PARTICIPANT AGREEMENT FOR THE LET YOUR BODY LEAD™ FACILITATOR TRAINING

This Agreement ("Agreement"), dated as of the successful payment of the Let Your Body Lead™ Facilitator Training, is by and between Worthy and Well, Inc., an Alberta, Corporation, hereafter "Company" and the undersigned Participant, hereafter “Participant and/or You”, for training and education in the Let Your Body Lead™ Facilitator Training or LYBL Facilitator Training, hereafter “Program”.

WHEREAS, Company is the owner of the Licensed Marks (as defined below); and

WHEREAS, Participant wishes to use the Licensed Mark in connection with the certification received through the completion of the Let Your Body Lead™ Facilitator Training.  Company is willing to grant to Participant a license to use the intellectual property listed in Attachment 1 in accordance with the terms and conditions set out in this Agreement and Attachment 2, provided Participant completes the Program, signs and adheres to this Agreement and the waiver in Attachment 3. All attachments are incorporated herein.

THEREFORE, in consideration of the mutual terms and conditions set forth herein, and for other good and valuable consideration, the parties agree as follows:

1. Scope of Services: This agreement incorporates by reference the proposal for the Let Your Body Lead™ Facilitator Training Program by Worthy and Well, Inc.
2. Responsibilities:
   1. Company: Will clearly communicate and delineate the scope of the program provided including any information needed prior to the beginning of the program including a email copy of this agreement.
      1. A 9 Month Let Your Body Lead™ Facilitator Training Program starting Tuesday, April 9, 2024.
      2. Program Intake Assessment
      3. The program is broken down into three parts, each with three module. You will participate in three 90-minute sessions per module, provided online, unless that module has an online retreat, then you will participate in two 90-minute sessions provided online, plus the online retreat.
      4. The three “retreat” months are: June, September, and December.
      5. Follow up assessment and debrief with Research Advisor to measure and reflect on growth during the program.
      6. Access to supplementary materials online.
   2. Participant: You agree to the following:
      1. Show up to this program fully present to learn and expand your current skills.
      2. Notify Company of any scheduling conflicts or issues as soon as they arise.
      3. Take part in all required assessments, peer coaching assignments, lessons, homework, and intensives.
      4. Allow the publication of live calls to the Let Your Body Lead™ Facilitator Training Program course portal which all participants of the program have access to.
3. Payments: The investment in this program is $18,000USD if paid in full prior to the program beginning.
   1. Installments: If you choose to pay in installments there will be 9 payments of $2222USD. The first payment is due to reserve your spot. Additional payments will be due each month thereafter. If there are any outstanding payments the program will be inaccessible while the payment is outstanding. You are responsible for keeping the credit card used for the payment plan up to date.
   2. Early Investment Options: The investment in this program is $9,000.00USD if paid in full prior to December 31, 2023. If you choose to pay in installments there will be 12 payments of $880.00. The first payment is due to reserve your spot. Additional payments will be due each month thereafter. If there are any outstanding payments the program will be inaccessible while the payment is outstanding. You are responsible for keeping the credit card used for the payment plan up to date.
   3. Refund Policy: Once your space is reserved in the program, you will not be refunded for the program. The program has limited space, therefore others are denied access to the program at this time once your space is reserved.
4. Intellectual Property Rights: Let Your Body Lead™ Facilitator Training Program is the intellectual property of Worthy and Well, Inc. and YOU are granted non-exclusive personal use and access to the Program.
   1. Any unauthorized use, access or distribution is against the law. By accessing the Program you are agreeing to these terms and you must not:
      1. Share or share access
      2. Distribute
      3. Duplicate, replicate, create derivative works of, republish, publicly perform, publicly display, transmit, or otherwise copy the content of this Program.
   2. As a Trained Let Your Body Lead™ Facilitator you are granted certain rights to use the intellectual property of Worthy and Well, Inc. Those rights and the limitations on those rights are listed in this agreement. Attachment 1 lists the specific intellectual property covered by this agreement, Attachment 2 list the ways you may and/or may not use the specific intellectual property.
5. License Grant: Subject to the terms and conditions of this Agreement, Company hereby grants to Participant during the Term a non-exclusive, non-transferable license to use the Licensed Mark(s) in connection with the purpose of the Program and the Let Your Body Lead™ Facilitator Training.
   1. Reservation of Rights. Company hereby reserves all rights not expressly granted to Participant under this Agreement. Without limiting the foregoing, all rights granted to Participant under this Agreement are subject to Company’s reserved right to use the Intellectual Property in their respective businesses.
   2. Business Names and Domain Names. Without Licensor's prior written consent, Participant shall not use the Licensed Mark (or any mark confusingly similar thereto), individually or in combination, as part of (a) its corporate or trade name, (b) any domain name, or (c) social media handle.
6. Acknowledgement of Ownership: Participant acknowledges that (a) Company is the owner of the Licensed Mark and all goodwill related thereto, and (b) all use of the Licensed Mark under this Agreement and any goodwill accruing from such use will inure solely to the benefit of Licensor. If Participant acquires any rights in the Licensed Mark, by operation of law or otherwise, Participant hereby irrevocably assigns such rights to Company without further action by any of the parties. Participant agrees not to dispute or challenge, or assist any Person in disputing or challenging, Licensor's rights in and to the Licensed Mark or the validity of the Licensed Mark.
7. Ongoing Use: Participant May continue to use Marks under this agreement for additional terms of one year provided:
   1. They maintain their certification in good standing, including ongoing education, workshops etc., and
   2. They continue to abide by the terms of this agreement.
8. Confidentiality: Participant (the "Receiving Party") acknowledges that in connection with this Agreement it will gain access to information that is treated as confidential by Company (the "Disclosing Party"), including information about Company’s business operations and strategies, goods and services, customers, pricing, marketing, and other sensitive and proprietary information (collectively, the "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Participant; (b) is or becomes available to the Receiving Party on a non-confidential basis from another Person, provided that such Person is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Participant prior to being disclosed by or on behalf of the Disclosing Party; or (d) is required to be disclosed by Law, including pursuant to the terms of a court order; provided that Participant has given the Disclosing Party prior written notice of such disclosure and an opportunity to contest such disclosure and to seek a protective order or other remedy. Participant shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and (y) not disclose any such Confidential Information to any Person, except to Participant's employees, consultants, accountants, and legal advisors who are bound by written confidentiality obligations and have a need to know the Confidential Information to assist Participant, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. This clause survives the termination of this agreement by 3 years.
9. Representations and Warranties: Each party represents and warrants to the other party that:
   1. it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of incorporation or organization;
   2. it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;
      1. when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
10. Exclusion of Consequential and Other Indirect Damages: To the fullest extent permitted by Law, Company will not be liable to Participant for any consequential, incidental, indirect, exemplary, special, PUNITIVE, or enhanced damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Participant has been advised of the possibility of such damages.
11. Indemnification and Insurance:
    1. Indemnification
       1. Participant shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns (each, an "Indemnified Party"), from and against all Losses arising out of, or in connection with any third party claim, suit, action, or proceeding (each, a "Third-Party Claim") relating to any actual or alleged: (a) breach by Participant of any representation, warranty, covenant, or obligation under this Agreement; or (b) Participant's exercise of its rights granted under this Agreement, including any infringement, dilution, or other violation of any intellectual property rights relating to the manufacture, promotion, advertising, distribution or sale of the Licensed Products or Services.
    2. Insurance
       1. At all times during the Term of this Agreement and any extended terms wherein the Participant is still certified, Participant shall procure and maintain, at its sole cost and expense, appropriate general liability insurance, which policy will include contractual liability coverage insuring the activities of Participant under this Agreement.
12. Term and Termination:
    1. Term: This Agreement will be deemed to have commenced as of the Effective Date and, unless terminated earlier in accordance with this Section, continue for a period of one year (the "Term").
    2. Termination for Cause: Company may terminate this Agreement immediately on written notice to Participant if:
       1. You fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment;
       2. You breach this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is curable) fails to cure such breach within 15 days of being notified in writing to do so;
       3. You challenge the validity or Licensor's ownership of the Licensed Mark
    3. Withdraw: If Participant no longer wishes to use their certification they must notify Company of their intent to immediately cease use. They must immediately cease commercial activity in connection with this Certification and may not continue to market, sell, provide or advertise services or goods in connection with this agreement.
13. Post-Termination Rights and Obligations: On the expiration or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement:
    1. all rights and licenses granted pursuant to this Agreement cease;
    2. You must cease all use of the Licensed Marks
    3. You shall promptly return to Company or, at Licensor's option, destroy, at Participant's expense, all records and copies of technical and promotional material in its possession relating to the Licensed Products, and of any Confidential Information of Company and all copies thereof; and
14. Assignment: Participant shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Company may give or withhold in its sole discretion.
15. Relationship of the Parties: The relationship between the parties is that of a client. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.
16. Non-Disparagement and Misleading Claims: Participant shall not make any public statement that is untrue, disparaging, or misleading about Worthy and Well, Inc., Let Your Body Lead™ Facilitator Training Program and or make false or misleading claims in connection with offering services as a Certified Let Your Body Lead Facilitator.
17. Entire Agreement: This Agreement, together with all Attachments hereto constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
18. Amendment and Modification; Waiver: This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No failure to exercise any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
19. Severability: If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
20. Governing Law: This Agreement is governed by and construed in accordance with the laws of the Alberta, Canada without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the application of it shall be instituted exclusively in the courts of Alberta, Canada. Participant waives any and all objections to the exercise of jurisdiction over you by such courts and to the venue in such courts.
21. Equitable Relief: Participant acknowledges that a breach by Participant of this Agreement may cause Company irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Participant hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are be in addition to all other remedies available under this Agreement at Law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
22. Attorneys' Fees: In the event that any claim, suit, action, or proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

