Effective Date: May 18, 2024
This Agreement (the “Agreement”) is entered into by and between Helena Woods LLC, a limited liability company organized in New York, (“Company”) and the undersigned individual (“Practitioner”).
Company has developed their intellectual property into a Program (as defined below) and Practitioner desires to obtain certification and sub-license rights from Company in order for Practitioner to be a Certified Practitioner of the Program with third parties (as defined below.) In consideration of the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree as follows.
2. Definitions
a) “Practitioner” means being a Certified Locational Astrology™ Practitioner by Helena Woods
b) “Certification” means a valid authorization from Company to use the Program and certain intellectual property as explained herein.
c) “Class” means a live or synchronous teaching session led by Practitioner, through any channel or format.
d) “Course” means a digital multi-session instructional developed, designed, and sold as a product with synchronous and asynchronous materials that includes materials from the Program, regardless of the branding.
e) “Program” means published materials and processes (in print or online form) and any other works of authorship created by or for Company (including any copyrightable works) intended for the instruction and certification of Practitioners.
f) “Practitioner Certification Training” means a set of trainings offered by Company and required for a Practitioner to receive Certification.
3. Certification obligations and Intellectual Property License.
a) Certification. Practitioner understands and agrees that Certification is a prerequisite to obtaining the license under this Agreement to use the Program in a commercial setting. Practitioner agrees to:
1. Complete the Certification Training
2. Take the Assessment test (maximum of three attempts) within twelve (12) months of purchasing the Certification Training. Passing is 70% questions correct.
3. Provide the Evidence Portfolio Post-Session Reflection Form to Company
4. Pay the required fees
b) Directory Listing. In addition to the obligations above, to participate in the Directory of Practitioners (Aligned Astrocartographers directory),Practitioner must:
1. Complete and provide the Evidence Portfolio Post-Session Reflection Form to Company.
2. If on a payment plan, to finish their payment plan or pay any remaining balance for the course fee in full.
3. Pay the required fees.
c) Practitioner Obligations. Practitioner is granted a limited, personal, non-exclusive, non-transferable license to access and use the materials as distributed by Company for Practitioner’s use only as defined by this Agreement. You, the Practitioner, may share information the Program with appropriate citations to Helena Woods and the Certification Program in the following ways:
1. as part of in-person classes, workshops, speeches or seminars
2. virtual classes, workshops, webinars, or social media live events
3. live interviews on podcasts, YouTube channels, or to closed communities, even if such appearances are recorded and made available to the communities (so long as these appearances are not marketed or sold individually)
d) Practitioner Restrictions: Practitioner may not use the Program to create any of the following under this Agreement:
1. Any Course, Program, membership, mastermind, or any other digital offer where you pre-record materials containing some or all of the Program and make them available for asynchronous (translation: you record it and then make it available) distribution or purchase. (Not charging and “giving the materials away” is still prohibited).
2. Mobile or desktop software application
3. A certification or train-the-trainer style of program
e) License: The Company retains all of the rights to its intellectual property, including any and all intellectual property and its trademarks, logos, slogans, courses, handouts, graphics, photographs, or other Program materials, or any other content protected by US law. Practitioner may not set up a domain or social media account with the same or similar name to Company or any of its products or programs. NOT ALL SHARING IS CARING. We have invested a lot of time and money into creating and protecting our Program as intellectual property and ask the same respect from you. If you want to expand your options for the distribution of the Program, please reach out to us about licensing or affiliate opportunities.
f) Watermarks. Any materials that contain watermarks or copyright statements must keep those marks intact for any distribution, whether in print or digital form.
g) Infringement. Practitioner hereby agrees that any infringement of Company’s intellectual property shall result in an immediate termination of the license granted hereunder. To be clear, if you violate the Company’s intellectual property rights, your access to the site, services, and related products will be terminated immediately, and you shall not be entitled to a refund of any portion of the fees. You may also be subject to further penalties or damages as permitted by the fullest extent of the law.
h) Additional Terms. Practitioner understands that this Agreement incorporates by reference the Terms and Conditions of Company helenawoods.com and any of its related websites or domains, including the terms and conditions of its products or Courses.
4. Certification and Course Fees
a) Certification Fees. Practitioner agrees to pay the applicable fees as listed in U.S. Dollars on the sales page. Such fees may be posted online by Company or will otherwise be communicated by Company and are subject to change at any time.
b1) Certification Completion. Practitioner agrees that all assignments and Program must be successfully completed, including the Assessment to the satisfaction of Company, in their sole discretion, for the Practitioner to be deemed Certified and allowed the license as detailed in this Agreement. If Practitioner starts but does not successfully complete the Program for any reason, there will be no refund and they may not be a Certified Practitioner and obtain the rights detailed in this Agreement, including the license of intellectual property. If the Practitioner does not pass the Assessment or provide the materials or fees as specified here and on any applicable sales page, there will be no refund and they may not be a Certified Practitioner and obtain the rights detailed in this Agreement, including the license of intellectual property.
b2) Payment Timing. In order for Company to process the Practitioner's assessment, if Practitioner is on a payment plan, Practitioner must complete their payment in full before their assessment can be processed by Company. Practitioner understands and agrees that the "Aligned Astrocartographers" Directory is a promotion service that is offered "as is" to those who have met the requirements, which may be changed at any time in Company's sole discretion, and that there is no guarantee of results from participating in the Directory.
c) Software. Practitioners are required to purchase a license to the Solar Fire software or equivalent software to provide readings in connection with the Program. Equivalent Software is determined at the discretion of Company.
d) Taxes. The fees due under this Agreement are net of any tax, tariff, duty, or assessment imposed by any government authority. Practitioner shall be responsible for any national, state, or local sales, use, value-added or other tax, tariff, duty, or assessment imposed by any governmental authority arising out of this Agreement.
