Terms & Conditions

1 Intellectual Property License & Terms of Use Students and graduates of Integrative Nutrition Inc.’s (“IIN”) Health Coach Training Program (“HCTP”) who are in good financial and academic standing with IIN and meet the criteria set forth below (“you” or “Licensee”) are granted a limited, personal, non-exclusive, nontransferable, non-assignable, revocable license ( “IP License”) to use certain intellectual property owned or created by Integrative Nutrition Inc. d/b/a Institute for Integrative Nutrition (“IIN IP”) subject to the terms and conditions (“IIN IP Terms of Use”) set forth herein. By using any IIN IP, you are agreeing to be bound by the IIN IP Terms of Use. If you do not agree to these IIN IP Terms of Use, do not use any IIN IP. The use of IIN IP without IIN’s prior written consent is prohibited and may constitute infringement and/or unfair competition in violation of federal and state laws. 1. Licensee. A Licensee must meet the following criteria: a. You must have already completed Module 20 of HCTP. Students who have not yet completed Module 20 of HCTP are not eligible to be Licensees. b. You must be in good financial standing with IIN. If you have failed to make a timely payment to IIN for any program, including but not limited to HCTP, you are not in good financial standing until such unpaid amounts are cured. c. You must be in good academic standing with IIN. Students who have failed to comply with the HCTP Code of Conduct or have otherwise violated the term(s) of any agreement with IIN are not in good academic standing. 2. Term. The initial term (“Initial Term”) of the IP License shall commence upon a Licensee’s completion of Module 20 of HCTP and expire on December 31 at 11:59 p.m. of the calendar year following the Licensee’s completion of Module 20 of HCTP (the “Auto-Renewal Date”). The IP License shall automatically renew for an additional one-year term and shall continue to automatically renew on the Auto-Renewal Date of each successive year, unless terminated as set forth below. Licensee shall remain bound by the IIN IP Terms of Use while Licensee uses IIN IP and thereafter as set forth herein. By using or continuing to use any IIN IP after the Auto-Renewal Date, the Licensee shall be deemed to have accepted any changes to the IIN IP Terms of Use. 3. Termination. The IP License shall be terminated immediately if: a. IIN or Licensee provide notice of termination, at any time, for any reason; b. Licensee withdraws from HCTP; c. Licensee is suspended or removed from HCTP; d. Licensee fails to successfully graduate from HCTP; e. Licensee fails to remain in good academic standing with IIN; f. Licensee fails to remain in good financial standing with IIN; or g. Licensee violates these IIN IP Terms of Use or any other agreement with IIN. 2 Upon termination of the IP License, Licensee agrees to immediately discontinue using any IIN IP and shall remove any IIN IP from any websites, social media sites, other forms of online and offline media, or any other materials owned or used by Licensee. 4. Inspection. IIN shall have the unlimited right to inspect Licensee’s websites, social media sites, and any other forms of online or offline media in any form, to determine Licensee’s compliance with the IP License and the IIN IP Terms of Use. Should IIN discover that Licensee has improperly used any IIN IP, IIN reserves the right to demand that Licensee modify and/or remove such content as necessary to achieve compliance with the IP License and IIN IP Terms of Use. 5. You acknowledge and agree that: a. IIN has invested substantial resources in developing and protecting the IIN IP, which includes all patents, copyrights, trade names, trademarks, trade dress, logos, service marks, and any other materials created or owned by IIN. b. The IIN IP Terms of Use may be modified by IIN, at any time, for any reason, with or without notice to you. The IIN IP Terms of Use will be available at www.integrativenutrition.com. You accept the affirmative obligation to periodically review the IIN IP Terms of Use to ensure that your use of IIN IP complies with the IIN IP Terms of Use effective at that time. By continuing to use any IIN IP, you are bound by the IIN IP Terms of Use as modified. c. IIN is the sole owner of the IIN IP and IIN reserves all ownership rights to the IIN IP. Nothing herein shall be regarded as transferring ownership in IIN IP to any Licensee or other party. d. You will not interfere with IIN’s rights in the IIN IP, including challenging IIN’s use, registration of, or application to register trademark or copyrights anywhere in the world. e. You will not harm, misuse, or bring into disrepute any IIN IP. f. The goodwill derived from using any IIN IP inures exclusively to the benefit of and belongs to IIN, its successors and/or assigns. g. Except for the limited right to use the IIN IP as set forth in the IIN IP Terms of Use, or as otherwise permitted by IIN, no other rights of any kind are granted hereunder, by implication or otherwise 6. Trademarks. A trademark is a word, phrase, symbol or design, or combination of same, that identifies and distinguishes the source of the goods or services of a party. IIN owns 3 numerous trademarks that identify and distinguish its goods and services from others, including, but not limited to: a. Institute for Integrative Nutrition® b.Integrative Nutrition® c. IIN® d.Are You IIN?