Co-Branding Educational Services Agreement

We want to thank you for using Dr. Amy’s products, services, websites, and apps. You are the most important aspect of our business and we appreciate you seeking to further your professional skills and your business with our information, products and services.

This CO-BRANDING EDUCATIONAL SERVICES AGREEMENT

was updated and are effective as of October 15, 2021.

If you would like a copy of this Agreement, please download a PDF here.

It is important that you read thisAgreement carefully before using our website and services.

This AGREEMENT (the “Agreement”) is made by and between Life Transitions by Dr. Amy, inc., a North Carolina corporation (the “Provider”), and you, (the “User”), collectively the “Parties”, on the date you purchase one of our customizable products and confirm you have read this agreement by checking the associate box and make the purchase.

RECITALS

WHEREAS, Provider is a company which develops, owns, and provides proprietary educational curriculum;

WHEREAS, User is a financial planner, consultant or specialist which will use Provider’s proprietary education curriculum for client interaction; and

WHEREAS, Provider and User each desire to promote the proprietary education curriculum as co-branded product (“Co-branded Product”).

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

1. Provider Product. Provider will create, establish, and provide instructional content relating to relevant subject matters, more fully described in Addendum A, attached hereto and incorporated herein, in accordance with the needs of the User (“Provider Product”).

2. Provider Obligations. Provider will use current and up to date educational materials to develop the Provider Product as determined at the discretion of Provider.

3. User Obligations. User will promote and present Co-branded Product in a commercially reasonable standard and ensure that labeling and use of the Co-branded Product does not violate the rights of any third parties and does not use any substandard or offensive materials in conjunction with the promotion and presentation.

4. Co-branded Product Resale Prohibited. Provider will provide Provider Product exclusively. User is prohibited from reselling, or permitting the resale of the Provider Product or the Co-branding Product, unless express written permission is granted by Provider.

5. Intellectual Property.

(a) Ownership. Provider shall retain exclusive property ownership in the Provider Product or Co-branding Product, including, but not limited to, all patents, trademarks, and copyrights, with the exception of User’s Marks. Provider warrants that it has the legal right and license to use, distribute and resell the Provider Product.

(b) Grant. Subject to the terms and provisions set forth in this Agreement, Provider hereby grants to User, and User hereby accepts, a non-transferable, non-assignable license, to use the Provider Product or Co-branding Product solely in conjunction with the educational use. User hereby agrees not to use the Provider Product or Co-branding Product in connection with any other business use not authorized by Provider.

(c) Limitations on Use. User has no right to nor shall it use the Provider Product or Co-branding Product in connection with the sale of other educational material to any person or entity, unless agreed upon by the Provider.

6. Co-Branding. Notwithstanding the foregoing, the Co-branded Product will feature the trademarks, logos, and other proprietary labeling (the “Marks”) of both the Provider and User. The Marks shall appear in substantially equal size and placed in appropriate positions of substantially prominence on the Co-branded Product, as mutually agreed by the Parties. The design, text, and graphics of the Co-branded Product created by the User shall be subject to the Provider’s approval, which shall not be unreasonably withheld or delayed. If Provider does not deliver consent or rejection to the User within five (5) business days of Provider’s receipt of the design, text, and graphics of the Co-branded Product, Provider shall be deemed to have approved the materials.

7. Indemnification. The Parties mutually agree to indemnify each other, their directors, officers, employees, and agents and hold them harmless from and against any and all claims, demands, actions, liabilities, damages, losses, costs and expenses, including attorneys’ fees arising out of or resulting from or in connection with:

(a) performance or non-performance of its obligations under this Agreement, or

(b) negligent or willful actions or omissions (or such actions or omissions of either Parties agents, employees, contractors, or consultants).

6. Confidentiality. Each Party will use and reproduce the other Party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other Party's Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other Party's Confidential Information to any third party without the prior written approval of the other Party. Notwithstanding the foregoing, it will not be a breach of this Agreement for either Party to disclose Confidential Information of the other Party if required to do so under law or in a judicial or other governmental investigation or proceeding, provided the other Party has been given prior notice and the disclosing party has sought all available safeguards against widespread dissemination prior to such As used in this Agreement, the term “Confidential Information” refers to: (a) the terms and conditions of this Agreement; (b) each Party's trade secrets, business plans, strategies, methods and/or practices; and (c) any other information relating to either Party or its business that is not generally known to the public, including, but not limited to information about either Party's personnel, products, customers, marketing strategies, services or future business plans. Notwithstanding the foregoing, Confidential Information specifically excludes (i) information that is now generally available to the public or subsequently becomes available to the public through no action or fault of the other Party; (ii) information that is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party's written records, and which was not acquired, directly or indirectly, from the other Party; (iii) information that either Party receives from any third party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (iv) information independently developed by either Party's employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder. Notwithstanding anything else set forth in this Section 8, each Party shall be entitled to use the data in accordance with Section 5 herein.

