Licensing Agreement IPAC Academy General

LICENSING AGREEMENT TERMS & CONDITIONS

As a participant (the “Licensee”) in the INFECTION PREVENTION & CONTROL COURSE FOR LASH PROFESSIONALS (the “Program”) offered by EMILY LEE  (the “Licensing Program Operator”) at WWW.BEAUTYPROMEDIA.MYKAJABI.COM, WWW.BEAUTYPROMEDIA.COM,  and any other Sites offered by the Licensing Program Operator (the “website”) you (the business owner), and the legal entity (the academy, brand or company) you've named in the IPAC Course Licensee & Affiliate Application expressly agree to the terms of this licensing agreement (the “Agreement”).

NOTICE: Please read this agreement carefully. Unless you expressly agree and consent to this agreement, you may NOT participate in the licensing program. By participating in the licensing program, you are agreeing to comply with and be legally bound by the terms and conditions of this contract. You also agree to follow the Privacy Policy and Terms of Use outlined and provided on the website. Any and all staff, employees, partners, independent contractors, and representatives of you and your company are also legally bound by the terms and conditions of this contract, and you are responsible for their actions and conduct.

If you do not agree to ALL of the terms of this agreement, please do not complete the application for the licensing program.

Each Licensee is an independent agent of the Licensing Program Operator and not an employee of the Licensing Program Operator. Nothing in this agreement is intended to create an employer-employee relationship between the Licensee and the Licensing Program Operator.

As a Licensee you must:

• Be 18 years or older to participate,
• Be in good standing with the Federal Trade Commission (the “FTC”), and
• Be in compliance with all FTC guidelines
• Be a qualified lash extensions trainer and/or academy
• Be a licensed esthetician or cosmetologist if required in your state or province to perform and teach eyelash extensions
• Make certain anyone in your academy using our Program to educate others under your license (whether employees, contractors or owners) has passed our exam and is currently certified with us. All Exam fees are extra and not covered in this Agreement
• Not in any way undermine the teachings and protocols of the Program by way of verbal, written, or otherwise to your employees, contractors or students
• Go through a vetting process with Licensing Program Operator to determine a good fit for all parties

ACCEPTING THESE TERMS 

As the Licensee, you are entering into a legally binding agreement with the Licensing Program Operator, a British Columbia Sole Proprietorship according to the following terms and conditions, when you do any of the following:

• Click “I Agree”
• Email your statement of agreement
• Enter your credit card information
• Sign this agreement on this page, or reverse
• Enroll electronically in the PROGRAM
• Enroll verbally, or otherwise, in the PROGRAM 

With this acceptance, the PARTIES agree that any individual, associate, and or assign are bound by the terms of this AGREEMENT. A facsimile, electronic, or emailed executed copy of acceptance of this AGREEMENT is legally binding with either a written or electronic signature and has the same result as an originally signed copy.  

CONFIDENTIALITY AGREEMENT

As a Licensee, you agree not to copy, alter, share, use, duplicate, distribute, or adapt any of the Licensing Program Operator’s confidential information which is not directly provided or approved by the Licensing Program Operator, or any confidential information – disclosed or otherwise—that comes into your possession under or in relation to this Agreement.

Confidential information includes, but is not limited to, the following types of private information and other proprietary information of a similar nature regarding the Licensing Program Operator’s business:

Sales figures, software passwords, Licensing Program Operator’s list size, list contents, ideas, stories, activities, curriculum, event format, presentation materials, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, customer financial information, personal information of executives, sponsorship strategies, relationships with other vendors, media delivery concepts and systems, including but not limited to, web-based delivery systems, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, and other similar information that is proprietary to and confidential information of the Licensing Program Operator. 

The Licensee shall not disclose the terms of this agreement to any third party other than to the Licensee’s employees and agents who (a) have a need to have access to such information (b) agree in writing to comply with the confidentiality provisions of this agreement.

In general, Licensee may not disclose any financial, personal, or business information about the Licensing Program Operator without permission such disclosure is grounds for legal action, equitable relief, and termination of this agreement. 

NO TRANSFER OF INTELLECTUAL PROPERTY

Licensing Program Operator’s copyrighted and original materials are provided to the Licensee for your INDIVIDUAL USE ONLY and under a limited single-user license. 

Individual use only includes the following:

• Show by way of video streaming through Licensee’s Kajabi account, the Program to an in-person classroom of Licensee’s paying eyelash extension course students.
• If Licensee’s eyelash extension training is online, other arrangements will be made for the Licensing Program Operator to provide Licensee with video embed codes to be used only for paying eyelash extension course students.
• Program is permitted to be incorporated into full curriculums only, such as Classic Lash Training, Volume Lash Training, Mega Volume Lash Training, Combination Lash Training, and Lash Lift Training, and is NOT permitted to be incorporated in workshop type classes such as Styling/Mapping, Fan Building, Retention, etc. 
• Licensee is authorized to include Licensing Program Operator’s Program workbook and/or worksheets in Licensee’s printed course manual, or as a separate manual, but must always use the most up-to-date version, as provided by Licensing Program Operator. These Program materials must be removed from Licensee’s course manual, and Licensee must cease distribution of these materials immediately upon termination of this agreement.
• If Licensee has employed or contracted educators who conduct training on behalf of their academy, Licensee must ensure their educators are in full compliance of all the terms set forth in this Agreement. Licensee is solely responsible for the conduct of their educators, and if the Agreement is violated in any way, may result in termination of this Agreement.
• Licensee will be provided with up to FIVE (5) Activation Codes to extend Individual Use to up to five educators conducting training for Licensee's academy per one license Agreement. (If Licensee also conducts training as an educator, Licensee is included in the five code limit). 
• The Program must be shown and utilized in its entirety. Omitting, restricting, or altering portions of the Program is not permitted.

