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Academy of Light™

PROGRAM PARTICIPATION AGREEMENT


PROGRAM SUMMARY

The Academy of Light™ Program consists of the following:

  • Six (6) online modules hosted through Teachable, each which may consist of video content, written guide and/or workbook provided electronically (e.g., PDF), recorded energy healings, and/or recorded Kundalini Kriya and meditation sessions;

  • 9 Pre-scheduled sixty (60)-minute group ‘question and answer’ teleconferences hosted Weekly (except during pre-scheduled time off) through Zoom with Brianna Rose, with recordings made available within one (1) business day thereafter;

  • Access to/membership in a private Facebook group for group discussion during duration of program

These Enrollment Terms and Conditions and the Program Summary attached hereto form the Agreement. Capitalized terms used but not otherwise defined below shall have the meanings set forth in the Program Summary. Light Leader and Participant may be referred to collectively as the “Parties,” and each individually as a “Party.”

  1. Program Participation. By signing the Program Summary, Participant agrees to enroll and participate, and Light Leader agrees to accept Participant’s enrollment and participation, in the Program selected in the Program Summary, which is scheduled to begin on the Start Date and conclude on the End Date; provided, however, Light Leader may modify or delay the Start Date and/or End Date for any reason in its sole discretion with prior notice to Participant.

  2. Enrollment Fee. In exchange for enrollment in the Program, Participant shall pay Light Leader the Enrollment Fee set forth in the Program Summary either (i) in full immediately upon execution of this Agreement or (ii) in equal monthly installments, with the first payment due immediately upon execution of this Agreement and the balance due and payable as set forth in the Program Summary. The Enrollment Fee is not refundable. If any Enrollment Fee payment or any other sums due from Participant hereunder are not received by Light Leader in full and when due, Participant shall pay Light Leader a late charge equal to ten percent (10%) of such overdue amount, which will accrue weekly until the outstanding balance (including late fees) is paid. If Participant’s outstanding balance remains past due for more than fifteen (15) days, Light Leader will suspend Participant from the Program and, at its discretion, reinstate Participant only upon full and complete payment of the outstanding balance (including late fees). Participant is responsible for full and complete payment of the Enrollment Fee, regardless of whether Participant attends or completes any or all of the Program, or Participant’s access to the Program is suspended or terminated.


PROGRAM CONTENT AND DELIVERY


  1. License to Curriculum. Light Leader grants to Participant a nonexclusive, royalty-free, non-transferable, non-sublicenseable, revocable right and license to access and use the Program and all content, information, services, text, photographs, video, audio, graphics, and other materials provided in connection with the Program curriculum (collectively, “Program Materials”) solely as necessary for Participant’s full and complete participation in the Program and in no event for Participant’s reproduction, distribution, resale, modification, public performance or display, or creation of derivative or transformative works, whether for personal or commercial use or otherwise. Light Leader shall be considered the sole author and, at all stages of completion, the sole and exclusive owner of all Program Materials and all right, title, and interest therein, including, without limitation, all copyrights, neighboring rights, trademarks, patents, and any and all other ownership and exploitation rights in the Program Materials now or hereafter recognized in any and all territories and jurisdictions (collectively, “Intellectual Property Rights”).

  2. Third Party Content. Program Materials may include third-party content or links to third-party websites, products, or services that are not owned or controlled by Light Leader (collectively, “Third-Party Content”). Light Leader does not endorse any Third-Party Content and shall not be liable or responsible for any Third-Party Content incorporated into the Program Materials. Participant shall assume the sole responsibility for, and risk associated with, the use and/or access of or interaction with Third-Party Content. Participant shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Third-Party Content accessed through Program Materials.

