FlowCoach Franchise Cooperation Agreement

“FlowCoach system” is an assembly of the Flow® online and NirvanaFitness® on-site courses and corresponding Flow® & NirvanaFitness® branded accessories.

“FlowCoach online course” consists of content available in online format in the FEA – FlowHub Pro profile (to which the registrant gets access upon course payment), leading the registrant through various sections, including an online exam and a Skype call with a FEA expert to finalize the certification process.
 
A “FlowCoach” is an individual that has undergone a FlowCoach online Coach course and was granted the above mentioned title.
 
The “Flow Education Alliance profile (FEA profile)” is an online platform within the FlowCoach® system where FlowCoaches have access to all the educational and marketing materials.

This Cooperation Agreement (“Agreement”) is made and entered into between Flow Global Initiative FGI d.o.o. (“FGI”), and you (“FlowCoach”), and shall be deemed effective as of the date when the you get certified as a FlowCoach (the “Effective Date”).

FGI is the owner of the trademarks (“The Flow Marks”) Flow® including NirvanaFitness® and the respective logotypes, education modules, music and other materials as well as the holder of intellectual property rights associated with Nirvana and the FlowCode. Before the effective date you are not allowed to present yourself as a FlowCoach our use our marks in reference to your work.

Now therefore, in consideration of the foregoing premises and the mutual promises hereinafter set forth, the parties agree as follows:

1. Grant of Franchise license
FGI hereby grants to the FlowCoach a non-exclusive, non transferable license (the “License”), without warranty, to use the Flow Marks to promote the Services to be offered by the FlowCoach and the FlowCoach accepts the License, during the Term hereof, all subject to the terms and conditions set forth herein.

Any transfer of the Franchise license or materials obtained within the education and franchise license fee or using the materials after the Franchise license has expired is considered a breach of this Agreement subject to a penalty of 2000 EUR and possible termination of this Agreement on the sole discretion of FGI.

2. Franchise license fees 
Within the payment for the education module (Basic kit), the FlowCoach also receives the 1st year franchise license. The FlowCoach can also opt for the Lifetime license (Premium kit) which means that there shall be no further costs to cover. 

Upon registration, within the course fee, the FlowCoach receives access to the Flow Education Alliance (FEA) profile with education steps (Manuals, Video lessons, Workshop materials, marketing materials etc.) and the FlowHub Pro profile where all the triggers and techniques can be found.

In case of the Basic kit, after the expiry of one year (and then on a yearly basis), if the FlowCoach wishes to continue to work under the FGI brands and using the materials provided in the FEA profile, the license has to be prolonged for another year or the FlowCoach can upgrade to lifetime license by paying a one time fee of 449 EUR + VAT (if applicable).

The yearly fee is 129 EUR + VAT (if applicable)  – or the equivalent in other available currencies. If the FlowCoach does not prolong the license, accesses to the FEA and FlowHub Pro profiles will be revoked. Using the materials after the Franchise license has expired is considered a breach of this Agreement subject to a penalty of 2000 EUR and possible termination of this Agreement on the sole discretion of FGI.

The FlowCoach, when certified, shall automatically be listed on the FlowCode website as a FlowCoach (in the FlowCoach Locator).
 
The Franchise license fee is subject to reasonable changes in FGI’s sole and absolute discretion, doing everything possible that such changes would follow the principle of fairness and respect of the initial terms and not obstruct the work of FlowCoaches.

FGI reserves the right to establish, revise, modify or amend at any time its billing practices, methods and fees, including without limitation collection practices, payment practices, supplemental fees and separate fees for content or the services provided on FGI’s website(s).

FGI shall not be required to provide specific notice, whether formal or informal, of such fee changes; however, FGI agrees to post such changes on its website, and such changes shall be specifically incorporated herein and made a part hereof. 

3. Ownership of Marks 

FlowCoach acknowledges that FGI owns the Marks and agrees to take no action inconsistent with such ownership. All intellectual property rights of FGI in connection with this Agreement shall remain the exclusive property of FGI and nothing in relation to this Agreement shall operate as a transfer of any intellectual property rights to the FlowCoach.

FlowCoach agrees that nothing in this License shall give FlowCoach any right, title or interest in the Marks other than the right to use the Marks in accordance with this Agreement. 

4. Certification and the standards of quality 
The person taking the FlowCoach online course will be certified only if all the conditions as set in the Terms of purchase are met.

FlowCoach agrees that the nature and quality of all Services rendered by FlowCoach under the Marks shall conform to the standards set by FGI as explained in the official FlowCoach education module, FlowCode Manual, FlowCoach Manual, as well as all other materials presented in the FEA profile and FlowHub Pro and the Nirvana marketing quality standards as otherwise dictated by FGI from time to time. 

5. Marketing possibilities

In marketing, the materials that can be found in the FEA profile under the Marketing  section should be used. If you create your own materials you are obligated to use official pictures, fonts and brand logotypes that can also be found in the FEA profile. You are not allowed to take videos of full sessions and place them online in any way. All the allowed marketing practices are described in the Marketing related documents that can be found in the FEA profile.

6. Term
The initial term of this Agreement shall be for one year from the Effective Date. After one year the FlowCoach can prolong the Agreement for another year and so on in line with the structure described in Article 2 of this Agreement) – this applies for those that acquired the Basic kit, those that acquired the Premium kit have the Lifetime license so they have no further costs and this Agreement is concluded for an indefinite period of time.

