This License Agreement (the “Agreement”) governs your use of and access to the Loving Heart Connections® materials provided by Clearing Your Soul, LLC (“Clearing Your Soul”) and/or Spiritual Synergy LLC ("Spiritual Synergy"). By registering and/or paying for, and clicking a box to indicate the online course you are registering for, you certify that you are 18 years of age or older and agree to be bound by the terms of this License. This Agreement is effective as of the date you accept it (the “Effective Date”).
DEFINITIONS
"Loving Heart Connections®" is a spiritual, energetic, self-healing modality ("LHC").
“Licensed Materials” means copyrighted materials and other intellectual property provided to you by Clearing Your Soul and/or Spiritual Synergy as part of a course, seminar, or online subscription. Licensed Materials includes, but is not limited to, systems, manuals, and the Licensed Trademarks. Licensed Materials include all derivations of the Licensed Materials.
“Licensed Trademarks” means the Loving Heart Connections trademarks, LHC™, Clearing Your Soul™, CYS™ and all derivations thereof.
“Services” means services provided to self and third parties using the Licensed Materials, including but not limited to, energetic, spiritual, and/or self-healing services.
AGREEMENT
1. RIGHTS GRANTED. Spiritual Synergy grants to you, subject to the terms, covenants, conditions and limitations set forth in this Agreement, a non-exclusive, non-transferable, non-assignable, non-sublicensable, fully-paid license to (i) use the Licensed Materials in connection with the provision of the Services, and (ii) use the Licensed Trademarks solely in connection with advertising the provision of Services that use the Licensed Materials. All LHC sessions conducted by all providers and facilitators are to be separate sessions meaning that LHC is NEVER to be combined with any other system, modality, mediumship, or other services. All rights not expressly granted hereunder are reserved by Spiritual Synergy, including the rights to all derivative works.
2. OWNERSHIP. You acknowledge Spiritual Synergy’s ownership and exclusive right to use, and to authorize others to use, the Licensed Materials. You acknowledge Spiritual Synergy exclusively own all rights, title and interest in and to any Licensed Trademark and Licensed Materials or any protectable variations. You acknowledge the validity of the Licensed Trademarks and agree not to claim any right, title, or interest in or to any of the Licensed Materials and Licensed Trademarks or any protectable variations and derivations thereof, or attempt to register any of the Licensed Trademarks in your own name or assist any third party in doing so. This section survives termination of the Agreement.
3. LICENSE LIMITATIONS.
Licensed Materials
Licensed Trademarks- Quality Control
5. RELEASE AND INDEMNIFICATION. You agree to release and indemnify Spiritual Synergy and its agents, officers, directors, employees, successors and assigns, and to hold each of them harmless in all respects, including attorneys’ fees, from and against any claims, demands, suits or causes of action and resulting settlements, awards or judgments arising out of or in connection with any act or alleged activity by you in connection with this Agreement including any defects or alleged defects in the Licensed Materials or Licensed Trademarks or your offerings made in connection with the use of the Licensed Materials or Licensed Trademarks. This indemnification clause shall survive the termination of this Agreement.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF ARE EXPRESSLY EXCLUDED AND DECLINED. THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPIRITUAL SYNERGY DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR NEEDS OR REQUIREMENTS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
THE INFORMATION PROVIDED IN THE MATERIALS IS NOT OFFERED AS MEDICAL OR PSYCHOLOGICAL ADVICE OR TREATMENT AND SHOULD NOT BE CONSIDERED MEDICAL OR PSYCHOLOGICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE INFORMATION PROVIDED IN THE MATERIALS IS NOT INTENDED TO BE A SUBSTITUTE FOR RESPONSIBLE ACTION IN REGARD TO PHYSICAL, MENTAL, EMOTIONAL, OR SPIRITUAL ISSUES OR SYMPTOMS AND YOU AND/OR THIRD PARTIES SHOULD NOT STOP TAKING ANY MEDICATION BASED ON THE MATERIALS. ALWAYS SEEK THE ADVICE OF A QUALIFIED HEALTH CARE PROFESSIONAL REGARDING ANY MENTAL, PHYSICAL, OR EMOTIONAL CONDITIONS, ISSUES, OR SYMPTOMS. ALL INFORMATION IS BASED ON SPIRITUAL KNOWLEDGE AND GUIDANCE AND NOT BASED ON SCIENTIFIC EVIDENCE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRITUAL SYNERGY BE LIABLE FOR AND YOU HEREBY WAIVE ALL CLAIMS OF: (A) ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INFRINGEMENT ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE LICENSED MATERIALS, YOUR INABILITY TO USE THE LICENSED MATERIALS, LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY SPIRITUAL SYNERGY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SPIRITUAL SYNERGY'S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST SPIRITUAL SYNERGY MORE THAN TWO (2) YEARS AFTER SUCH CAUSE OF ACTION FIRST AROSE. SPIRITUAL SYNERGY‘S LIABILITY ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEE PAID BY YOU TO SPIRITUAL SYNERGY FOR THE LICENSED MATERIALS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SPIRITUAL SYNERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPIRITUAL SYNERGY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR OR ANY OTHER USERS’ COMPUTERS OR DATA, OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS OR USE OF THE LICENSED MATERIAL.