  3. Interactive Forums. Light Leader may utilize interactive videoconferencing and/or social networking forums or tools to facilitate the Program, disseminate Program Materials, and/or promote discussions among Program participants (“Interactive Forums”). Light Leader does not endorse any Interactive Forum and shall not be liable or responsible for any Interactive Forum used to deliver the Program. Participant shall assume the sole responsibility for, and risk associated with, the use and/or access of or interaction with Interactive Forums. Participant shall be subject to any additional terms and conditions of use, guidelines, rules, privacy policies, and other practices applicable to any Interactive Forums used to deliver the Program. Participant acknowledges and agrees that it may be publicly identified in connection with posting, transmitting, or otherwise communicating information and materials in Interactive Forums, which may be publicly available to other Program participants and, therefore, not confidential. Light Leader is not responsible for the action of any Program participants with respect to information and materials posted, transmitted, or otherwise communicated in Interactive Forums. Light Leader does not have any obligation to actively monitor or police interactions between Program participants and Participant hereby disclaims and holds Light Leader harmless from and against any and all liability resulting from Participant’s interaction with, or conduct towards, any other Program participant, including, without limitation, the use and disclosure of purported confidential information posted, transmitted, or communicated in Interactive Forums.

  4. Disclaimer of Warranties and Obligations. Light Leader makes no representation, warranty, or guarantee to Participant as to the reliability, timeliness, quality, suitability, availability, or completeness of the Program, Program Materials (including Third-Party Content), or Interactive Forums, and any information, opinions, advice, and recommendations contained therein, all of which are provided to Participant on an “as is” basis and for general information and educational purposes only. Participant should not rely on any of the foregoing as a substitute for, nor does it replace, professional legal, tax, accounting, or financial advice or medical or health and wellness advice, diagnosis, or treatment by a qualified healthcare provider and Participant is further advised to consult an appropriately trained and qualified specialist, such as a lawyer, accountant, tax or financial planner, physician, psychologist, therapist, dietitian, nutritionist, or other licensed health professional to address specific concerns for which Participant requires professional or medical advice. Light Leader expressly disclaims all warranties of any kind, whether express or, implied including, without limitation, the implied warranties of merchantability or fitness for any particular purpose, warranties of non-infringement of third-party rights, warranties of performance, and any warranty that might otherwise arise from course of dealing or usage of trade, and makes no warranty regarding any future revenues or cash flows, results of business operations, or future financial condition of Participant or its business. The use of any information or materials provided through the program is solely at Participant’s own risk.

  5. Improvements and Feedback. From time to time, Participant may contribute or suggest ideas, modifications, enhancements, content refinements, technologies, content offerings, promotions, strategies, or product/feature names for the Program or Program Materials or Light Leader’s other services or materials related thereto (collectively, “Improvements”). To the fullest extent allowable by applicable law and for the full term of protection accorded to Participant thereunder (including any and all renewals, extensions, and revivals thereof), Participant hereby assigns and transfers to Light Leader immediately upon conception all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to such Improvements, at all stages of completion, all of which shall be owned solely and exclusively by Light Leader, without attribution of any kind to Participant. To the fullest extent allowable by applicable law, Participant hereby irrevocably waives its so-called “moral rights” or “droit moral” to any and all Improvements.

  6. Program Guidelines. While participating in the Program, Participant agrees: (i) to be respectful of other Program participants and Light Leader personnel and guests; (ii) not to restrict or inhibit any other Program participant from using and enjoying the Program or Interactive Forums or Light Leader from delivering the Program; (iii) not to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of Light Leader or any other Program participant, or use information learned from the Program or information and materials posted, transmitted, or otherwise communicated in Interactive Forums to otherwise defame, abuse, harass, stalk, threaten, intimidate, or mislead, or otherwise violate the legal rights of Light Leader or any other Program participant, within or outside the Program; (iv) not to post, transmit, or communicate information or materials in  any Interactive Forum, or otherwise utilize any Interactive Forum to communicate or distribute information, that is defamatory, profane, infringing, obscene, unlawful, offensive, and/or harmful; (v) not to use the Program or any Interactive Forum for any purpose in violation of applicable law; (vi) not to advertise or offer to sell any goods or services for any commercial purpose through the Program, or otherwise post, transmit, or communicate commercial advertisements, affiliate links, and other forms of solicitation in any Interactive Forum; (vii) not to impersonate another Program participant or knowingly allow any other person or entity to utilize the Program under Participant’s name; (viii) not to imply or represent that any of Participant’s statements are endorsed by Light Leader or any other Program participant without the prior written consent thereof; (ix) not to enroll or participate in the Program or use the Program Materials or any Interactive Forum in a manner which is false or misleading (directly or by omission) or for the purpose of accessing or otherwise obtaining confidential or trade secret information of Light Leader or any other Program participant for public disclosure or any other purposes; and (x) not to cause or induce any third party to engage in the restricted activities contained herein.