Licensee must NOT:

• Freely display, share, post, copy, distribute, or otherwise disseminate any materials received from Licensing Program Operator, in any manner, public or private, or in any way that may detach value from the Program.
• Use, share, copy, distribute, or otherwise disseminate any materials received from Licensing Program Operator, or any of Licensing Program Operator’s intellectual property, trademarks and or copyrights after termination of this Agreement.

Licensee is authorized to use any of Licensing Program Operator's intellectual property, trademarks and or copyrights, for purposes provided by the Licensing Program Operator. Licensee is authorized to share, copy, distribute, or otherwise disseminate any materials received from Licensing Program Operator electronically, or otherwise with their acceptance into the Program and in accordance with this Agreement. 

PAYMENT

Licensee agrees to pay Licensing Program Operator the stated annual fee (the “FEE”) according to the payment terms:

• As outlined on Licensing Program Operator's website,
• Provided through email,
• According to the Payment Schedule and the payment plan selected by Licensee (the “FEE”), or
• As otherwise noted in this AGREEMENT.

REFUNDS

Upon execution of this AGREEMENT, Licensee is responsible for the full annual Fee. If Licensee decides to cancel, not participate, or changes his or her mind, the Licensing Program Operator DOES NOT PROVIDE ANY REFUND FOR ANY REASON TO THE Licensee.

UNPROFESSIONAL CONDUCT

The Licensing Program Operator and their associated companies operate with the strictest codes of professional conduct. Any Licensee who brings the Licensing Program Operator or their employees, partners, or associates into disrepute, or who promotes any form of slander, racism, or unfair business practices, will have their licensing status canceled.

TERM & TERMINATION

This agreement will begin upon your sign-up and approval with the licensing program and will end when either you or the Licensing Program Operator terminates your licensing status. 

As a Licensee, you may not transfer this agreement, or any rights conveyed in this agreement, to any third party whatsoever. 

The Licensing Program Operator may also terminate this agreement at any time, and for any reason, by writing to the Licensee at the email address listed in your profile, with 30 days.

RIGHTS TO MODIFY AGREEMENT

The Licensing Program Operator may in good faith, modify any of this agreement and/or the Terms and Conditions, at any time and at its sole discretion, by posting a change notice or sending a new Agreement via email. 

These changes are effective immediately and the Licensee may decide not to continue with the Licensing Program. 

The licensing’s continued participation in the licensing program following the said posting of a change notice or new agreement shall constitute binding acceptance by the licensing of the change. 

If any modification to this agreement is not acceptable to the licensee, the licensee’s only recourse is to terminate this agreement. 

Upon termination of this agreement, the former licensee must cease to use any portions of the Licensing Program.

WARRANTIES

There is no warranty or guarantee of any kind with respect to the Licensing Program Operator system as far as reliability, stability, quality or dependability. This means that the Licensing Program Operator, or its associates is not responsible for any loss or damage incurred directly or indirectly due to the use of the Licensing Program Operator website, products, services, or any other facet of the system. This shall include, but is not limited to, any system malfunction, period of being inoperative or unavailable, loss of data or discontinuation of service, other inconveniences.

CONTROLLING AGREEMENT

In the event of any conflict between the provisions contained in this AGREEMENT, any marketing materials used by Licensing Program Operator, Licensing Program Operator's representatives, or employees, the provisions in this AGREEMENT control.

ENTIRE AGREEMENT

This AGREEMENT is the entire AGREEMENT between the PARTIES relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. Modification to this AGREEMENT is by a writing signed by both PARTIES. 

CHOICE OF LAW/VENUE

This AGREEMENT is governed and interpreted in accordance with the laws of the Province of British Columbia without giving effect to any principles of conflicts of law. 

The PARTIES agree to submit any dispute or controversy arising out of, or relating to this AGREEMENT to arbitration in the Province of British Columbia, New Westminster according to the rules of the Canadian Arbitration Association. The arbitration is binding upon the PARTIES and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this AGREEMENT.

SURVIVABILITY

The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of Fees owed set forth in this AGREEMENT, and any other provisions that by their sense and context the PARTIES intend to have survive, shall survive the termination of this AGREEMENT for any reason.

SEVERABILITY

If any of the parts or provisions contained in this AGREEMENT are interpreted as invalid or unenforceable only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the AGREEMENT. 

Any rights not expressly granted herein are reserved.