7. MISCELLANEOUS. Spiritual Synergy may modify the terms of this Agreement at any time by providing written notice. Any such modification shall relate back to the Effective Date of this Agreement and govern your use from the date of such Notice. No amendment, modification or supplement of any provisions of this Agreement will be valid or effective unless made in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. This Agreement shall not create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between Spiritual Synergy and you. This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any other third party, whether or not referred to in this Agreement. If any provision of this Agreement is deemed to be unenforceable, void, or invalid under any applicable statute or rule of law, it is to that extent to be deemed invalid. However, such invalidation will not invalidate the remaining provisions hereunder, and they shall remain in full force and effect. This Agreement cannot be assigned by you and any purported transfer or attempt by you to transfer or assign any part of this Agreement in violation of this Section, either expressly or by operation of law, shall be null and void. Spiritual Synergy shall have the right to transfer or assign all or any part of its rights or obligations hereunder to any person or legal entity. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further rights under this Agreement. This Agreement constitutes the entire agreement of the parties and the provisions hereof have superseded any and all prior and contemporaneous agreements or understandings relating to the same subject matter. The headings used herein are for reference and convenience only and shall not enter into the interpretation of this Agreement.
DEFINITIONS
"Loving Heart Connections®" is a spiritual, energetic, self-healing modality ("LHC").
“Licensed Materials” means copyrighted materials and other intellectual property provided to you by Clearing Your Soul and/or Spiritual Synergy as part of a course, seminar, or online subscription. Licensed Materials includes, but is not limited to, systems, manuals, and the Licensed Trademarks. Licensed Materials include all derivations of the Licensed Materials.
“Licensed Trademarks” means the Loving Heart Connections trademarks, LHC™, Clearing Your Soul™, CYS™ and all derivations thereof.
“Services” means services provided to self and third parties using the Licensed Materials, including but not limited to, energetic, spiritual, and/or self-healing services.
AGREEMENT
1. RIGHTS GRANTED. Spiritual Synergy grants to you, subject to the terms, covenants, conditions and limitations set forth in this Agreement, a non-exclusive, non-transferable, non-assignable, non-sublicensable, fully-paid license to (i) use the Licensed Materials in connection with the provision of the Services, and (ii) use the Licensed Trademarks solely in connection with advertising the provision of Services that use the Licensed Materials. All LHC sessions conducted by all providers and facilitators are to be separate sessions meaning that LHC is NEVER to be combined with any other system, modality, mediumship, or other services. All rights not expressly granted hereunder are reserved by Spiritual Synergy, including the rights to all derivative works.
2. OWNERSHIP. You acknowledge Spiritual Synergy’s ownership and exclusive right to use, and to authorize others to use, the Licensed Materials. You acknowledge Spiritual Synergy exclusively own all rights, title and interest in and to any Licensed Trademark and Licensed Materials or any protectable variations. You acknowledge the validity of the Licensed Trademarks and agree not to claim any right, title, or interest in or to any of the Licensed Materials and Licensed Trademarks or any protectable variations and derivations thereof, or attempt to register any of the Licensed Trademarks in your own name or assist any third party in doing so. This section survives termination of the Agreement.