ATTACHMENT 1

Intellectual Property, Copyright and Marks: The ones that may be used are:

1. Let Your Body Lead™
2. Let Your Body Lead™ Certified
3. The Purpose Map™ Certified

ATTACHMENT 2

Mark and Brand Use Guidelines: Adherence with these guidelines is required to maintain your certification and is intended to protect the integrity, goodwill. and the value of the registered mark(s).

1. Appropriate Usage of Licensed Mark(s):
   1. Once you complete the Let Your Body LeadTM Facilitator Training Program you may refer to yourself as a Let Your Body Lead Certified Facilitator.
   2. You may advertise yourself as a Let Your Body Lead Certified Facilitator or Certified LYBL Facilitator.
   3. You may use the provided digital assets on your website, social media and other advertising as described in this agreement.
2. Prohibited Usage:
   1. You may not register derivative or competitive marks.
   2. You may not use the Registered Marks in social media handles, website URL’s or as the title of any business, company name, good, program, or course.
   3. You may not certify others as a Let Your Body Lead Certified Facilitator.
   4. You may not use the registered mark(s) to endorse, advertise or promote any service other than the service you are offering in connection with your certification.
   5. Merchandise: You may not create or allow to be created any product, item, or good using the registered Mark(s).
   6. Advertising: You may not use the registered mark(s) as advertising terms, keywords, ad words, or trigger term for any advertising, social media campaign, unless in conjunction with and with previous permission from Worthy and Well, Inc.