Skip to main content

Certification Liability Agreement

 

This Certification Liability Agreement (“Agreement”) is entered into as of the date of the last signature below between Stretch Center LLC, a Michigan limited liability company of 4710 Eastman Avenue Midland, Michigan 48640 (“Center”) and (“Name” as listed upon course enrollment) whose address is (Address as listed upon course enrollment) (“Provider”). Collectively, Center and Provider may be referred to as the Parties. 

Recitals

WHEREAS, Center has developed and owns a unique program(s) in which a Provider, or the like, learn how to stretch a person’s body;

WHEREAS, currently, Center provides the programs online and in person via courses entitled “Fundamentals of Assisted Stretch” and “Stretch Therapist Certification;” (collectively “Courses”);

WHEREAS, Provider desires to take Courses offered by Center;

WHEREAS, the Parties seek to establish the terms and conditions applicable to the Courses; 

Agreement

NOW THEREFORE, in consideration of the mutual promises in this Agreement, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which is hereby acknowledged, the Parties agree as follows.

  1. Course Use. Provider agrees to use training provided by the Courses subject to the terms and conditions of this Agreement. Provider shall have the right to attend the Courses for educational purposes only. By use of the Courses, Provider shall not acquire any rights of ownership interest in the Courses. Provider only acquires the right to attend the Courses subject to the terms and conditions of this Agreement. Provider shall not reproduce, copy, distribute, or otherwise use any materials of the Courses outside of attendance in the Courses.
  1. Courses. At the time of execution of this Agreement, the Courses include only the “Fundamentals of Assisted Stretch” and “Stretch Therapist Certification.” From time to time, Center may add additional courses, which will likewise be subject to this Agreement.
  1. Fee. To participate in the Courses, Provider agrees to pay the fee charged by Center. The fee is nonrefundable and nontransferable. 
  1. Suitability. Provider alone is responsible for determining whether Courses will suit Provider’s needs. Center makes no representation as to Provider’s success with Courses. Center shall not be responsible for any misuse of the information relayed in the Courses, as determined solely by Center. 
  1. Proprietary and Confidential Information. It is recognized that Center, under this Agreement, may make available to Provider proprietary or confidential information related to the business of the Center. Proprietary or confidential information includes, but is not limited to, processes, programs, instructions, methods and procedures for operations, and business plans. It is agreed that any proprietary or confidential information made available by Center to Provider under this Agreement shall (1) be kept confidential by Provider, (2) be treated by Provider in the same way as he or she treats proprietary or confidential information generated by his or herself, (3) not be used by the Provider other than in connection with the implementation of this Agreement, and (4) be divulged only to Provider’s personnel that have a need to know and have undertaken to keep proprietary or confidential information secret. Provider agrees to use all reasonable steps to ensure that the Center’s proprietary or confidential information is not disclosed by its employees or agents in violation of this provision. Provider is prohibited from using or divesting any information, methods, and/or tools contained within the Courses to remarket the Course’s for Provider’s own sale, use, or profit. Provider shall not use the information, methods, and/or tools contained with the Courses in creation of, or connection with, a substantially similar training program/course. 
  1. Indemnification. Provider shall defend, indemnify, and hold harmless Center and its directors, agents, employees, and representatives against any losses, claims, damages, or liabilities to any such person in connection with any matter referred to in this Agreement, including any injury to Provider and/or Provider’s clients using the methods taught in Courses and any injury to Provider sustained during the Courses. Provider’s obligation to defend, indemnify, and hold harmless Center shall expressly apply to any claims of Provider’s patients, clients, and/or customers that relate to the Clients’, customers’, and/or patients’ use of materials and/or methods taught in the Courses.
  1. Warranties. Center provides the Courses “AS IS.” Provider understands and agrees that he or she, and his or her customers, clients, and/or patients, use the Courses, including the material taught during the Courses, at his or her own risk. Other than as expressly provided in writing by Center, to the extent permitted by law, Center expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, and any other warranty that may arise under any law.
  1. Limitation of Liability. In case of a breach of contract or any other legal duty, Center’s liability to Provider shall be limited to the amounts paid by Provider to Center for the Courses’ fee. To the fullest extent permitted by law, Center shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, lost revenue, economic or pure economic losses, or goodwill, regardless of whether Center has or should have had any knowledge, actual or constructive, of the possibility of such damages.
  1. Governing Law. This Agreement shall be subject to and construed in conformity with the laws of the State of Michigan, United States of America, without regard to principles of conflicts of law. By executing this Agreement, Provider consents to the State of Michigan, United States of America’s jurisdiction, and affirms that the State of Michigan, United States of America’s exercise of jurisdiction over Provider is reasonable. The State of Michigan, United States of America shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement. By execution of this Agreement, Provider acknowledges that the Courses were created in the State of Michigan, United States of America. Any dispute of any nature whatsoever arising between the Parties shall be settled by arbitration under the rules of the American Arbitration Association in Midland County, Michigan before a single arbitrator selected under those rules. The arbitral award may be enforced in any court having jurisdiction thereof.
  1. Entire Agreement. This Agreement contains the entire agreement between the Parties as it relates to the subject matter and shall supersede any and all prior communications, representations, and/or agreements, whether verbal or written, between the Parties with respect to the subject matter of this Agreement.
  1. No Partnership. Nothing contained in this Agreement shall be deemed to create a partnership or other legal relationship between Center and Provider outside of this Agreement. The sole relationship between the parties is as stated in this Agreement.
  1. Amendments. Any amendment or modification to this Agreement must be in writing and signed by an authorized representative of each of the Parties.  
  1. Construction. If any portion of this Agreement shall be otherwise unlawful, void, or unenforceable, the provision shall be enforced to the maximum extent permissible under the law as to affect the Parties’ intent. 
  1. Waiver. The waiver by any Party of a breach of default by the other Party of any provision of this Agreement shall not be construed as a waiver by such Party of any succeeding breach of default by the other Party of the same or another provision.
  1. Notices. Any notices required or permitted to be given pursuant to this Agreement shall be in writing, addressed to the Parties at the address in the opening paragraph of this Agreement and shall be deemed to have been given when received by the other Party. 
  1. Force Majeure. Neither Party shall be liable for delays or nonperformance of this Agreement, except for the obligations to make payments to the other Party for which this provision does not apply, when such delay or nonperformance is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, government order or law, serious public health issue, strikes, and labor stoppages or slowdowns.
  1. Headings. The headings in this Agreement are for convenience only and shall not be used to construe terms in this Agreement.
  1. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

CENTER

Stretch Center LLC

PROVIDER

“Name” as listed in course enrollment.

By checking this box, you are electronically signing your consent to this “Certification Liability Agreement”.