1 GIANT MIND MEDITATION TEACHER TRAINING AGREEMENT
This meditation training agreement (the “Agreement”) is made and entered into as of the Effective Date (as defined below), by and between 1 Giant Mind, LLC, a Delaware corporation with its principal place of business at 2140 South Dupont Highway, Camden, Delaware 19934 (“1 Giant Mind”); and you (herein referred to as “Student”).
1 Giant Mind’s mission is to teach the world to meditate through the highest quality in teaching and embodied leadership. We strive to create a program where integrity, commitment, leadership and an ongoing pursuit of mastery are always at the forefront.
1 Giant Mind's Teacher Training Program is a meditation teacher training program that provides enrolled students with expert training in the field of teaching meditation (herein referred to as “Training Program”). This immersive program combines online learning with live webinars led by expert meditation teacher, Jonni Pollard.
The Training Program is designed to give students a comprehensive overview and understanding of meditation, how it works, how the mind works, the mechanics of stress, and how to teach others how to learn meditation in an in-person teaching environment.
Referred to as the 1 Giant Mind Being Meditation technique, this program outlines a very specific and proven method for teaching this meditation technique. The teaching method is based on many years of teaching experience and from extensive research that has been conducted over time from users of the 1 Giant Mind Learn Meditation app.
WHEREAS, Student desires to enroll in the 1 Giant Mind's Teacher Training Program, and 1 Giant Mind accepts such enrollment pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Student and 1 Giant Mind agree as follows:1. DEFINITIONS
a. “1 Giant Mind IP” means 1 Giant Mind’s trade name, trademarks or any other service marks owned or controlled by 1 Giant Mind, its taglines, copyrighted content, including without limitation, its training materials and course curriculum, logos, all intellectual property rights in 1 Giant Mind’s websites, including the copyrights and goodwill therein, and any content developed by 1 Giant Mind, including its programming, webinars or included on any websites controlled or affiliated with 1 Giant Mind.
b. “Certification” means that after Student has completed the 16 unit online Training Program and participated in its associated live webinars, then Student will be required to participate in a final live evaluation webinar that will determine their eligibility for final certification. In order to ensure the highest quality of teachers, 1 Giant Mind requires ongoing education, advance training, subject matter mastery, practical experience through regular practice and volunteerism, thereby offering annual Certification renewals (as further defined in this Agreement).
c. “Effective Date” is the date that Student completes the enrollment process, and is approved and admitted into the Training Program (as further defined below) and full payment for the Training Program is received by 1 Giant Mind.
2. GRANT OF LICENSE AND RESTRICTIONS.
a. Subject to the terms and conditions of this Agreement, 1 Giant Mind grants to Student, and Student accepts, a limited, revocable, nonexclusive, non-transferable, non-assignable, and non-delegable license to use the 1 Giant Mind training methods and training materials solely for the express purpose granted in this Agreement.
b. The Student shall not refer to themselves as “Certified” unless that person has passed the training and has been Certified (as further defined in this Agreement), by 1 Giant Mind and has complied with all other requirements to maintain such certification, as further defined in this Agreement.
c. The Student shall not use the 1 Giant Mind IP in any manner, including, but not limited to, sharing, copying, selling, nor distributing, in any form or manner, the training materials or course curriculum, without the express written permission of 1 Giant Mind.
3. NATURE OF RELATIONSHIP. The parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement. Except as provided for in this Agreement, neither party shall have any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or the power to bind the other party in any respect whatsoever.
4. TERM, TERMINATION, AND RENEWAL.
a. Term. The term of this Agreement will begin on the Effective Date and continue for a one year period through Student’s training, certification and, if applicable, continuing training, unless terminated earlier in accordance with the provisions of this Agreement. This Agreement will automatically renew if Student achieves Certification and Student continues to meet all requirements to maintain and renew Certification annually.
