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FlowCode Coach Cooperation Agreement

“FlowCode Coach system” is an assembly of the FlowCode® online  courses and corresponding FlowCode® services.

“FlowCode Full Coach package” consists of content available in online format in the FlowHub7 portal (700+ flow inducing techniques and programs) and the FlowHub Pro profile (to which the registrant gets access upon payment), leading the registrant through various sections, including an online exam and a Skype/Zoom call with a FlowCode expert to finalize the certification process.

“FlowCode Coaching Academy membership” is a membership paid monthly (or within the Premium package, in a single payment as lifetime membership) and it enables the FlowCode Coaches as Academy members to have access to FH PRO educational portal and FH7 portal/coaching tool, to 1:1 and group, meetings, mastermind groups, Webinars, sessions for Coaches, Locator listing, license to use the brand, music, marketing materials, videos, presentations and access to all upgrades of the system.

“FlowCode Specialized modules” are additional specifications of the FlowCode system like FlowCode Corporate, FlowCode Sports etc.

 

A “FlowCodeCoach” is an individual that has undergone the online educational process within the FlowCode Full Coach package and was granted the above mentioned title.

This Cooperation Agreement (“Agreement”) is made and entered into between Flow Global Initiative, FGI d.o.o. (“FGI”), and you (“FlowCodeCoach”), and shall be deemed effective as of the date when the you register for the FlowCode Full Coach package (the “Effective Date”).

FGI is the owner of the trademarks (“The Flow Marks”) FlowCode® including NirvanaFitness® and the respective logotypes, education modules, music and other materials as well as the holder of intellectual property rights associated with NirvanaFitness and the FlowCode. 

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

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

Any transfer of the license or materials obtained within the education and franchise license fee or using the materials after the 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. Fees
In case of offers that include a monthly membership
, the FlowCode Coach is granted the FlowCode Full Coach package materials with access to FlowHub PRO and FlowHub7 portals whereas the membership is prolonged on a monthly basis.  The FlowCodeCoach can also opt for the Lifetime license which means that there shall be no further costs to cover.  In case of payment in installments, access is granted upon the payment of the first installment. This is not a subscription offer and cannot be terminated before full payment. All the installments have to be paid in full.
In case of termination before the installments are paid in full a penalty in an amount of 25% from the remaining sum would apply. After the penalty is paid, the accounts shall be closed.
If the FlowCode Coach has already been certified and the installments are not paid in full the title and certification of the FlowCode Coach would be revoked.

FULL FLOWCODE COACH PACKAGE – specification of what is included in the package:
EDUCATIONAL PART
FlowCode theory (manual and 43 video lessons)
FlowCode coaching manual
FlowCode method, types of sessions, working with clients, supporting documents
FlowCode Workshop manual

TECHNIQUES
700 + techniques (breathwork, meditation, movement modalities, audio, visual, cognitive triggers, rituals etc.) all in the FlowHub7 Portal
CERTIFICATION & MENTORING
Lifetime certificate of a FlowCode Coach
Intro call + 1 hour of live online mentoring

MATERIALS
Marketing materials
Webinar materials
Offers for clients

ACADEMY MEMBERSHIP
Access to FH PRO educational portal and FH7 portal/coaching tool
1:1 and group, meetings, mastermind groups, Webinars, sessions for Coaches
Locator listing
License to use the brand, music, marketing materials, videos, presentations
All upgrades

If the Full FlowCode Coach package is purchased together with one of our Specialized modules then some additional materials for that particular Specialized module are added to the list as per the specification on our website.

The FlowCode Coach, when certified, shall automatically be listed on the FlowCode website as a FlowCode Coach (in the Locator).

The 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.

Our modules, courses and packages fees as well as license fees are not refundable.

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 

FlowCode Coach 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 FlowCode Coach.

FlowCoach agrees that nothing in this License shall give FlowCode Coach 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 FlowCode Coach certification will be certified only if all the conditions as set in the Terms of purchase are met.

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

5. Marketing possibilities

In marketing, the materials that can be found in the FlowHub PRO 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 FlowHub PRO 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 FlowHub PRO profile.

6. Term
The title of the FlowCode Coach is a lifetime title that is granted upon certification. Those that acquired the Premium kit also hold lifetime access to all the portals and materials as well as a lifetime license to use the brand, the logo, the marketing materials, be listed in the FlowCode Coach Locator etc. Those that acquired the package with a set up fee and are paying the Academy Membership monthly are also prolonging the License on a monthly basis. In case the FlowCode Coach cancels the Academy Membership this means that this Agreement is terminated. The FlowCode Coach has to immediately cease the use the FlowCode brand, logos, music, marketing materials and techniques.
Notwithstanding the foregoing, FGI may cancel this Agreement with or without cause, by giving the FlowCodeCoach 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. 

If the termination is performed with a cause, FGI shall have the right to immediately terminate this Agreement upon written notice to FlowCode Coach in the event of a breach of any of the provisions hereof by the FlowCodeCoach 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 the FlowCode Coach with an opportunity to cure any breach of this Agreement prior to termination. 

7. Effect of Termination
Upon termination of this Agreement, the FlowCode Coach 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 FlowCode Coach created any unauthorized printed materials containing the FGI mark, FlowCode Coach shall immediately destroy all such printed materials. In the event FlowCode Coach registered a domain name containing the mark, then upon FGI’s request, FlowCode Coach 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 FlowCode Coach 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 
FlowCode Coach 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 FlowHub PRO profile.

Such modified terms shall be deemed incorporated herein and made a part hereof. FGI shall make commercially reasonable efforts to notify FlowCode Coaches 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 the FlowCode Coach does not agree to abide by the terms of the Agreement, as modified, FlowCode Coach’s sole remedy and recourse shall be to terminate this Agreement.

9. Relationship of Parties 
The legal relationship between FGI and the FlowCode Coach 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 the FlowCode Coach. 

FlowCode Coach 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. 

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