Intellectual Property Standard Use License Agreement

INTELLECTUAL PROPERTY
STANDARD USE LICENSE AGREEMENT

THIS AGREEMENT is entered into by and between Integrative Restoration Institute® (“IRI®”), with offices at P.O. Box 4396, San Rafael, CA 94913 (“Licensor”) and each person who completes a Level 1, Level 2, or Certified Teacher training (hereinafter called “Licensee”) and signifies acceptance of the terms herein as required by the Licensor from time to time,
WHEREAS, Licensor is the sole and exclusive owner of the copyrights, trademarks, and intellectual property set forth on Schedule “A” attached hereto and made a part hereof (“Intellectual Property”); and
WHEREAS, Licensor has the power and authority to grant to Licensee the right, privilege, and license to use the Intellectual Property; and
WHEREAS, Licensee desires to obtain from Licensor a non-exclusive license to use the Intellectual Property; and
WHEREAS, both Licensee and Licensor are in agreement with respect to the terms and conditions on which Licensee shall use the Intellectual Property.
NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the Licensor hereby grants to the Licensee the non-exclusive license, for use of the Intellectual Property pursuant to the terms of this Agreement as follows:

1) License. Licensor hereby grants to Licensee for the Term of this Agreement as the non-exclusive right and license to use the Intellectual Property listed on Schedule A solely for the below listed use and communications. It is understood and agreed that this License shall pertain only to the Intellectual Property listed on Schedule A and Schedule B and does not extend to any other mark, work, or service.

a) Qualifications. Upon completion of Integrative Restoration (“iRest®”) Yoga Nidra teacher training through the Integrative Restoration (iRest) Institute (“IRI”), Licensee may refer to themselves as an “iRest Yoga Nidra Level 1 Teacher”, “iRest Level 1 Teacher”, “iRest Yoga Nidra Level 2 Teacher”, “iRest Level 2 Teacher”, “iRest Yoga Nidra Certified Teacher”, or “iRest Certified Teacher” as applicable, based on the training completed. Licensee is prohibited from claiming to be qualified in any level in which Licensee has not completed the requisite training.

b) Instruction Sessions. Upon completion of iRest Yoga Nidra teacher training through IRI, Licensee may conduct guided instruction in “iRest” methods to users in the following ways:

i) Live In-person. Licensee may provide guided instruction in “iRest” methods to users as live, in-person, group sessions or as live, in-person, individual sessions.
ii) Live Virtual. Licensee may provide guided instruction in “iRest” methods to users virtually, through online platforms, as live virtual group sessions or as live virtual individual sessions. The instruction must be provided as a live session, happening in real time, as opposed to a pre-recorded session.
iii) Recording Sessions. Licensee may record live in person, or live virtual sessions for distribution to attendees of the live session. Such recordings may only be distributed to those who attended the live session. Such recordings are strictly prohibited from reproduction or copying and must not be sold for reproduction. All recordings must clearly indicate: “This is the copyright property of the Integrative Restoration Institute reproduction is strictly prohibited except where licensed”.
iv) Licensee may provide free recordings that have been produced by Licensee, via Licensee’s website so long as there is no payment required to access them. Licensee is also permitted to post these recordings on websites like Soundcloud, Vimeo, YouTube etc. so long as there is no requirement for payment to access them and no payment back to Licensee for making them available.

c) Advertising. Upon completion of iRest Yoga Nidra teacher training through IRI, Licensee may use the Intellectual Property listed below for the following authorized advertising uses. Such Advertising may be in the form of physical promotional materials and advertisements including but not limited to, flyers, posters, and signage, or unpaid virtual, online, web-based promotional materials and advertisements contained on, web pages, websites, and online platforms such as Facebook, Twitter, Instagram, Reddit, Snap Chat, TikTok, and others. Licensee may not advertise through any paid advertising on any webpages, websites, or online platforms. All promotional materials and advertisements must clearly indicate Licensee’s level of training as provided above.

i) Use of names. Licensee may use the iRest, Integrative Restoration Institute, or IRI names in any promotional materials and advertisements describing the instruction sessions provided.
ii) Use of Logo. Licensee may use the IRI logo in promotional materials and advertisements describing the instruction sessions provided.
iii) Reference to Teachings. Licensee may indicate instruction sessions are “Informed by the teachings of Richard Miller and the Integrative Restoration (iRest) Institute.”
iv) Resumes and Public Profiles. Licensee may use the Intellectual Property listed on Schedule A to describe Licensee’s qualifications on resumes and online public profiles, provided that, Licensee clearly indicates the level of teaching for which the Licensee is qualified.
v) Link to IRI website. Licensee may provide a link to the IRI website: irest.org on any and all promotional materials and advertisements, including through licensee’s own website, webpage, or other online platform.

d) Reproduction of Materials. Licensee may not reproduce or share the iRest group scripts or co-meditation dyad worksheets with students or others. Licensee may reproduce other materials provided in the IRI training manual for use during instruction sessions only, on the condition that Licensee clearly indicates on all such materials: “This is the copyright property of the Integrative Restoration (iRest) Institute® reproduction is strictly prohibited except where licensed”. Such reproduced materials must be collected after each live, in person instruction session. If materials are provided electronically for virtual instruction sessions, such materials must contain electronic restrictions prohibiting their reproduction. Licensee may not reproduce materials for use outside of instruction sessions. The documents listed in Schedule B to this document are exempt from this prohibition.