3. LICENSE LIMITATIONS.
Licensed Materials
- You may only use the Licensed Materials in the course of providing the Services for self and to third parties.
- You may not use the Licensed Materials to teach third parties.
- You may not reproduce the Licensed Materials.
- You may not sell, lease, license, sublicense, distribute, assign, or otherwise transfer, in whole or in part, the Licensed Materials to another party.
- You may not provide, disclose, transfer, divulge or make available to any third party, or permit any third party to use, the Licensed Materials in whole or in part without Spiritual Synergy's prior written consent.
- You may not modify or create derivative works based upon the Licensed Materials.
- You agree to comply with all laws, rules, orders or regulations in utilizing the Licensed Materials. You will be solely responsible for using the Licensed Materials in a manner that complies with all federal, state, and local laws, statutes, regulations, rules and ordinances.
Licensed Trademarks- Quality Control
- You may only use the Licensed Trademarks to advertise that you provide Services using the Licensed Materials. You may not use the Licensed Trademarks to imply that you are related to or endorsed by Spiritual Synergy or in connection with teaching.
- Your use of the Licensed Trademarks shall be in accordance with applicable trademark law and shall be displayed only in the format or type style as set forth in trademark guidelines that may be provided by Spiritual Synergy from time to time.
- You must use the appropriate “TM” or ® symbols, as specified by Spiritual Synergy from time to time and shall indicate at all times and in connection with all use of the Licensed Trademarks that the Licensed Trademarks are owned by Spiritual Synergy.
- You may not alter, modify, change or otherwise affect the Licensed Trademarks, or create a composite mark by combining or closely associating any of the Licensed Trademarks with another trademark, service mark, logo, insignia, design, name, symbol, or other branding.
- You agree to submit examples of how you have used the Licensed Trademarks to Spiritual Synergy within a reasonable time upon receiving a written request. In the event that Spiritual Synergy advises that your use of the materials is unacceptable for any reason, you agree to cease use of and remove the Licensed Trademarks from any and all unacceptable materials, applications, websites, and social media accounts and sites.
- You agree not to use the Licensed Trademarks in any manner that would disparage, tarnish, or dilute the distinctive quality of the Licensed Trademarks, or the reputation and goodwill embodied in the Licensed Trademarks, or which would reflect adversely on the Licensed Trademarks, Spiritual Synergy, or any of its services or its representatives.
- You agree to promptly inform Spiritual Synergy if you become aware of any infringing use of the Licensed Trademarks.
5. RELEASE AND INDEMNIFICATION. You agree to release and indemnify Spiritual Synergy and its agents, officers, directors, employees, successors and assigns, and to hold each of them harmless in all respects, including attorneys’ fees, from and against any claims, demands, suits or causes of action and resulting settlements, awards or judgments arising out of or in connection with any act or alleged activity by you in connection with this Agreement including any defects or alleged defects in the Licensed Materials or Licensed Trademarks or your offerings made in connection with the use of the Licensed Materials or Licensed Trademarks. This indemnification clause shall survive the termination of this Agreement.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF ARE EXPRESSLY EXCLUDED AND DECLINED. THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPIRITUAL SYNERGY DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR NEEDS OR REQUIREMENTS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
THE INFORMATION PROVIDED IN THE MATERIALS IS NOT OFFERED AS MEDICAL OR PSYCHOLOGICAL ADVICE OR TREATMENT AND SHOULD NOT BE CONSIDERED MEDICAL OR PSYCHOLOGICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE INFORMATION PROVIDED IN THE MATERIALS IS NOT INTENDED TO BE A SUBSTITUTE FOR RESPONSIBLE ACTION IN REGARD TO PHYSICAL, MENTAL, EMOTIONAL, OR SPIRITUAL ISSUES OR SYMPTOMS AND YOU AND/OR THIRD PARTIES SHOULD NOT STOP TAKING ANY MEDICATION BASED ON THE MATERIALS. ALWAYS SEEK THE ADVICE OF A QUALIFIED HEALTH CARE PROFESSIONAL REGARDING ANY MENTAL, PHYSICAL, OR EMOTIONAL CONDITIONS, ISSUES, OR SYMPTOMS. ALL INFORMATION IS BASED ON SPIRITUAL KNOWLEDGE AND GUIDANCE AND NOT BASED ON SCIENTIFIC EVIDENCE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRITUAL SYNERGY BE LIABLE FOR AND YOU HEREBY WAIVE ALL CLAIMS OF: (A) ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INFRINGEMENT ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE LICENSED MATERIALS, YOUR INABILITY TO USE THE LICENSED MATERIALS, LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY SPIRITUAL SYNERGY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SPIRITUAL SYNERGY'S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST SPIRITUAL SYNERGY MORE THAN TWO (2) YEARS AFTER SUCH CAUSE OF ACTION FIRST AROSE. SPIRITUAL SYNERGY‘S LIABILITY ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEE PAID BY YOU TO SPIRITUAL SYNERGY FOR THE LICENSED MATERIALS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SPIRITUAL SYNERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPIRITUAL SYNERGY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR OR ANY OTHER USERS’ COMPUTERS OR DATA, OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS OR USE OF THE LICENSED MATERIAL.