b. Termination. This Agreement may be terminated by 1 Giant Mind immediately after written notice to Student if Student: (i) refuses or fails to perform any of its obligations or covenants under this Agreement or breaches its obligations to 1 Giant Mind; (ii) publicly denounces, slanders, defames or denigrates 1 Giant Mind, its officers, principals, or agents either orally, visually or in writing (including through digital or electronic means or methods such as social media); (iii) makes any modification to the 1 Giant Mind meditation technique and refer to any such modified method as the 1 Giant Mind meditation technique; (iv) engages in, or persists in, conduct that would reflect unfavorably upon 1 Giant Mind, its training programs, or upon the operation and reputation of 1 Giant Mind’s business, including, without limitation, a felony or any other criminal act, conduct or misconduct that would raise a substantial question about the Student’s fitness or ability to train others; or (v) uses 1 Giant Mind’s name or utilizes the 1 Giant Mind IP in any manner without the express written permission of 1 Giant Mind . In the event of termination of this Agreement by 1 Giant Mind, Student will immediately discontinue all use of all training materials provided by 1 Giant Mind to Student hereunder. Student shall remove and delete all of their use of the 1 Giant Mind IP. Student shall also ensure that all third-party uses of the 1 Giant Mind IP in association with Student’s name or identity (including, without limitation, on social media, webpage or any other platform or location), are permanently deleted and removed.
c. Certification Renewal. If Student achieves Certification, Student may elect to annually maintain and continue to be Certified by 1 Giant Mind (each an “Annual Period”), provided that Student pays to 1 Giant Mind its renewal fee and does the following during each Annual Period: (i) view and complete a minimum of six (6) 1 Giant Mind training webinars; (ii) completes and submits to 1 Giant Mind a renewal certification application which includes, amongst other things, Student’s affirmation that Student has held a minimum of six (6) independent courses; (iii) volunteer time as a meditation teacher in connection with a minimum of one (1) course; and (iv) may be subject to a criminal and/or financial background check. For purposes of clarification, Certification expires after one (1) year and renewal is required to utilize 1 Giant Mind’s member benefits, including, but not limited to, advanced training webinars, teacher resource materials, additional online training, and access to its teachers. Student acknowledges and accepts that 1 Giant Mind reserves its right to modify its Certification requirements and renewal policy from time to time.
5. TRAINING FEES. Unless otherwise stated, all fees are quoted in U.S. Dollars. Student is responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid training program. If Student’s payment method fails or Student’s account is past due, 1 Giant Mind may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and 1 Giant Mind reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services. Refunds may be available for paid Services as described in herein. In the event Student fails to pay to 1 Giant Mind the Training Program fees as described hereunder, 1 Giant Mind may immediately terminate this Agreement.
6. TRAINING PROGRAM DURATION & REFUND POLICY.
a. Training Program Duration. Student must complete the Training Program within twenty-four (24) weeks (the “Training Period”), from the Effective Date. In the event Student does not complete the Training Program within the Training Period, Student may request an extension of time from 1 Giant Mind in the manner required by 1 Giant Mind, and 1 Giant Mind may, in its sole discretion, and on a case by case basis, grant such requested extension under special circumstances.
b. Certification Not Granted / Refund. In the event Student has completed the Training Program during the Training Period but has not been Certified by 1 Giant Mind, Student may retake the Training Program at no additional cost provided that Student does so during the one-year period from the Effective Date. In the event that Student retakes the Training Program as described in the previous sentence but still has not been approved for final certification by 1 Giant Mind, then Student may request a refund of fifty percent (50%) of the Training Fee paid by Student to 1 Giant Mind, provided that Student request such refund in writing and such request is made prior to the one-year period from the Effective Date (e.g. the Effective Date is April 30, 2018, refund request must be made no later than April 29, 2019, any request made after April 29, 2019 will not be valid and no refund will be provided).
7. EDUCATIONAL PURPOSES ONLY / NO MEDICAL ADVICE. Student acknowledges and agrees that 1 Giant Mind or its affiliated Websites does not provide medical or legal advice. The information provided under the training program, the Website and under this Agreement (collectively, the “Information”), is solely for educational purposes only. Any use of the Information, receipt of Information, or the transmission of Information does not constitute a physician-patient or attorney-client relationship. The 1 Giant Mind meditation training and the Information is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of Student’s physician or other qualified health provider with any questions Student may have regarding a medical condition. Never disregard professional medical advice or delay seeking it because of something Student has read in the Information. Information has been carefully reviewed and researched by 1 Giant Mind, however, it is not intended to provide or replace medical advice, nor should it be used to diagnose, treat, cure or prevent disease. The information and opinions expressed within this website should not be interpreted as medical recommendations of any kind. 1 Giant Mind’s training or advice is neither sponsored, endorsed, approved nor recommended by any health care professionals or governmental authorities.