  7. Name and Likeness; Publicity. Participant acknowledges and agrees Light Leader may photograph and create audio-only or audiovisual recordings of Program sessions, workshops, events, retreats, and other activities (collectively, “Recordings”) at any time, and Participant irrevocably authorizes, grants, and licenses Light Leader the rights to record, photograph, digitize, use, reproduce, modify, publicly perform and display, distribute, broadcast, exhibit, adapt, create derivate works from, exploit and otherwise commercialize Participant’s name, image, likeness, appearance, voice, professional and personal biographical information and any trademarks, service marks, logos, designs, and insignia of any of Participant’s present and future businesses, and all materials created by or on behalf of Company that incorporate any of the foregoing, solely as incorporated into the Recording and solely for the purposes of the operation, advertisement, publicity, promotion, exhibition, and other exploitation of the Program, in perpetuity, in any and all media and by any means now known or hereafter created, without further consent from or royalty or other compensation to Participant. Light Leader shall exclusively own all Intellectual Property Rights in and to all Recordings and does not grant Participant any right or license to use the Recordings except as incorporated into Program Materials and, in all such cases, solely in accordance with the license therefor. To the fullest extent permitted by law, Participant, for itself and on behalf of its present and future businesses (if any), releases Light Leader from any claim of any kind or nature whatsoever arising from the use of the Recordings, including, without limitation, those based upon defamation (including libel and slander), invasion of privacy, right of publicity, copyright, trademark, or any other personal and/or property rights, and agrees the sole remedy for a breach of this Section 5 by Light Leader is an action at law for money damages without any right to enjoin, restrain, or otherwise interfere with the exploitation of the Recordings or the Program or its operation, advertising, or publicity. Light Leader shall have no obligation to use, distribute, or exhibit any Recordings. Participant will not issue any press release or make any other public statement or announcement regarding Light Leader or the Program without the prior written consent of Light Leader.

  8. Confidentiality. For purposes hereof, “Confidential Information” means any non-public or proprietary information or material of a Party or its Representatives (defined below) (collectively, the “Disclosing Party”) that is disclosed to, received by, or obtained from any source and in any form by the other Party or its Representatives (collectively, the “Receiving Party”) as a result of Participant’s enrollment and participation in the Program, including, without limitation, business and financial information; technology, practices, operations, and methods of conducting business; information technology systems and operations; published and unpublished know-how, whether patented or unpatented; information concerning the identities of the Disclosing Party’s present or prospective business partners and customers; marketing strategies; research projects or developments; products and proprietary information, methodologies, and related information (including Program Materials); and future plans relating to any aspect of the Disclosing Party’s present or anticipated businesses, including, without limitation, all notes, memoranda, summaries, analyses, compilations, and other writings relating thereto prepared by the Disclosing Party that use, contain, or incorporate any such information or data, including all copies, electronic or otherwise, and reproductions thereof obtained from any source by the Receiving Party, where such materials are marked as confidential or should have, by their nature, reasonably have been known to be confidential. Confidential Information does not include information that (i) is or becomes public knowledge through no breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party from a third party not under a duty of confidence to the Disclosing Party; or (iii) is already known or is independently developed by the Receiving Party without use of Confidential Information. A Receiving Party will not, without the prior written consent of the Disclosing Party, disclose or use Confidential Information for its own purposes (except as expressly permitted by, or required to achieve the purposes of, this Agreement). Each Receiving Party will take all reasonable precautions to protect Confidential Information directly disclosed to it by the Disclosing Party, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, disclosure of Confidential Information is permitted to the extent required (i) by Light Leader to its employees, consultants, contractors, counsel, and agents who have a need to know in connection with this Agreement and who are bound by the terms hereof or terms substantially similar hereto or (ii) by operation of law, or by order of a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under this Agreement; provided, the Receiving Party will, unless legally prohibited, provide the Disclosing Party with reasonable prior written notice sufficient to permit the Disclosing Party an opportunity to contest or limit the nature of such disclosure. The Receiving Party shall promptly return all Confidential Information, together with all copies or any other form of reproduction thereof, to the Disclosing Party at its request and shall notify the Disclosing Party immediately upon discovery of any unauthorized disclosure or use of its Confidential Information and shall cooperate in every reasonable manner at the Disclosing Party’s sole cost and expense to help regain possession of the Confidential Information and prevent its further unauthorized disclosure or use.