7. MISCELLANEOUS. Spiritual Synergy may modify the terms of this Agreement at any time by providing written notice. Any such modification shall relate back to the Effective Date of this Agreement and govern your use from the date of such Notice. No amendment, modification or supplement of any provisions of this Agreement will be valid or effective unless made in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. This Agreement shall not create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between Spiritual Synergy and you. This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any other third party, whether or not referred to in this Agreement. If any provision of this Agreement is deemed to be unenforceable, void, or invalid under any applicable statute or rule of law, it is to that extent to be deemed invalid. However, such invalidation will not invalidate the remaining provisions hereunder, and they shall remain in full force and effect. This Agreement cannot be assigned by you and any purported transfer or attempt by you to transfer or assign any part of this Agreement in violation of this Section, either expressly or by operation of law, shall be null and void. Spiritual Synergy shall have the right to transfer or assign all or any part of its rights or obligations hereunder to any person or legal entity. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further rights under this Agreement. This Agreement constitutes the entire agreement of the parties and the provisions hereof have superseded any and all prior and contemporaneous agreements or understandings relating to the same subject matter. The headings used herein are for reference and convenience only and shall not enter into the interpretation of this Agreement.
LOVING HEART CONNECTIONS® LICENSE AGREEMENT
This License Agreement (the “Agreement”) governs your use of and access to the Jade Process materials provided by Spiritual Synergy LLC (“Spiritual Synergy”). By registering and/or paying for, and clicking a box to indicate the online subscription, course, or systems you are registering for, you certify that you are 18 years of age or older and agree to be bound by the terms of this License. This Agreement is effective as of the date you accept it (the “Effective Date”).
DEFINITIONS
“Licensed Materials” means copyrighted materials and other intellectual property provided to you by Spiritual Synergy as part of a course, seminar, or online subscription. Licensed Materials includes, but is not limited to, charts, systems, manuals, and the Licensed Trademarks. Licensed Materials include all derivations of the Licensed Materials.
“Licensed Trademarks” means the JÁDE PROCESS, JÁDE PROCESS-BALANCE, JÁDE PROCESS-HARMONY, JÁDE PROCESS-RELEASE, JÁDE PROCESS-SWIRL, JÁDE PROCESS-SYNERGY and JÁDE PROCESS-SYNERGY TECHNIQUE trademarks and all derivations thereof.
“Services” means services provided to self and third parties using the Licensed Materials, including but not limited to, energetic, spiritual, and/or self-healing services.
AGREEMENT
Licensed Materials
Licensed Trademarks- Quality Control
4. TERMINATION. Spiritual Synergy may terminate the license provided under this Agreement immediately if the Licensed Materials or Licensed Trademarks are used in a way that breaches this Agreement. Upon receiving written notice of termination, you agree to immediately discontinue all use of and remove from materials, applications, websites, social media accounts and sites the Licensed Materials and Licensed Trademarks. Spiritual Synergy’s delay or failure to terminate the Agreement for a breach does not waive its right to do so later.