8. NO GUARANTEE OR REPRESENTATION. Student acknowledges and agrees that 1 Giant Mind makes no guarantee or representation whatsoever in connection with: (i) any success at passing any training program provided hereunder; (ii) certification of any training program provided hereunder; (iii) any certification to any training program under taken by Student hereunder, including without limitation even in the event that Student passes any or all levels of any specific training program; (iv) any guarantee of any future employment or the ability to utilize any such training to generate any level of income; or (v) that Student will become a successful meditation teacher or trainer.
9. OWNERSHIP, RESTRICTIONS & COPYRIGHT.
a. Restrictions. Student acknowledges and agrees that 1 Giant Mind does not grant to Student, and Student will never use the 1 Giant Mind IP, or any 1 Giant Mind materials in any manner that may appear or imply that Student is affiliated or is a franchise partner of 1 Giant Mind, including, but not limited to, using 1 Giant Mind’s name, or portion thereof, or utilize any portion of the 1 Giant Mind IP in Student’s tradename, name of business, marketing materials, advertisements, or to lease or purchase any property in 1 Giant Mind’s name or in a name that appears or imply that 1 Giant Mind is the lessee or owner of such property. For purposes of clarification, nothing contained in the Agreement precludes Student from practicing, teaching, or promoting any other meditation “brand” or technique or implies that Student is required to solely teach the 1 Giant Mind meditation techniques. Notwithstanding the foregoing, Student acknowledges and agrees that Student will not modify or combine the 1 Giant Mind meditation techniques with any other meditation technique and refer to any such modified method as the 1 Giant Mind meditation technique.
b. 1 Giant Mind IP. This Agreement does not grant Student any rights in 1 Giant Mind IP nor any applicable right, title and interest to any materials provided to Student as part of the Training Program, Certification or renewal, or available on 1 Giant Mind’s websites (collectively the “1 Giant Mind Materials”), which will at all times be and remain 1 Giant Mind’s intellectual property. If, by operation of law, there are any rights in the 1 Giant Mind Materials that do not accrue to 1 Giant Mind under the preceding sentence, then Student shall assign all worldwide perpetual rights, including, without limitation, all copyrights and all other intellectual property rights, in and to all 1 Giant Mind Materials to 1 Giant Mind and agrees that it shall take, at Student’s expense, any and all such other actions reasonably deemed appropriate by Student in furtherance of such assignment. All applicable right, title and interest to any third party elements included on the 1 Giant Mind’s websites (collectively, the “Third Party Elements”), including the copyrights and goodwill therein, will at all times be and remain with 1 Giant Mind or the third party owner of such elements, as applicable, and Student will not acquire any right, title or interest whatsoever therein as a result of Student’s use thereof of, or through this Agreement. Student further agrees that it will not apply for or seek to obtain trademark, copyright, domain name, patents, or any other intellectual property right in any of the 1 Giant Mind IP, 1 Giant Mind Materials or the Third Party Elements. Student will not modify the graphic image or text of any 1 Giant Mind IP or the 1 Giant Mind Materials, in any way, or otherwise harm, misuse or bring into disrepute any of the 1 Giant Mind IP or the 1 Giant Mind Materials, their reputation or that of 1 Giant Mind IP or the 1 Giant Mind or any of its affiliated entities.
10. CONFIDENTIALITY. During the term of this Agreement and in performance of the Training Program or the subsequent re-Certification, Student may acquire confidential information. As a condition of 1 Giant Mind’s release of confidential information to Student, Student agrees as follows:
a. Confidential Information. As used in this Agreement, the term “Confidential Information” shall include any and all proprietary information or materials Student may receive in connection with the Training Program or re-Certification, including but not limited to: (i) information concerning 1 Giant Mind’s techniques, processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, specifications, data, know-how, formats, marketing plans and programs, business plans, strategies, and customer and supplier identities; and (ii) information regarding agreements between 1 Giant Mind and third parties. Confidential Information shall not include information, if any, which was or becomes generally available to the public other than as a result of a disclosure by Student, or by other persons, including Student’s agents, to whom Student has disclosed such information.