2) Prohibited Actions:

a) Names. Licensee may not use the protected intellectual property listed on Schedule A in any business names, online profile names, user handles, email addresses, website URL’s or any other identifier for online platforms including but not limited to; Facebook page names, Twitter or Instagram user handles or reference hashtags, or any other use which may indicate ownership.
b) Training. Licensee may not teach others how to provide guided instruction sessions, instruction in the Integrative Restoration Institute methods for teaching, or license or certify others in the “iRest” method. All training in how to provide guided instruction in the “iRest” method may only be provided by Licensor.
c) Product Sales. Licensee may not sell, reproduce for sale, or distribute any products or materials associated with IRI, iRest, or any of the protected Intellectual Property listed on Schedule A.

3) Term of the Agreement. This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall extend unless and until terminated in accordance with the provisions described below.

4) Compensation. In consideration for the license granted hereunder for the Term hereunder, Licensee agrees to fully credit Licensor in all use of the Trademarks and other protected intellectual property listed on Schedule A.

5) Intellectual Property Rights.

a) Licensee acknowledges Licensor’s exclusive rights in the Trademarks and, further, acknowledges that the Trademarks are unique and original to Licensor and that Licensor is the owner thereof. Licensee shall not, at any time during or after the effective Term of the Agreement, dispute or contest, directly or indirectly, Licensor’s exclusive right and title to the Trademarks or the validity thereof. Licensor, however, makes no representation or warranty with respect to the validity of any patent, trademark, or copyright that may issue or be granted therefrom.
b) Licensee acknowledges that the Trademarks have acquired secondary meaning.
c) Licensee agrees that its use of the Trademarks inures to the benefit of Licensor and that the Licensee shall not acquire any rights in the Trademarks as a result of this license.

6) Termination. The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:

a) Licensor Right to Terminate. Licensor shall have the right to terminate this Agreement at any time on thirty (30) days’ written notice to Licensee, such termination to become effective at the conclusion of such thirty (30)-day period.
b) Immediate Right of Termination. Licensor shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event that Licensee does any of the following:

i) Fails to clearly identify IRI as owner of the Trademarks, or makes any claim to ownership of theTrademarks; or
ii) Attempts to assign or transfer the License granted hereunder.

c) Right to Terminate Upon Notice. Either party may terminate this Agreement on thirty (30) days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the thirty (30)-day period, the breaching party fails to cure such breach.
d) Licensee Right to Terminate. Licensee shall have the right to terminate this Agreement at any time on thirty (30) days’ written notice to Licensor, such termination to become effective at the conclusion of such thirty (30)-day period.

7) Modifications. Licensor retains the right to amend or modify this Agreement at any time by a writing, signed by Licensor.

8) Post-Termination Rights. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the protected Intellectual Property listed on Schedule A and Schedule B.

9) Notices.

a) Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
b) Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this Paragraph.

10) Jurisdiction and Disputes.

a) This Agreement shall be governed in accordance with the laws of the State of California.
b) All disputes under this Agreement shall be resolved by the courts of the State of California, including the U.S. District Court for the District of California, and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

11) Agreement Binding on Successors. The provisions of this Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, and successors.

12) Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.

13) Severability. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.

14) Transferability. The license granted hereunder is personal to Licensee and is nontransferable.

15) Assignability. The license granted hereunder is personal to Licensee and shall not be assigned by any act of Licensee or by operation of law.

16) Integration. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each indicated this intention by various electronic agreements.
Integrative Restoration Institute hereby indicates its intention to be bound by this agreement.
Richard Miller, Executive Director of iRest Institute

SCHEDULE “A”
TO
INTELLECTUAL PROPERTY
STANDARD USE LICENSE AGREEMENT

1) Trademarks. The following Trademarks form part of this Agreement:

A. iRest – Registration Number 4054396; Nov 15, 2011; For educational services, class 41
B. iFeel – Registration Number 4957720; May 17, 2016; For educational Services, class 41
C. Integrative Restoration – Registration Number 3464978; July 15, 2008; For Educational Services, classes 9 and 41
D. Integrative Restoration iRest – Registration Number 3464979; July 15, 2008; For Educational Services, classes 9 and 41
E. Source Yoga – CA Registration Number 059818; October 25, 2004; For Educational Services, class 41
F. iRest Institute – Registration Pending
G. iRest for Youth – Registration Pending
H. Circle Atop Helical DESIGN – Registration Number 4492869; Mar 11, 2014; For educational Services, classes 9 and 41
I. All other Trademarks however acquired by IRI in future.

2) Copyrights.

A. Teaching Manual for Level 1 and Level 2 trainings and all other teaching materials associated with any training offered by IRI or any workshop or IRI Teacher Certification existing now or produced by IRI in future.

SCHEDULE “B”
TO
INTELLECTUAL PROPERTY
STANDARD USE LICENSE AGREEMENT

The following documents are exempt from the prohibition set out in paragraph 1 (d) of this Standard Use License Agreement:

Level 1:

iRest Workbook (part of the Teacher Resources)
Pointer Sisters document (Located in L1 Manual)
Foundation Practices document (Located both in L1 Manual and iRest Workbook)
iRest Worksheet (Located in L1 Manual)

Level 2:

iRest Workbook (same as above)
Wholeness of Being document (Located in L2 Manual)