5. RELEASE AND INDEMNIFICATION. You agree to release and indemnify Spiritual Synergy and its agents, officers, directors, employees, successors and assigns, and to hold each of them harmless in all respects, including attorneys’ fees, from and against any claims, demands, suits or causes of action and resulting settlements, awards or judgments arising out of or in connection with any act or alleged activity by you in connection with this Agreement including any defects or alleged defects in the Licensed Materials or Licensed Trademarks or your offerings made in connection with the use of the Licensed Materials or Licensed Trademarks. This indemnification clause shall survive the termination of this Agreement.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF ARE EXPRESSLY EXCLUDED AND DECLINED. THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPIRITUAL SYNERGY DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR NEEDS OR REQUIREMENTS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
THE INFORMATION PROVIDED IN THE MATERIALS IS NOT OFFERED AS MEDICAL OR PSYCHOLOGICAL ADVICE OR TREATMENT AND SHOULD NOT BE CONSIDERED MEDICAL OR PSYCHOLOGICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE INFORMATION PROVIDED IN THE MATERIALS IS NOT INTENDED TO BE A SUBSTITUTE FOR RESPONSIBLE ACTION IN REGARD TO PHYSICAL, MENTAL, EMOTIONAL, OR SPIRITUAL ISSUES OR SYMPTOMS AND YOU AND/OR THIRD PARTIES SHOULD NOT STOP TAKING ANY MEDICATION BASED ON THE MATERIALS. ALWAYS SEEK THE ADVICE OF A QUALIFIED HEALTH CARE PROFESSIONAL REGARDING ANY MENTAL, PHYSICAL, OR EMOTIONAL CONDITIONS, ISSUES, OR SYMPTOMS. ALL INFORMATION IS BASED ON SPIRITUAL KNOWLEDGE AND GUIDANCE AND NOT BASED ON SCIENTIFIC EVIDENCE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRITUAL SYNERGY BE LIABLE FOR AND YOU HEREBY WAIVE ALL CLAIMS OF: (A) ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INFRINGEMENT ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE LICENSED MATERIALS, YOUR INABILITY TO USE THE LICENSED MATERIALS, LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY SPIRITUAL SYNERGY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SPIRITUAL SYNERGY’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST SPIRITUAL SYNERGY MORE THAN TWO (2) YEARS AFTER SUCH CAUSE OF ACTION FIRST AROSE. SPIRITUAL SYNERGY’S LIABILITY ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEE PAID BY YOU TO SPIRITUAL SYNERGY FOR THE LICENSED MATERIALS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SPIRITUAL SYNERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPIRITUAL SYNERGY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR OR ANY OTHER USERS’ COMPUTERS OR DATA, OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS OR USE OF THE LICENSED MATERIAL.
7. MISCELLANEOUS. Spiritual Synergy may modify the terms of this Agreement at any time by providing written notice. Any such modification shall relate back to the Effective Date of this Agreement and govern your use from the date of such Notice. No amendment, modification or supplement of any provisions of this Agreement will be valid or effective unless made in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. This Agreement shall not create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between Spiritual Synergy and you. This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any other third party, whether or not referred to in this Agreement. If any provision of this Agreement is deemed to be unenforceable, void, or invalid under any applicable statute or rule of law, it is to that extent to be deemed invalid. However, such invalidation will not invalidate the remaining provisions hereunder, and they shall remain in full force and effect. This Agreement cannot be assigned by you and any purported transfer or attempt by you to transfer or assign any part of this Agreement in violation of this Section, either expressly or by operation of law, shall be null and void. Spiritual Synergy shall have the right to transfer or assign all or any part of its rights or obligations hereunder to any person or legal entity. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further rights under this Agreement. This Agreement constitutes the entire agreement of the parties and the provisions hereof have superseded any and all prior and contemporaneous agreements or understandings relating to the same subject matter. The headings used herein are for reference and convenience only and shall not enter into the interpretation of this Agreement.
DEFINITIONS
“Licensed Materials” means copyrighted materials and other intellectual property provided to you by Spiritual Synergy as part of a course, seminar, or online subscription. Licensed Materials includes, but is not limited to, charts, systems, manuals, and the Licensed Trademarks. Licensed Materials include all derivations of the Licensed Materials.