4. Term and termination
a) Term. The term of this Agreement commences on Practitioner’s payment of certification fees and signing of the agreement and terminates when the Practitioner no longer uses any of Company’s intellectual property.
b) Termination. Company reserves the right to change or discontinue the Directory at any time with at least 90 days notice. Company reserves the right to revoke Certification at any time if Company determines, in its sole and reasonable discretion, that the Practitioner’s conduct constitutes or is likely to constitute:
1. a misappropriation of Program;
2. a material breach of this Agreement;
3. a violation of Company’s Practitioners Code of Conduct, which is attached as Exhibit A to this Agreement and may be updated by Company from time to time
c) Effect of Termination. Upon termination or expiration of this Agreement, all licenses and other authorizations granted under this Agreement terminate, Practitioner shall immediately (i) cease using the Program and (ii) return any and all copies of Practitioner-specific materials. If Practitioner is teaching a current group of participants upon termination of this Agreement, Practitioner will cooperate with Company to the extent necessary to arrange for substitute instruction. Section 2, 5, 6, 7 and any other provisions of this Agreement that, by their terms, contemplate continuing effectiveness beyond the term of this Agreement, will survive termination or expiration of this Agreement.
5. Confidentiality
a) Confidential Information. “Confidential Information” means: (i) all software code, documentation,, and other materials included in or furnished by Company as part of the Course and Program; and (ii) any other non-public technical or business information of Company (or its licensors), including without limitation any information relating to Company’s methodologies, software, know-how, current and future products and services, research, financial information, customer lists, business forecasts, marketing plans and information, the terms and conditions of this Agreement, and any other information of Company (or its licensors) that is conspicuously identified as confidential or proprietary at the time of disclosure or that Practitioner should otherwise reasonably understand to be confidential or proprietary to Company or it licensors due to the nature of the information or the circumstances of its disclosure.
b) Obligations. Practitioner shall only use Confidential Information for the purpose of exercising its rights and fulfulling its obligations under this Agreement; otherwise, except as authorized in writing by Company, Practitioner shall (i) preserve and protect the confidentiality of all Confidential Information; and (ii) not disclose Confidential Information to any third party.
c) Injunction. Practitioner agrees that Company will suffer irreparable harm in the event that Practitioner breaches any obligations under this Section 5, and that monetary damages will be inadequate to compensate Company for such breach. In the event of a breach or threatened breach of any of the provisions of this Section, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity and without the necessity of posting bond or proving that it has no adequate remedy at law, Company will be entitled to seek a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach.
6. Warranty disclaimer, limitation of liability and indemnification
a) No Warranty. THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Company SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM CUSTOM, USAGE, COURSE OF DEALING OR OTHERWISE, REGARDING THE SAME, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.
b) Exclusion of Damages. IN NO EVENT WILL Company BE LIABLE TO GUIDE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER ARISING FROM LOST REVENUE, PROFITS OR SAVINGS, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY, ALL REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
c) Maximum Liability. Company’S TOTAL AGGREGATE LIABILITY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF ACTUAL DIRECT DAMAGES UP TO THE AMOUNT PAID BY GUIDE UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD PRIOR TO THE DATE UPON WHICH THE LIABILITY AROSE.
d) Indemnification. Practitioner shall indemnify, defend, and hold harmless Company and any of its directors, officers, employees, and agents from and against any liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) from any third-party claim, demand, action or other proceeding arising out of any breach by Practitioner of any provision of this Agreement or from any negligence, malfeasance or nonfeasance on the part of Practitioner.
e) Results. Company cannot guarantee Practitioner’s results, earnings, profits, or future earnings achieved because of the use of the Program or your certification as a Practitioner, nor can we provide Practitioner with professional and/or legal advice. Practitioner’s financial success will be completely dependent on Practitioner’s individual understanding and application of the Program. Any testimonials or marketing materials shared by other Practitioners on their financial success reflect their individual and varied experiences and may not be typical.
7. Miscellaneous
a) Relationship of the Parties; No Endorsement. The parties are independent contractors and shall so represent themselves in all regards. Nothing in this Agreement will be construed as creating any partnership, joint venture, franchise, sales representative or employment relationship between the parties. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. By entering into this Agreement, Company neither directly nor indirectly endorses Practitioner or any Classes, and Practitioner shall not state or imply that this Agreement is an endorsement by Company.
b) Severability. If any term or provision of this Agreement should be declared unlawful, void or unenforceable, the remaining terms and provisions of this Agreement shall be unimpaired and remain in full force and effect, and the unlawful, void or unenforceable term or provision will be deemed to be restated so as to be enforceable to the maximum extent permissible under law.
c) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes all previous and contemporaneous communications or agreements, whether written or oral, with respect to the subject matter of this Agreement.
d) No Assignment. Practitioner may not, under any circumstance, sublicense, assign, or transfer this Agreement or Practitioner’s Certification (including any rights or obligations hereunder, in whole or in part). Any purported assignment will be null and void and of no force or effect.
e) Modification. This Agreement may not be modified or amended, in whole or part, except by a written agreement signed by the parties.
f) Choice of Law and Jurisdiction. This Agreement will be governed by, construed and enforced according to the laws of the State of Florida and controlling U.S. federal law, without regard to any choice-of-law rules or principles. Any dispute arising out of or related to this Agreement will be resolved only in the state or federal courts located nearest the headquarters of Company in Florida, and hereby submits to the exclusive jurisdiction of such courts.
g) Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION IN ANY WAY RELATED TO THIS AGREEMENT.
h) Waiver. Any waiver by Company of any rights or remedies under this Agreement must be in writing and signed by a duly authorized representative of Company.
i) Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.
Exhibit A