  9. Non-Disparagement. Participant shall not, directly or indirectly, make or publish any statement, comment, or other communication, written or otherwise, that could constitute disparagement of, or that could otherwise reasonably be considered derogatory or detrimental to, or encourage any adverse action against, Light Leader or any of its personnel, products, or services, including the Program.

  10. Term; Termination. This Agreement shall commence on the Effective Date and shall continue until the earlier of (i) the End Date or (ii) termination by either Party for any reason or no reason upon written notice to the other Party. All provisions hereof which by their nature should survive termination, including, without limitation, those relating to Participant’s payment obligations, confidentiality and non-disparagement, and Light Leader’s Intellectual Property Rights, shall continue in full force and effect expiration or termination of this Agreement.

REPRESENTATION AND WARRANTIES

  1. By Light Leader. Light Leader represents and warrants (i) it has full right, power, and authority to enter into this Agreement and to provide the Program and (ii) it will comply with all applicable laws in the performance of its obligations hereunder.

  2. By Participant. Participant represents and warrants (i) it has full right, power, and authority to enter into this Agreement and to enroll and participate in the Program; (ii) it will comply with all applicable laws in the performance of its obligations hereunder and participate in the Program according to the terms and conditions contained herein; and (iii) the rights, including, without limitation, Intellectual Property Rights, granted hereunder will not conflict with or violate any commitment, agreement, or understanding with respect to the rights of any other person or entity or require approvals from any other party and that such grant will not otherwise subject Light Leader to liability.

  3. Indemnification. Participant shall indemnify, defend, and hold harmless Light Leader and its parent, subsidiary, and affiliate companies and each of their former, present, and future officers, directors, shareholders, mangers, members, employees, contractors, agents, licensees, successors, and assigns (collectively, “Representatives,” and together with Light Leader, the “Indemnified Parties”) from and against any and all liabilities, claims, suits, actions, causes of action, damages, costs, reasonable settlements, and expenses (including, without limitation, attorneys’ fees and court costs) brought by a third party (each, a “Claim”) to the extent arising out of or attributable to any material breach or allegation which, if true, would constitute a material breach, of Participant’s representations, warranties, covenants, or other obligations hereunder. Each Indemnified Party shall (i) promptly notify Participant in writing of any such Claim (a delay in such notice shall not relieve Participant of its obligations hereunder except to the extent such delay prejudices the defense of such Claim) and give Participant the opportunity to defend or settle any such Claim at Participant’s sole cost and expense and (ii) cooperate with Participant, at Participant’s sole cost and expense, in defending or settling such Claim. Participant shall promptly undertake to discharge its obligations hereunder and shall employ counsel reasonably acceptable to the applicable Indemnified Party to defend any such Claim asserted against such Indemnified Party. Participant may not settle any Claim in a manner that adversely affects any Indemnified Party without such Indemnified Party’s prior written consent. An Indemnified Party shall have the right to participate in the defense of any Claim at its sole cost and expense.