“Licensed Trademarks” means the JÁDE PROCESS, JÁDE PROCESS-BALANCE, JÁDE PROCESS-HARMONY, JÁDE PROCESS-RELEASE, JÁDE PROCESS-SWIRL, JÁDE PROCESS-SYNERGY and JÁDE PROCESS-SYNERGY TECHNIQUE trademarks and all derivations thereof.
“Services” means services provided to self and third parties using the Licensed Materials, including but not limited to, energetic, spiritual, and/or self-healing services.
AGREEMENT
- RIGHTS GRANTED. Spiritual Synergy grants to you, subject to the terms, covenants, conditions and limitations set forth in this Agreement, a non-exclusive, non-transferable, non-assignable, non-sublicensable, fully-paid license to (i) use the Licensed Materials in connection with the provision of the Services, and (ii) use the Licensed Trademarks solely in connection with advertising the provision of Services that use the Licensed Materials. All rights not expressly granted hereunder are reserved by Spiritual Synergy, including the rights to all derivative works.
- OWNERSHIP. You acknowledge Spiritual Synergy’s ownership and exclusive right to use, and to authorize others to use, the Licensed Materials. You acknowledge that Spiritual Synergy exclusively owns all rights, title, and interest in and to any Licensed Trademarks and Licensed Materials or any protectable variations. You acknowledge the validity of the Licensed Trademarks and agree not to claim any right, title, or interest in or to any of the Licensed Materials and Licensed Trademarks or any protectable variations and derivations thereof, or attempt to register any of the Licensed Trademarks in your own name or assist any third party in doing so. This section survives termination of the Agreement.
- LICENSE LIMITATIONS.
Licensed Materials
- You may only use the Licensed Materials in the course of providing the Services for self and to third parties.
- You may not use the Licensed Materials to teach third parties.
- You may not reproduce the Licensed Materials.
- You may not sell, lease, license, sublicense, distribute, assign, or otherwise transfer, in whole or in part, the Licensed Materials to another party.
- You may not provide, disclose, transfer, divulge or make available to any third party, or permit any third party to use, the Licensed Materials in whole or in part without Spiritual Synergy’s prior written consent.
- You may not modify or create derivative works based upon the Licensed Materials.
- You agree to comply with all laws, rules, orders or regulations in utilizing the Licensed Materials. You will be solely responsible for using the Licensed Materials in a manner that complies with all federal, state, and local laws, statutes, regulations, rules and ordinances.
Licensed Trademarks- Quality Control
- You may only use the Licensed Trademarks to advertise that you provide Services using the Licensed Materials. You may not use the Licensed Trademarks to imply that you are related to or endorsed by Spiritual Synergy or in connection with teaching.
- Your use of the Licensed Trademarks shall be in accordance with applicable trademark law and shall be displayed only in the format or type style as set forth in trademark guidelines that may be provided by Spiritual Synergy from time to time.
- You must use the appropriate “TM” or ® symbols, as specified by Spiritual Synergy from time to time and shall indicate at all times and in connection with all use of the Licensed Trademarks that the Licensed Trademarks are owned by Spiritual Synergy.
- You may not alter, modify, change or otherwise affect the Licensed Trademarks, or create a composite mark by combining or closely associating any of the Licensed Trademarks with another trademark, service mark, logo, insignia, design, name, symbol, or other branding.
- You agree to submit examples of how you have used the Licensed Trademarks to Spiritual Synergy within a reasonable time upon receiving a written request. In the event that Spiritual Synergy advises that your use of the materials is unacceptable for any reason, you agree to cease use of and remove the Licensed Trademarks from any and all unacceptable materials, applications, websites, and social media accounts and sites.
- You agree not to use the Licensed Trademarks in any manner that would disparage, tarnish, or dilute the distinctive quality of the Licensed Trademarks, or the reputation and goodwill embodied in the Licensed Trademarks, or which would reflect adversely on the Licensed Trademarks, Spiritual Synergy, or any of its services or its representatives.
- You agree to promptly inform Spiritual Synergy if you become aware of any infringing use of the Licensed Trademarks.
4. TERMINATION. Spiritual Synergy may terminate the license provided under this Agreement immediately if the Licensed Materials or Licensed Trademarks are used in a way that breaches this Agreement. Upon receiving written notice of termination, you agree to immediately discontinue all use of and remove from materials, applications, websites, social media accounts and sites the Licensed Materials and Licensed Trademarks. Spiritual Synergy’s delay or failure to terminate the Agreement for a breach does not waive its right to do so later.
