material Breach or any other default under this Agreement which, in the opinion of the Licensor can be corrected, the Licensor will provide the Licensee with written notice requesting that the Licensee correct the Material Breach and/or default. In the event that the Licensee fails to correct the Material Breach and/or default within 30 days after receiving written notice from the Licensor, the Licensor may, at its sole discretion, terminate this Agreement without further notice to the Licensee, without prejudice to any further remedies available to it in law and/or equity.
2.5. 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 2 Training including, but not limited to:
a) holding themselves out or advertising that they are an ISTP 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 2 Training;
d) disclosing any information about the Brand, the Intellectual Property and/or the Level 2 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 2 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 the 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.
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
4.6 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.