In case of Basic kit, if the payment of the second year license is not made, this means that this Agreement is terminated. Notwithstanding the foregoing, FGI may cancel this Agreement with or without cause, by giving the FlowCoach a written notice of termination.

Termination without cause would apply in the case of company liquidation or substantial changes in the ownership control of the company. In such case any fees paid but not used shall be returned to FlowCoach, excluding the license fees. 

If the termination is performed with a cause, FGI shall have the right to immediately terminate this Agreement upon written notice to FlowCoach in the event of a breach of any of the provisions hereof by FlowCoach or upon taking any illegal action or other conduct deemed by FGI to be detrimental to the FGI brands. FGI may, in its sole and absolute discretion but following the practice of fair and just business, provide FlowCoach with an opportunity to cure any breach of this Agreement prior to termination. 

7. Effect of Termination
Upon termination of this Agreement, FlowCoach shall immediately discontinue all use of the Marks (including as part of a domain name) as well as any and all confusingly similar names and marks.

In the event FlowCoach created any unauthorized printed materials containing the FGI mark, FlowCoach shall immediately destroy all such printed materials. In the event FlowCoach registered a domain name containing the mark, then upon FGI’s request, FlowCoach shall transfer such domain name to FGI. All rights in the Mark and the goodwill connected therewith shall remain the property of FGI. In case the FlowCoach continues to use the Nirvana brand or any marketing materials or leads classes or exercises sequences and their name under FGI’s brand name or a different name using the music and materials even if the Agreement was terminated, this shall be deemed as a breach of this Agreement subject to the penalty of 2000 EUR.

8. Modifications to Terms and Conditions 
FlowCoach acknowledges that the terms and conditions of this Agreement may be reasonably updated and modified from time to time at FGI’s sole and absolute discretion. Such changes will be shown by FGI’s posting of a change notice or a new agreement on its website within the FEA profile.

Such modified terms shall be deemed incorporated herein and made a part hereof. FGI shall make commercially reasonable efforts to notify FlowCoaches of all such changes prior to implementation; provided, however that the enforceability of such changes shall not be deemed contingent upon actual notification. In the event FlowCoach does not agree to abide by the terms of the Agreement, as modified, FlowCoach’s sole remedy and recourse shall be to terminate this Agreement.
 
9. Relationship of Parties 
The legal relationship between FGI and FlowCoach shall be that of licensor and licensee. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall FGI be deemed to be acting in a fiduciary capacity with respect to FlowCoach. 

FlowCoach shall have no authority to make or accept any offers or representations on behalf of FGI or to otherwise bind FGI in any manner. FlowCoach shall not make any statements or take actions in any media whatsoever, including, without limitation, electronic media, print media, wireless media or the worldwide web, that reasonably may contradict the relationship set forth herein, that reasonably may confuse or mislead any person regarding the nature of the relationship between FGI and FlowCoach.
 
10. Limitation of Liability
Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall FGI or any of its affiliates, employees, directors, officers, agents, vendors or suppliers be liable to FlowCoach or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of FGI has been advised of or should have known of the possibility of such damages. In no event shall FGI be liable for any damages in excess of the fees paid by the FlowCoach pursuant to this Agreement.
 
11. Indemnification
FlowCoach shall indemnify, defend and hold harmless FGI and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by FlowCoach of any provision of this Agreement or from any other act of malfeasance or nonfeasance on the part of FlowCoach. 

11. Disclaimers 
FGI makes no representations or warranties, express or implied, to FlowCoach with respect to the FGI Services, or any products sold through the FGI system – online or offline (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, FGI makes no representation that the operation of FGI’s website will be uninterrupted or error-free. As such, FGI shall not be liable for the consequences of any interruptions or errors, although FGI agrees to make commercially reasonable efforts to correct errors or interruptions promptly.
 
12. Nature of Nirvana Services
FlowCoach acknowledges and agrees that as a result of the physical nature of Flow or NirvanaFitness exercises & classes, exercises may not be safe or appropriate for everyone. FlowCoach further acknowledges and agrees that any information FGI may provide to FlowCoach through a website or otherwise regarding health and fitness is intended solely as a general educational aid and is not a substitute for medical or healthcare advice.

FlowCoach further acknowledges that FlowCoach has been encouraged to seek the advice of a physician or other qualified healthcare professional if FlowCoach has experienced any medical condition that may affect FlowCoach’s ability to provide the Services.

FGI and its affiliates and agents assume no responsibility for any consequence relating directly or indirectly to any action or in action FlowCoach may take based on the information, services, or other material provided on a theflowcode.com or the theflowhub.com website. While FGI will strive to provide complete, up-to-date and accurate information on its websites, FGI and its affiliates and agents do not guarantee, and shall not be responsible for any damage or loss related to the accuracy, completeness, or timeliness of such information.
 
13. Notices
Any notice, request, demand or other communication required or permitted to be given hereunder may be given via email at support@theflowcode.com. FGI will reply within 5 working days after the receipt of the notice. All notices sent by mail are to be sent by registered mail to address FGI d.o.o., Strossmayerjeva 16, 1000 Ljubljana, Slovenia, EU.

14. Acceptance of Terms

FlowCoach’s payment of fees pursuant to this Agreement constitutes FlowCoach’s acceptance of the terms hereof.
 
15. Entire Agreement
This Agreement shall supersede any other previously or simultaneously created documents, discussions or promises with which it may conflict.

Final provisions
This Agreement and any matters hereto shall be governed by the substantive law of Slovenia. In the event of any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled before the competent court in Ljubljana, Slovenia.