5. RELEASE AND INDEMNIFICATION. You agree to release and indemnify Spiritual Synergy and its agents, officers, directors, employees, successors and assigns, and to hold each of them harmless in all respects, including attorneys’ fees, from and against any claims, demands, suits or causes of action and resulting settlements, awards or judgments arising out of or in connection with any act or alleged activity by you in connection with this Agreement including any defects or alleged defects in the Licensed Materials or Licensed Trademarks or your offerings made in connection with the use of the Licensed Materials or Licensed Trademarks. This indemnification clause shall survive the termination of this Agreement.
6. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF ARE EXPRESSLY EXCLUDED AND DECLINED. THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPIRITUAL SYNERGY DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR NEEDS OR REQUIREMENTS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
THE INFORMATION PROVIDED IN THE MATERIALS IS NOT OFFERED AS MEDICAL OR PSYCHOLOGICAL ADVICE OR TREATMENT AND SHOULD NOT BE CONSIDERED MEDICAL OR PSYCHOLOGICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE INFORMATION PROVIDED IN THE MATERIALS IS NOT INTENDED TO BE A SUBSTITUTE FOR RESPONSIBLE ACTION IN REGARD TO PHYSICAL, MENTAL, EMOTIONAL, OR SPIRITUAL ISSUES OR SYMPTOMS AND YOU AND/OR THIRD PARTIES SHOULD NOT STOP TAKING ANY MEDICATION BASED ON THE MATERIALS. ALWAYS SEEK THE ADVICE OF A QUALIFIED HEALTH CARE PROFESSIONAL REGARDING ANY MENTAL, PHYSICAL, OR EMOTIONAL CONDITIONS, ISSUES, OR SYMPTOMS. ALL INFORMATION IS BASED ON SPIRITUAL KNOWLEDGE AND GUIDANCE AND NOT BASED ON SCIENTIFIC EVIDENCE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRITUAL SYNERGY BE LIABLE FOR AND YOU HEREBY WAIVE ALL CLAIMS OF: (A) ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INFRINGEMENT ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE LICENSED MATERIALS, YOUR INABILITY TO USE THE LICENSED MATERIALS, LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY SPIRITUAL SYNERGY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SPIRITUAL SYNERGY’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST SPIRITUAL SYNERGY MORE THAN TWO (2) YEARS AFTER SUCH CAUSE OF ACTION FIRST AROSE. SPIRITUAL SYNERGY’S LIABILITY ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEE PAID BY YOU TO SPIRITUAL SYNERGY FOR THE LICENSED MATERIALS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SPIRITUAL SYNERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPIRITUAL SYNERGY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR OR ANY OTHER USERS’ COMPUTERS OR DATA, OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS OR USE OF THE LICENSED MATERIAL.
7. MISCELLANEOUS. Spiritual Synergy may modify the terms of this Agreement at any time by providing written notice. Any such modification shall relate back to the Effective Date of this Agreement and govern your use from the date of such Notice. No amendment, modification or supplement of any provisions of this Agreement will be valid or effective unless made in writing. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. This Agreement shall not create a joint venture, partnership, principal-agent, employer-employee, or similar relationship between Spiritual Synergy and you. This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any other third party, whether or not referred to in this Agreement. If any provision of this Agreement is deemed to be unenforceable, void, or invalid under any applicable statute or rule of law, it is to that extent to be deemed invalid. However, such invalidation will not invalidate the remaining provisions hereunder, and they shall remain in full force and effect. This Agreement cannot be assigned by you and any purported transfer or attempt by you to transfer or assign any part of this Agreement in violation of this Section, either expressly or by operation of law, shall be null and void. Spiritual Synergy shall have the right to transfer or assign all or any part of its rights or obligations hereunder to any person or legal entity. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further rights under this Agreement. This Agreement constitutes the entire agreement of the parties and the provisions hereof have superseded any and all prior and contemporaneous agreements or understandings relating to the same subject matter. The headings used herein are for reference and convenience only and shall not enter into the interpretation of this Agreement.
Jáde Process® License Agreement
License Agreements
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