b. Restrictions On Disclosure. All Confidential Information will be held by Student in trust and confidence on behalf of 1 Giant Mind, Student will not disclose or permit access to nor will Student authorize or permit any other person or entity to disclose or permit access to any other person or entity of all or any part of the Confidential Information without the prior written consent of 1 Giant Mind. In addition, Student will use the Confidential Information only for the purpose defined in this Agreement, and not in any other manner or for any other reason, including any manner or reason that may be detrimental to 1 Giant Mind or any of its affiliated entities. Further, Student will take such action, legal or otherwise, to the extent necessary to ensure that only those persons who, pursuant to this Agreement, would be permitted access to the Confidential Information are able to obtain such access.
c. Exemptions From Restrictions On Disclosure. Student may disclose the Confidential Information to comply with applicable law, administrative or court order; provided, however, that in each such instance Student shall notify 1 Giant Mind in writing prior to such disclosure and Student shall use Student’s best efforts to seek confidential treatment of the Confidential Information. Student may also disclose the Confidential Information to Student’s bankers, attorneys, accountants, directors, employees, and other agents (collectively, “Agents”) on a “need to know” basis; provided, however, that such Agents, prior to any disclosure, sign a non-disclosure agreement, with a copy of this Agreement attached, and with a statement signifying that such Agents agree to be bound by the terms of this Agreement. Student will be responsible and fully liable for any breach of this Agreement by such Agents.
d. Survival. This section shall survive termination of this Agreement.
11. DAMAGES AND ATTORNEYS’ FEES. Student’s breach of this Agreement and/or use of the 1 Giant Mind IP without the express written permission of 1 Giant Mind may constitute trademark infringement, copyright infringement, unfair competition, and false advertising, among other violations. 1 Giant Mind reserves all rights to pursue all claims, damages and relief against Student related to Student’s breach of this Agreement, including his or her failure to perform any of the obligations or covenants under this Agreement. 1 Giant Mind will be entitled to recovery of its attorneys’ fees and other costs of suit if 1 Giant Mind obtains a judgment in its favor against Student in any legal proceeding arising out Student’s breach of this Agreement, including his or her refusal or failure to perform any of the obligations or covenants under this Agreement. THE TOTAL LIABILITY OF 1 GIANT MIND TO STUDENT IN ANY EVENT IS LIMITED TO THE TOTAL AMOUNT OF FEESPAID TO 1 GIANT MIND BY STUDENT IN THE PRIOR SIX MONTHS UNDER THE TERMS OF THIS AGREEMENT. 1 Giant Mind is not liable to Student or any third party for any indirect, special or consequential damages. For the avoidance of doubt, this means that 1 Giant Mind is never liable to Student (or any other third party) for Student’s (or any other third parties) expenditures, investments, leases, commitments lost revenue, lost profits, or lost data, even if 1 Giant Mind terminates or breaches this Agreement.
12. REPRESENTATIONS AND WARRANTIES. Student represents and warrants that: (i) it has the power and authority to enter into this Agreement and to perform fully its obligations under this Agreement; (ii) it is under no contractual or other legal obligation that might interfere in any way with its prompt and complete performance under this Agreement; and (iii) upon such execution of this Agreement, this Agreement constitutes a binding obligation of Student. Additionally, in the event Student upon Certification elects to teach the 1 Giant Mind meditation techniques, Student will: (A) adhere to all applicable laws, ordinances, codes and regulations in the jurisdiction that Student operates its training; and (B) will secure and maintain for a period no less than three (3) years following the Term, all applicable insurance coverage to a minimum limit of $1,000,000 per occurrence and $3,000,000 in the aggregate. All such insurance must be issued by reputable insurers rated A or better by A.M. Best and Co. Upon request by 1 Giant Mind, Student will provide to 1 Giant Mind a Certificate of Insurance evidencing the above, adding 1 Giant Mind, LLC, and their parent and affiliated companies, and all of their respective officers, directors, agents, and employees as additional insureds on the policy. All policies of insurance shall be on a primary basis, non-contributory with other insurance coverage and/or self-insurance, include a waiver of subrogation clause, include a Separation of Insured Clause, and may not be non-renewed, cancelled or materially changed or altered unless endeavoring to provide thirty (30) days advance written notice via certified mail to 1 Giant Mind. The limits of coverage, as mutually agreed among the parties, will not be construed as a limitation of any potential liability, and failure to request evidence of this insurance will in no way be construed as a waiver of Student’s obligation to provide the agreed insurance coverage.