9. User Content

(a) You may have the opportunity to post, upload or otherwise make available on our Sites, Services and Products any content, such as data, text, information, videos, or materials (“User Content”). You agree to only upload User Content to which you own all proprietary right, title and interest, or have a license or written consent from the owner to upload such User Content.

(b) If you upload User Content that contains the personal information of a third party, you agree that you will only do so after you have obtained consent to do so in accordance with applicable privacy laws (“Consent”). You hereby confirm that any and all User Content provided by you to us complies with all applicable laws.

10. Use of our Sites, Services, and Products

(a) We expect that you will access and use our Sites, Services, and Products in a professional, responsible, and business-like manner in accordance with applicable laws when uploading User Content through the Site. You may have the opportunity to engage in dialogue with us if you send us emails or contact us through our Sites, Services, and Products. We welcome your questions, suggestions, ideas, and other information (collectively “Suggestions”) that you communicate to us, so long as any such Suggestions, User Content or interaction is not illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful, or racially, ethically, or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.

(b) You are not obligated to provide us with Suggestions regarding our Sites, Services, or Products. However, if you do provide us with Suggestions, then we retain all rights to any such Suggestions and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Suggestions in any commercial manner.

(c) You further agree that you must use our Sites, Services, and Products for lawful purposes only and represent and warrant that you will not use our Site or Services to:

e-mail, provide us with, or otherwise transmit any Suggestions or User Content that you do not have a right to transmit under any law, or under contractual, or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
e-mail, provide us with, or otherwise transmit any Suggestions or User Content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;
remove any proprietary notices or labels, or any promotional or advertising material, from our Sites, Services, or Products;
e-mail, transmit, or send via the internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
impersonate any person or entity, or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Sites, Services, and Products or otherwise communicating with us;
upload, e-mail, send via the internet, or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware, or telecommunications equipment, or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure, or limits the functionality of any Company or third party computer hardware, software, networks, or hardware or telecommunications equipment;
interfere or attempt to interfere with or disrupt our Sites, Services, and Products including, but not limited to, our servers or networks connected to our Sites, Services, and Products, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Sites, Services, and Products or disobeying any requirements, procedures, policies or regulations of networks connected to our Sites, Services, and Products;
direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices;
intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site, our Services or any User Content;
modify, adapt, assign, copy, sublicense, translate, rent, sell, reverse engineer, decompile or disassemble any portion of our Sites, Services, and Products;
collect, use, disclose, store or distribute any User Content or other personal information of a third party without their express consent;
transmit any information or User Content known by you to be false, inaccurate or misleading;

transmit any information or User Content that is intimate, private or that you would not want the public to view or have access to.

11. Disclaimer of Warranties / Limitation of Liability

(a) We do not warrant or make any representations or guarantees that any person will improve its business or earn any money using the Site or our technology, Products or Services. You accept all responsibility for evaluating you and/or your clients’ earning potential, business and services. Earning potential is dependent on various factors, including products, ideas, techniques, execution of a business plan, the time devoted to the program, ideas and techniques offered and utilized, as well as finances, knowledge and skill. Since these factors differ from person to person, we cannot and do not warrant or make any representations or guarantees regarding you and/or your clients’ success, earning potential or income level.

(b) You understand that we will use commercially reasonable efforts to provide our Site, Services, Products, Content and Documentation but we cannot and do not guarantee or promise any specific and intended results, including but not limited to financial or commercial, from the use of our Content or Documentation or from the use of our Site. You also understand that our Site, Services, Content and Documentation is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on our Site, Services, Products, Content and Documentation will be at your own risk and that you must evaluate and bear all risks associated therewith. You are solely responsible for any use of and results from using our Sites, Services, Products, Content, or Documentation. Your use of our Sites, Services, Products, Content, or Documentation is entirely at your own risk.

(c) We do not represent or warrant that files, videos, or information available for access or downloading from the internet, Hyperlinks, our Sites, Services, or Products, or any files and emails from us will be free of viruses, worms, malware, Trojan horses or other code that may manifest contaminating or destructive properties. Your use of the internet is at your own risk and you are solely responsible for any damages to your computer systems or loss of data that results from any internet access or our Sites, Services, Products, Content, or Documentation.

