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FlowCode Golf Coach Cooperation Agreement

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

“FlowCode Golf Coach packages” consist of content available in online format in the FlowCode Golf Academy online portals, 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 Golf Academy membership” is a membership paid monthly and it enables the FlowCode Golf Coaches as Academy members to have access to all the platforms group meetings, mastermind groups, Webinars, sessions, license to use the brand, music, marketing materials, videos, presentations and access to all upgrades of the system.

A “FlowCode Golf Coach” is an individual that has undergone the online educational process within one of the packages 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 (“FlowCode Golf Coach”), and shall be deemed effective as of the date when you register for one of the FlowCode Golf Coach packages (the “Effective Date”).

FGI is the owner of the trademarks (“The Flow Marks”) FlowCode® and the respective logotypes, education modules, music and other materials as well as the holder of intellectual property rights associated with 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 Golf 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 FlowCode Golf Coach and the FlowCode Golf Coach 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
All the FlowCode Golf packages include an online course with certification and a monthly membership which includes 
access to all the platforms group meetings, mastermind groups, Webinars, sessions, license to use the brand, music, marketing materials, videos, presentations and access to all upgrades of the system.  

Our modules, courses and memberships 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 Golf 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 Golf Coach.

FlowCode Golf Coach agrees that nothing in this License shall give FlowCode Golf 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 Golf Coach certification will be certified only after the online exam is passed and the certification call is finalized.

FlowCode Golf Coach agrees that the nature and quality of all Services rendered by FlowCode Golf Coach under the Marks shall conform to the standards set by FGI as explained in the official FlowCode Golf Coach education module as well as all other materials presented in the FlowCode Golf Academy Portal 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 FlowCode Golf Academy Portal 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 Portal. You are not allowed to take videos of full sessions and place them online in any way.

6. Term
The title of the FlowCode Golf Coach is a lifetime title that is granted upon certification.  In case the FlowCode Golf Coach cancels the Academy Membership this means that this Agreement is terminated. The FlowCode Golf Coach has to immediately cease the use the FlowCode brand, logos, music, marketing materials and techniques.  The FlowCode Golf Coach shall also lose access to all the Golf Academy profiles and platforms.

Notwithstanding the foregoing, FGI may cancel this Agreement with or without cause, by giving the FlowCode Golf Coach 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 Golf Coach in the event of a breach of any of the provisions hereof by the FlowCode Golf Coach 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 Golf 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 GolfCoach 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 Golf Coach created any unauthorized printed materials containing the FGI mark, FlowCode Golf Coach shall immediately destroy all such printed materials. In the event FlowCode Golf Coach registered a domain name containing the mark, then upon FGI’s request, FlowCode Golf 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 Golf Coach continues to use the FlowCode 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 Golf 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 Portal.

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

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

FlowCode Golf 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. FlowCode Golf Coach 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 FlowCode Golf Coach.

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 FlowCode Golf Coach 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 FlowCode Golf Coach pursuant to this Agreement.

11. Indemnification
FlowCode Golf Coach 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 FlowCode Golf Coach of any provision of this Agreement or from any other act of malfeasance or nonfeasance on the part of FlowCode Golf Coach. 

11. Disclaimers 
FGI makes no representations or warranties, express or implied, to FlowCode Golf Coach 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
FlowCode Golf Coach acknowledges and agrees that as a result of the physical nature of FlowCode exercises & classes, exercises may not be safe or appropriate for everyone. FlowCode Golf Coach further acknowledges and agrees that any information FGI may provide to FlowCode Golf Coach 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.

FlowCode Golf Coach further acknowledges that FlowCode Golf Coach has been encouraged to seek the advice of a physician or other qualified healthcare professional if FlowCode Golf Coach has experienced any medical condition that may affect FlowCode Golf Coach’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 FlowCode Golf Coach 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

FlowCode Golf Coach’s payment of fees pursuant to this Agreement constitutes FlowCode Golf Coach’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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