13. INDEMNIFICATION. Student agree to indemnify, defend, and hold harmless 1 Giant Mind and its subsidiaries and affiliated entities, and each of their respective officers, affiliates, directors, agents and employees (collectively, a “1 Giant Mind Party”) from and against any and all actions, claims, liabilities, judgments, settlements, losses, damages, expenses and costs (including court costs and attorneys’ fees), arising from or related to any third party claim, suit or proceeding brought against any 1 Giant Mind Party which arises from or is related to: (a) Student’s breach of any of its obligations described herein; (b) infringement or misappropriation by Student of any intellectual property, personal or proprietary right of 1 Giant Mind, or any third party; (c) property damage, personal injury, or death based on Student’s negligent, reckless, or willful acts or omissions; (d) any other actions, claims, liabilities, losses, damages, expenses and costs related to Student’s relationship with 1 Giant Mind; or (e) from and against any and all claims, liabilities, suits, actions, liens, costs and expenses (including reasonable attorneys’ fees) of any kind and nature arising out of or in connection with Student’s teaching or training practice or operation, including, without limitation, in connection with any student or trainee of Student, that Student’s teaches the 1 Giant Mind meditation techniques.
14. DISCLAIMER AND LIMITATION OF LIABILITY.
a. DISCLAIMER. THE TRAINING PROGRAM(S) AND ALL INCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 1 GIANT MIND SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 1 GIANT MIND FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO STUDENT’S ACCESS OR USE OF THE TRAINING PROGRAM OR ANY RELATED CONTENT. STUDENT ACKNOWLEDGES AND AGREES THAT ANY ACCESS TO OR USE OF THE SERVICES OR SUCH CONTENT IS AT STUDENT’S OWN RISK.
b. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 1 GIANT MIND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) STUDENT’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OF THE TRAINING PROGRAMS; (ii) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN 1 GIANT MIND, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (ii) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF STUDENT’S CONTENT OR INFORMATION. IN NO EVENT SHALL 1 GIANT MIND'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE TRAINING PROGRAMS EXCEED TWENTY U.S. DOLLARS ($20) OR THE TOTAL AMOUNT OF FEES RECEIVED BY 1 GIANT MIND FROM STUDENT’S FOR THE USE OF ANY SERVICES DURING THE PRIOR SIX MONTHS, WHICHEVER IS GREATER.
STUDENT ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN STUDENT AND 1 GIANT MIND, AND THAT THIS SECTION ARE AN ESSENTIAL BASIS TO 1 GIANT MIND 'S ABILITY TO MAKE THE TRAINING PROGRAMS AVAILABLE TO STUDENT ON AN ECONOMICALLY FEASIBLE BASIS.
STUDENT AGREES THAT ANY CAUSE OF ACTION RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
15. STANDARD TERMS.
a. Course Modification. 1 Giant Mind reserves the right to cancel, interrupt, or reschedule any training or to modify any of the training content or the point value or weight of any exercise, or other assessment. Additionally, 1 Giant Mind reserves the right to modify this Agreement from time to time.
b. No Academic Credit. Unless otherwise explicitly indicated by a credit-granting institution, participation in or completion of 1 Giant Mind training programs does not confer any academic credit to Student. 1 Giant Mind has no obligation hereunder to have any training program recognized by any educational institution or accreditation organization.
c. Governing Law. Irrespective of the place of execution or performance, this Agreement will be governed, construed, and enforced in accordance with the laws of the State of Delaware, excluding choice of law principles of such state that would require the application of the laws of a jurisdiction other than Delaware. Any action or proceeding brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement shall be exclusively brought in Wilmington, Delaware. The parties will not raise in connection therewith, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action, suit or proceeding to enforce the terms of this Agreement or adjudicate any dispute arising out of this agreement.
d. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior written or oral understandings relating to the Services. This Agreement cannot be changed or terminated orally, except by a written instrument signed by the authorized representatives of the parties.
e. Enforceability. If any provision of this Agreement is held to be prohibited or invalid under applicable law by a court of competent jurisdiction, such provision will be modified or severed from this Agreement to the extent necessary to make such provision enforceable against such party or in such circumstance. Neither the unenforceability of such provision nor the modification or severance of such provision will affect, (i) the enforceability of any other provision of this Agreement, or (ii) the enforceability of such provision against any party or in any circumstance other than those against or in which such provision is found to be unenforceable.
By using any training program or enrolling in a training program Student agrees to be bound by the terms and conditions of this Agreement.
REVISED - Updated April 20, 2018