(d) Your use of our Sites, Services, Products, Content, and Documentation is at your own risk. Our Site, Services, Content, Products and Documentation are provided on an “as is” and “as available” basis without representations, warranties, guarantees or conditions of any kind, either express or implied. We expressly disclaim all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement, or those arising out a course of dealing, performance or usage of trade. We make no representations, warranties or conditions regarding the availability appropriateness, completeness, accuracy, or currency of our Sites, Services, Products, Content, or Documentation. For greater clarity, we do not represent or warrant that: (i) our Sites, Services, Products, Content, or Documentation does not and will not infringe, or be subject to any intellectual property claims, or a claim of infringing the trademark or other rights of another party; (ii) our Sites, Services, Products, Content, or Documentation will be uninterrupted, functional, secure, reliable, accurate, complete, current, useful, suitable, secure or error-free; (iii) our Sites, Services, Products, Content, or Documentation will be suitable, accurate, correct, reliable, complete, timely, error-free or will meet your requirements and expectations in any way; (iv) any defects in our Sites, Services, Products, Content, or Documentation will be corrected; and (v) we have verified or endorsed any Third Party Content. Our Sites, Services, Products, Content, or Documentation may include technical inaccuracies or typographical errors, and we may make changes or improvements to our Sites, Services, Products, Content, and Documentation at any time.

(e) In no event shall our Company, its affiliates, directors, officers, shareholders, employees, third party providers, agents or advisors (“Associated Persons”) be liable to you or any other person or entity for any direct, indirect, exemplary, special, incidental, consequential or punitive damages, including loss of income, loss of profits, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings or certain earnings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic or personal loss arising from or in connection with: (i) your use of or reliance on any information provided by us on our Site, Services, Products, or stated in our Content and Documentation; (ii) your use of or inability to use our Site Sites, Services, Products, Content, or Documentation; (iii) your violations of trademark infringement or other intellectual property rights; (iv) any failure of performance of our Sites, Services, Products, Content, or Documentation, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; (v) any third party content or Hyperlinked websites or content; or (vi) any other matters relating to our Sites, Services, Products, Content, or Documentation, whether based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not we had any knowledge, actual or constructive, that you might incur such damages. The limitations on the Company’s liability or the liability of Associated Persons to you in this section shall apply whether or not the Company or such Associated Persons have been advised or should have been aware of the possibility of any such losses arising.

(f) We expressly disclaim any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. Certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you and you may have additional rights.

12. Indemnity

You agree at all times to defend, indemnify and hold harmless our Company, its affiliates, employees, contractors, agents, officers, directors, shareholders, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Sites, Services, Products, Content or Documentation, or from your violation of these Terms, including your failure to appropriately obtain consent from a third party. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Sites, Services, Products, Content or Documentation, including but not limited to trademark infringement or other intellectual property claims from third parties.

13. System Security

You are prohibited from using any services or facilities provided in connection with our Sites, Services, Products, Content or Documentation to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of these Terms and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms.

14. Dispute Resolution

Any dispute, controversy or claim arising out of or relating to these Terms, including any disputes relating to our Sites, Services, Products, Content or Documentation, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will be conducted by one arbitrator and the seat of Arbitration will be Toronto, Ontario. The language of the arbitration will be English. The decision of the arbitrator shall be binding upon the parties hereto.

15. Governing Law; Jurisdiction

These Terms and any action related thereto or related to our Sites, Services, Products, Content or Documentation shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. Subject to Section 14, you agree that any action at law or in equity arising out of or relating to these Terms or your use of our Sites, Services, Products, Content or Documentation will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Sites, Services, Products, Content or Documentation is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Sites, Services, Products, Content or Documentation in any such circumstances.

16. Termination

You acknowledge and agree that these Terms shall remain in effect for so long as you use our Sites, Services, Products, Content or Documentation. You agree that this agreement can only be terminated by you once you have stopped using our Sites, Services, Products, Content or Documentation. We reserve the right to suspend or terminate your use of our Sites, Services, Products, Content or Documentation and remove and discard any information related to you and your use of our Sites, Services, Products, Content or Documentation at any time, for any reason, with or without cause, if we believe that you are violating these Terms in any way. If you wish to terminate your account, you may choose to cease use of our Sites, Services, Products, or Content, or to send us notification via https://www.dramy.life/contact . If you are dissatisfied with our Sites, Services, Products, Content or Documentation, including these Terms, your sole remedy is to discontinue using our Sites, Services, Products, Content or Documentation.

17. Entire Agreement

These Terms and any of our other legal notices, policies and guidelines linked to these Terms constitute the entire agreement between you and our Company relating to your use of our Sites, Services, Products, Content and Documentation and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on our Sites.

18. No Agency; Third Party Beneficiary

We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, our Company and Associated Persons.

19. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. We may assign these Terms and the rights and obligations granted hereunder without your consent.

20. Severability

If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

21. No Waiver

We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by an authorized representative of our Company. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

22. Headings

The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms.

23. Language

You agree that English will be the language of our Sites, Services, Content and Documentation and of all transactions occurring in connection with our Services and Products, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais. Usted reconoce que es su deseo expreso que estos Términos se hayan redactado en inglés.

24. Last Modified

These Terms of Use were last modified on November 26, 2020.