® e. Could One Conversation Change Your Life? ® f. The IIN “Swirl” : 7. Copyrights. Copyright is a form of protection afforded to all original works of authorship, whether published or unpublished, fixed on a tangible medium, including, but not limited to, literary works, artistic works, musical works, photographic works, computer software, etc. For example, all of the material provided by IIN in connection with HCTP is copyrighted, including, but not limited to: a. The HCTP curriculum, including the modules, quizzes, and tests (“Curriculum Materials”); b. The HCTP Business Toolkit, including, but not limited to, all additional resources provided to you in connection with HCTP, including, but not limited to, the 6-Month Program Resources; c. LiveEdit platform website templates and any related content provided by IIN. 8. Use of IIN IP. As used herein, the term “use” means: re-printing, distributing, disseminating, and/or otherwise reproducing IIN IP in any medium, including, but not limited to, printed materials, websites, and/or social media sites. All use of IIN IP must be in accordance with the IIN IP Terms of Use, trademark and copyright laws, and any other instructions or restrictions provided by IIN. 9. Authorized Use of IIN Trademarks. You may use the IIN trademarks IIN®, Integrative Nutrition®, and Institute for Integrative Nutrition® (“Authorized Trademarks”) to refer to your education at IIN. When using the Authorized Trademarks to describe your education at IIN, you must also adhere to the following: a. Adjectives. The Authorized Trademarks must be used as adjectives, not nouns, verbs, or in the possessive form. For example, you may state that you are a student or graduate of the IIN® Health Coach Training Program (IIN® as an adjective) but you may not state that you are a student or graduate of IIN® (IIN® as a noun). 4 b. Correct Capitalization and Spelling. The Authorized Trademarks must be spelled and capitalized correctly as shown above. c. Attribution. The Authorized Trademarks must be accompanied by the registration symbol, ®. Alternatively, to the extent that repeated placement of the ® symbol is too cumbersome, a credit/notice section with the following statement is sufficient: The term(s) [IIN®, Integrative Nutrition®, and/or Institute for Integrative Nutrition® is/are a trademark owned by Integrative Nutrition Inc. (used with permission).] 10. Unauthorized Use of IIN Trademarks. You may not use, in whole or in part, any IIN trademark, except the Authorized Trademarks as provided in Paragraph 9 herein. In addition, you may not use any IIN trademarks, including the Authorized Trademarks, in the following ways: a. Disparaging Manner. You may not use any IIN trademark in a disparaging manner. b. Endorsement or Sponsorship. You may not use any IIN trademark in a manner that suggests IIN’s affiliation with or endorsement, sponsorship, or support of a third-party product or service, including your own health coaching services. This is distinct from you using the Authorized Trademarks to refer to your education at IIN. c. Merchandise. You may not manufacture, sell, distribute, or give-away merchandise items bearing any IIN trademarks. d. Logos. You may not use or imitate any IIN logos, including, but not limited to, the IIN spiral. e. Slogans. You may not use or imitate any IIN slogans, including, but not limited to: Are You IIN? ® and Could One Conversation Change Your Life? ®. f. Domain Names. You may not use an identical or nearly identical IIN trademark in a domain name, sub-domain name, or in a website’s html source code, metatags, or description. g. Social Media. You may not use IIN trademarks in the title of a social media group, social media URL, or social media username. 5 h. Nouns. IIN trademarks may not be used as nouns or in the possessive (e.g., IIN®’s Health Coach Training Program). i. Modification. IIN trademarks may not be modified or altered in any way. 11. Authorized Use of IIN Copyrights. You may not use any IIN copyrighted materials without the express written permission of IIN. Licensees may use the following IIN copyrighted material: a. Business Toolkit Resources. The Business Toolkit Resources (including the 6-Month Program Resources, Healthy Cooking Resources, Health History Resources, Marketing Materials Resources, Business Development & Finance Resources, Specialty Coaching Resources, Teaching Classes Resources, and Bonus Resources for Alumni) may be used only in connection with your private, health coaching practice. You may also add your own logo to these materials, but must keep the IIN logo at the top and/or IIN copyright footer at the bottom of those documents as provided, except see exceptions under Paragraph 12(d) below. b. LiveEdit Platform Templates and Related Content. The LiveEdit platform template and related pre-seeded content may be used only on the LiveEdit platform and may not be used on any other website platform. c. Attribution. In using the Business Toolkit Resources or LiveEdit Platform Templates and Related Content, you must properly attribute ownership to IIN. Directly next to or beneath the copyrighted image or text, include the following text: © [Copyright Date] Integrative Nutrition Inc. (used with permission). 12. Unauthorized Use of IIN Copyrights. a. Curriculum Materials (see Paragraph 7 above). You may not use the Curriculum Materials except for your own personal use. For example, you may use the Curriculum Materials to study during HCTP. You may also consult the Curriculum Materials as a graduate. However, you may not share the Curriculum Materials with any third-party, including your health coaching clients. You also may not include the Curriculum Materials, or any portions thereof, in any print materials or online media (including websites, blogs, or social media sites). For example, you may not use slides form the HCTP modules on your websites or social media pages. b. Plagiarism. You may not plagiarize any IIN copyrighted materials. 