  4. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, (i) NEITHER PARTY NOR ITS REPRESENTATIVES WILL BE LIABLE TO THE OTHER PARTY OR ITS REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, LIQUIDATED, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, AND (ii) IN NO EVENT, WILL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE ENROLLMENT FEE PAID BY PARTICIPANT HEREUNDER. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT OR NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

  5. Force Majeure. Light Leader shall not be liable or responsible to Participant, nor deemed in breach of this Agreement, for any failure or delay in its provision of the Program or other performance hereunder due to acts or circumstances beyond Light Leader’s reasonable control, including, without limitation, as a result of riot, civil unrest, military action, or terrorism; damage to or destruction of premises or equipment; earthquake, storm, flood, or other natural disaster; deliberate sabotage or malicious damage to equipment or data; industrial action, strikes, or lock-outs by employees of third parties; inability to obtain supplies of power, fuel, or transport; or the exercise of emergency powers by any governmental authority (each, a “Force Majeure Event”). Light Leader shall notify Participant within five (5) days of it suffering a Force Majeure Event and use diligent efforts to end the failure or delay and minimize the effects of the Force Majeure Event.

  6. Relationship of Parties. This Agreement does not constitute an employment, agency, partnership, or joint venture relationship between the Parties or any of their Representatives. Neither Party is a representative the other and neither Party shall hold itself out as such publicly or to any third party or incur any liability for the other Party.

  7. Notices. Notices between the Parties shall be in writing and delivered in person or by certified mail (return receipt requested, postage prepaid), courier service (e.g., FedEx), or email to the following addresses, deemed delivered on receipt: if to Light Leader, to the attention of Brianna Rose at 248 Route 25A Suite 1004, East Setauket, NY 11733 or brianna@iambriannarose.com, with a copy to Joshua M Greenberg, Esq. of Cowan, DeBaets, Abrahams & Sheppard LLP at 41 Madison Avenue, 38th Floor, New York, NY 10010, jgreenberg@cdas.com, and, if to Participant, at its address set forth in Participant Terms, or as subsequently designated by each Party.

  8. Governing Law. This Agreement and all matters arising out of this Agreement shall be governed by the laws of California without regard to conflict of laws rules.

  9. Dispute Resolution. If any dispute between the Parties cannot first be resolved by good-faith negotiation, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved through confidential binding arbitration administered by a single arbitrator appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules based on the submission of documents without any in-person or oral hearing. Judgment on the award rendered by the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction, including, without limitation, the state or federal courts located in Orange County, California and the Parties waive all jurisdictional, venue, and inconvenient forum objections thereto. The prevailing Party shall be entitled to an award of reasonable attorneys’ fees. 

  10. Remedies. Each Party acknowledges that any breach of Sections 3(a), 5, 6, or 7 of this Agreement will cause the non-breaching Party irreparable damage for which monetary damages would be an inadequate remedy. Consequently, notwithstanding Section 16 of this Agreement, in the event of any breach or threatened breach thereof, the non-breaching Party may seek equitable relief, including injunctive relief or specific performance or both, from a court of competent jurisdiction without posting bond, in addition to any other remedies to which such Party may be entitled. All remedies, whether at law, in equity, or pursuant to this Agreement (including pursuant to both Sections 16 or 17 hereof), shall be cumulative.

  11. Assignment; Binding Effect. A Party may not assign, subcontract, or transfer its rights and obligations without the prior written consent of the other Party; provided, however, Participant’s consent will not be required for Light Leader to assign is rights and obligations to (a) a third party that controls, is controlled by, or is under common control with such Party or (b) a third party in connection with a merger, acquisition, or consolidation by or with Light Leader or a sale or transfer of all or substantially all of Light Leader’s businesses and assets. Any purported transfer or assignment in violation hereof will be void and will have no effect. This Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted assigns and transferees.

  12. Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, documents, agreements, and prior course of dealing, oral or written, between the Parties with respect thereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

  13. Amendment; Waiver. This Agreement may be amended only with the written consent of the Parties and the observance of any provision of this Agreement may be waived (either generally or in any particular instance, retroactively or prospectively) only with the written consent of the waiving Party. Either Party’s failure to enforce or delay in exercising any of its rights or remedies under this Agreement at any time for any period shall not be construed as a waiver of such rights or remedies, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

  14. Execution. This Agreement may be executed by manual or verified electronic signature, in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

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