AGREEMENT THIS AGREEMENT (“AGREEMENT”) WILL GOVERN YOUR PURCHASE AND ONGOING USE OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THIS AGREEMENT is made by and between Christ Centered Yoga, LLC, a Georgia Limited Liability Company (hereinafter the “Company”), and the person accepting this Agreement or the company or the legal entity for which you are accepting this Agreement, and Affiliates of that company or entity (hereinafter referred to as “You”). RECITALS WHEREAS, the Company is in the business of providing written materials for a yoga ministry (hereinafter the “Materials”) and conducting workshops for training in yoga ministry, and You are interested in using the Materials to conduct a yoga ministry and in participating in a workshop conducted by the Company; and WHEREAS, the Company has invested considerable capital, time and effort in creating the Materials and has confidential and proprietary information relating thereto and the Materials are protected by United States Copyright law; NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and the business dealings between the Company and You, the parties hereto agree as follows: 1. Non-disclosure. You acknowledge that irreparable injury and damage will result from disclosure to third parties of any of the Materials; therefore, You agree to hold all Materials in strict confidence and not to disclose any Materials, any copies of Materials, any part of Materials, or any summary or synopsis of Materials to a third-party except as allowed herein. You may disclose the Materials to the extent necessary to conduct Yoga instruction as outlined by the Materials. In the event that You become a “Partner in Ministry” with the Company, You may disclose the “Illuminations” provided under the “Partner in Ministry” Agreement with Your students. In the event that You become a corporate Partner in Ministry, You may disclose the “Illuminations” provided under the “Partner in Ministry” Agreement with Your students and your Corporate Partner. You further agree not to alter or amend any of the Materials (including, but not limited to, the “Illuminations”) in any way. You may disclose the Materials if and to the extent that such disclosure is required by applicable law, provided that You use reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment and provide the Company a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. 2. Acknowledgement of Trademark Rights. You acknowledge and agree that the Company has the exclusive rights to use the trademark “Christ Centered Yoga”, which is registered in the United States Patent and Trademark Office, registration number 2,966,864, registered July 12, 2005, and the drawn logo trademark for Christ Centered Yoga which is registered in the United States Patent and Trademark Office, registration number 2,966,865, registered July 12, 2005 (collectively the “Marks”). You further acknowledge that you have no right to use the Marks without the written consent of the Company. 3. Certification of Good Health and Assumption of the Risk. The activities conducted by the Company include strenuous physical activities and the participation in these activities could result in serious injury or death. You certify that You are in good health and are not suffering from any medical condition which would prevent you from being able to take part in strenuous physical activity. You further agree that by participating in the activities conducted by the Company You assume the risk of said participation including the risk that serious injury or death could occur as a result of Your participation in the activities conducted by the Company. If You have any doubts about Your ability to take part in strenuous physical activity, it is Your responsibility to consult a physician before taking part in any of the activities conducted by the Company. 4. Indemnity. In consideration for the covenants and promises made in this Agreement, You hereby covenant for Yourself, Your agents, employees, successors and assigns to indemnify and hold the Company its employees, agents, successors, assigns, officers, directors, and members harmless from and against any and all claims, actions, causes of action, damages, losses, costs, liabilities, charges, fees (including attorney’s fees), and court costs claimed by or on behalf of You or any of Your officers, agents, servants or employees, or by or on behalf of any other parties, arising out of or in connection with participation of activities conducted by the Company. Provided, however, this indemnity shall not apply as to the willful or wanton acts of the Company, its agents or employees. 5. Retention of Legal Rights The Company retains all rights and remedies afforded it under the laws of the United States and the State of Georgia, including without limitation any laws designed to protect proprietary or confidential information. 6. Injunctive Relief You acknowledge that the unauthorized use or disclosure of the Materials would cause irreparable harm to the Company. Accordingly, You agree that the Company will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. 7. Term of Agreement This Agreement applies to all Materials that are disclosed by the Company to You during the period of the business relationship between the Company and You. 8. Entire Agreement This Agreement sets forth the entire agreement and understanding of the parties and merges all prior discussions between them as to the Materials. Neither party may be bound by any definition, condition, representation, or waiver other than as expressly stated in this Agreement or as subsequently set forth in writing signed by the parties hereto. 9. Governing Law This Agreement shall be governed by the laws of the State of Georgia as applied to contracts entered into and to be performed entirely within the State of Georgia. 10. Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors and assigns. 11. Severability The provisions of this Agreement will be deemed severable, and if any part of any provision is held illegal, void, or invalid under Georgia law, such provision will be changed to the extent necessary to make the provision, as so changed, legal, valid, and binding. If any provision of this Agreement is held illegal, void, or invalid and the court will not revise or modify the provision to make it, as so changed, legal, valid, and binding, the remaining provisions of this Agreement will not in any way be affected or impaired, but will remain binding in accordance with their terms. Appearance Release Form I/We, the undersigned individual(s), grant Christ Centered Yoga, LLC, its agents, employees, consultants, contractors, partners, clients, advertisers, sponsors, licensees, assignees and transferees (“Producer”), the perpetual, irrevocable, royalty-free right and license to: · Record my participation and appearance on digital or film photography, videotape, audiotape, or any other form of medium (collectively, the “Recordings”). · I agree that Producer may tape and photograph me, and record my voice, conversations and sounds, including any performance of any type. I declare that any statements made by me during my appearance are true, to the best of my knowledge, and that neither they nor my appearance will violate or infringe upon the rights of any third party. · Use my name (or my fictional name), likeness, voice and biographical material in connection with these Recordings to be used by Producer as it may desire. · Reproduce, distribute, publicly display and/or publicly perform, in print, electronic or any other medium, copies of Recordings, in whole or in part, by and all means, devices, processes and technologies now or hereafter known or devised. The undersigned represents that he or she possesses all rights necessary to grant this permission for and in connection with the Purpose. · I agree that Producer may edit, alter, dub and/or otherwise change the materials for any such purpose. · This grant of rights is made voluntarily by me. I further agree to release and forever discharge Producer, its agents, employees, and designated representatives, from any and all claims in law or equity that I, my heirs or personal representatives, have or shall have, arising out of Recordings. · I understand that the Producer of this program shall be the exclusive owner of the result of Recordings and that they may screen it anywhere in the world, an unlimited number of times in any manner whatsoever as they may please. I acknowledge that I shall not sue and seek any injunctive or equitable relief from my releases. · I hereby waive any right of inspection or approval of my appearance or the uses to which such appearance may be put. · This agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and shall be governed by and construed in accordance with the laws of Georgia. Any claims or controversy arising out of or relating to this Agreement shall be brought exclusively in any federal or state court of competent jurisdiction located in Georgia, and the parties hereby consent to personal jurisdiction and/or venue in said court. BY SIGNING ABOVE YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU MAY USE THE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO THE MATERIALS, ONLY IF YOU ACCEPT THE TERMS OF THIS AGREEMENT. | 