6 c. Translations. You may not translate any IIN copyrighted materials (except see exceptions below under “Modifications”). d. Modifications. Other than adding your own logo to Business Toolkit Resources to be shared with clients (see Paragraph 11(a) above), you may not modify any IIN copyrighted materials except the following: a. Program Forms (may also be translated and are included among the 6- Month Program Resources), except the Circle of Life and IIN Plate Program Forms, which may not be modified or translated (Note: Client Handouts also included in the 6-Month Program Resources may NOT be modified or translated); and b.Health History Forms (may also be translated and are included among the Health History Resources). c. Forms contained in the Working With Groups folder under Specialty Coaching Resources (may also be translated). d.If you do modify or translate the Program Forms, Health History Form and/or Working With Group Forms as set forth above, and/or if you add your own logo to these documents, or otherwise distribute these documents to your clients, please remove the IIN logo at the top and/or IIN copyright footer at the bottom of those documents. However, the Circle of Life and IIN Plate Program Forms (in the 6 Month Program Resources) must always keep the IIN logo at the top and IIN copyright footer at the bottom of those documents, even if you add your own logo to them or distribute them. e. Derivative works. You may not modify, revise, alter, adapt and/or otherwise create a derivate work of IIN’s copyrighted materials. For example, you may not revise IIN’s Circle of Life, IIN’s Plate, IIN’s Pyramid images by altering their color schemes or removing or adding elements to IIN’s designs. 13. Non-Compete and Non-Solicitation. You acknowledge and agree that IIN has invested substantial resources in developing and protecting the IIN IP. Your use of the IIN IP to compete with IIN would be unfair and would violate IIN’s legitimate business interests. a. Accordingly, while you use IIN IP and for a period of one (1) year thereafter, you agree not to compete with IIN by providing the same or similar services as IIN provides, which include, but are not limited to, developing, designing, providing, marketing, or selling a health coaching program and/or health coaching materials (“Competitive Services”). Accordingly, you will not own an interest in, operate, serve as a director or 7 officer for, and/or otherwise work (either as employee or independent contractor) for, a school or other organization that provides Competitive Services. Nothing in this Paragraph shall prevent you from owning shares in a publicly-traded company that is registered on national exchanges or from coaching individual or group clients. b. In addition, while you use any IIN IP and for one (1) year thereafter, you agree not to solicit any IIN guest speakers, employees, students, or graduates to provide a lecture, talk, or class on substantially similar topics as those taught by IIN. c. You acknowledge and agree that these restrictions are reasonable in duration and scope and are necessary to protect IIN’s legitimate interests. You further acknowledge and agree that IIN would not have permitted you to use IIN IP in the absence of your agreement to comply with these restrictions. 14. Non-Disparagement. You agree not to disparage IIN or any of its officers, directors, employees and agents. For purposes of this section, “disparage” shall mean any negative statement, whether oral or written, whether in print or electronic form, including, without limitation, on any Internet/web site or web application such as Facebook, YouTube, Instagram, Twitter, chat forums, communities, and/or message boards. You acknowledge and agree that IIN would not have permitted you to use IIN IP in the absence of your agreement to comply with this provision. You further acknowledge that if it becomes necessary to commence legal action to ascertain your name from an anonymous post, you will be responsible for all legal and related fees and costs associated therewith. 15. Indemnification. You agree to defend, indemnify, and hold IIN and its affiliates (including their respective shareholders, directors, officers, directors, employees and agents) harmless against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and/or expenses (including reasonable attorneys’ fees) (collectively, “Claims”) made or brought against IIN relating to: a. Your use of any IIN IP; b. Your performance of, or failure to perform under the IIN IP Terms of Use; c. Your breach of any representation, warranty or obligation under the IIN IP Terms of Use; d. Bodily injury, death of any person, or damage to any personal property resulting from your acts or omissions; and/or e. Your violation of any copyright, patent, trade secret, trademark, and/or other intellectual property right of any person. 16. Limitation of Liability. In no event shall IIN be liable to you for any Claims arising out of or relating to the IIN IP Terms of Use, IIN IP, and/or your use of IIN IP. 8 17. Warranties and Disclaimers. THE IIN IP AND ANY SOFTWARE THAT MAY BE PROVIDED BY IIN FOR THE DOWNLOADING OF IIN IP ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IIN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE IIN IP, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IIN DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING IIN IP. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY IIN. 18. Notwithstanding anything to the contrary in this IIN IP License and Terms of Use, provisions and Paragraphs which by their nature and intent should survive expiration or termination, including, but not limited to, Non-Compete and Non-Solicitation, Non-Disparagement, Indemnification, and Limitation of Liability, will survive. We appreciate your cooperation in helping us protect IIN’s IP!