Invert Ready™ Coach Agreement

Thank You for Your interest in Invert Ready™ Coach! 

Invert Ready™ Coach is being provided to you under limited license from Flow Movement, LLC (“Flow Movement”). Flow Movement is the owner of the technology and intellectual property related to these products and services, and is the beneficiary of this Agreement.

No term within this Agreement shall be construed to provide any ownership or other rights to you of the technology or intellectual property related to these products and services (including trademark rights), except as may be expressly provided for herein. 

By visiting our site or clicking I accept you agree to be bound by the following agreement (“The Participant Agreement”), including any additional terms and conditions and policies referenced herein and/or available on this website including the Terms and Conditions and the Privacy Policy.

To address the most frequently asked questions:

Your Practice. You may use the products and services to develop your own movement practice. Any practices that you develop are your own. 

No Royalty. Upon completing the certification requirements You may use the products to market and sell coaching services related to the Licensed IP without payment of royalties to Flow Movement, subject to the limits in this license.

Limitations. Your rights in this agreement are subject to certain limitations, including limits on the number of students you can provide instruction to under the Licensed IP at any one time, the format for providing the instruction, and the language used to market and sell Your services using the Licensed IP. If you are interested in using the Licensed IP to sell products and services online, through a studio, or for purposes other than are explicitly outlined in this agreement, please contact Flow Movement for advanced licensing opportunities.

Licensed IP Confidentiality Requirement. This is a limited license and Flow Movement will continue to own the technology, intellectual property, and methods for making use of the Licensed IP.

The foregoing is subject to the below terms and conditions:

Participant Agreement

The terms and conditions contained in this Participant Agreement (the “Agreement”) govern your use of the Licensed IP and your relationship with Flow Movement, LLC (“Flow Movement”). Please read them carefully as they contain very important information about your rights and obligations, as well as limitations and exclusions that may apply to you. This document contains a dispute resolution clause and waiver of right to jury.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY, AND ARE BECOMING A PARTY TO THIS AGREEMENT AS WELL AS THE TERMS INCLUDED IN THE GENERAL TERMS AND CONDITIONS AND PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.

1. The Licensed IP

The Licensed IP is comprised of: (1) the trademarks, know-how, instructional methodologies, and other intellectual property rights owned by Flow Movement (the “Flow Movement IP”) and (2) any online, video, and written materials provided with your purchase to make use of the Flow Movement IP (together with the Flow Movement IP, collectively, the “Licensed IP”). 

2. Use of the Licensed IP

The Licensed IP is provided solely for Your individual and limited use as set forth in this Agreement. For so long as You comply with the terms and conditions of this Agreement, You may use the Licensed IP as part of Your movement practice and, upon meeting the requirements of the certification program, to market yourself and your coaching services. This means that You may NOT resell the Licensed IP to any person or company as part of an online, DIY or group course.  

3. License

By purchasing the Licensed Products, Flow Movement grants You a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable, without warranty, and royalty-free license to use the Licensed IP solely to market Yourself as a movement practitioner who has received a Certificate of Completion for purchasing and using Licensed Products in accordance with the terms of this Agreement (the “License”). 

4. Restrictions on Use

While You may use the Licensed IP to market Yourself as a movement practitioner, You expressly agree that You DO NOT have any right to and will not:

  1. Transfer or assign Your License to use the Licensed IP to another person or company; 

  2. Use the Licensed IP to create and sell products related to the Licensed IP;

  3. Use the Licensed IP in Digital media, namely, DVDs and downloadable audio and video recordings featuring pole fitness, dance, floor movement, flexibility, and mind/body awareness instruction.

  4. Use the Licensed IP or any confusingly similar term as a domain name (or part of a domain name), or for search engine optimization (SEO) or search engine marketing (SEM), as or in any account name, user ID or other handle within any blogs, social media, or any digital media now known or hereafter devised, or as part of a name-based phone number, such as 1-800-Licensed IP anywhere in the world.

5. Title

You acknowledge that the Licensed IP, including any associated written materials and other documentation provided under this Agreement, and all Flow IP, belong exclusively to Flow Movement. You agree to protect the Licensed IP against unauthorized use, reproduction, distribution or publication in electronic or physical form.

6. Termination

Flow Movement may terminate this Agreement at any time, with or without notice, if it discovers that You have breached or are likely to breach the terms of this Agreement.  Upon termination of this Agreement, You must immediately cease and desist all use of the Licensed IP and Flow Movement IP.

7. Disclaimer & Limitation of Liability

YOU ACKNOWLEDGE THAT YOU ARE USING THE LICENSED IP AT YOUR OWN RISK.  THE LICENSED IP IS BEING PROVIDED “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOW MOVEMENT WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL), OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE LICENSED IP EVEN IF FLOW MOVEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT.  IN NO EVENT SHALL THE TOTAL LIABILITY OF FLOW MOVEMENT FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT OR THE USE OF THE LICENSED IP EXCEED IN THE AGGREGATE ONE HUNDRED U.S. DOLLARS ($100).

YOU MAY NOT INSTITUTE ANY ACTION ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY.

7. Indemnification

You shall indemnify and hold harmless Flow Movement from and against any and all liabilities, damages, penalties, fines, costs, losses and expenses (including reasonable attorneys' fees and other expenses of litigation) incurred by Flow Movement in connection with any claims, actions, suits or proceedings brought by any third-party arising out of or relating to: (i) Your use of the Licensed IP; and (ii), the marketing of Yourself in relation to the Licensed IP.

8. Disputes; Governing Law

This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado (without regard to the choice of law or conflicts of law principles). Any and all disputes or disagreements rising between the parties out of this Agreement shall be decided by binding, final arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Boulder County, Colorado, unless another location is mutually agreed to by the parties. The cost and expenses of the arbitrators shall be shared equally by the parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.

9. Jurisdiction; Waiver of Jury Trial

All claims arising out of or relating to this Agreement or the Licensed IP will be litigated exclusively in the Federal or state courts located in the County of Boulder in the State of Colorado.  You hereby consent to the personal jurisdiction in those courts and agree to waive any objections based on inconvenient forum.  YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY. 

10. No Third Party Beneficiary

Flow Movement is the sole beneficiary of this Agreement. This Agreement does not create any third party beneficiary rights. 

11. Waiver

If You do not comply with these terms, and Flow Movement does not take any action, this does not mean that Flow Movement is giving up any rights that it may have (such as taking action in the future). 

12. Severability

If it turns out that a particular term is not enforceable, this will not affect any other terms and/or conditions in this Agreement.

13. Warranties and Covenants

You represent, covenant and warrant to Flow Movement that: 

  1. You have the full right and authority to enter into this Agreement, including if You are purchasing the Licensed IP on behalf of a business entity. ;

  2. Entering into and performing under this Agreement will not cause You to breach any contractual right or obligation to any third-party;

  3. You will not use the Licensed IP in any manner which is in violation of any law or governmental regulation; 

  4. You will not apply for, register, or attempt to register the Licensed IP listed in Schedule A or any other Flow IP, or any confusingly similar terms, for any purpose, including without limitation trademarks, trade names, service marks, brands, logos, copyrights, or other identifiers of source or forms of intellectual property anywhere in the world; and,

  5. You will not make negative comments or remarks in any medium (oral, online, written, or while providing instruction or training) about Flow Movement, Flow IP, Marlo Fisken, or any personnel of the foregoing (directors, owners, employees, consultants, partners, etc.)

Flow Movement warrants that: 

  1. Flow Movement has full right and authority to enter into this Agreement and grant the rights described in this Agreement; and

  2. entering into and performing under this Agreement will not cause Flow Movement to breach any contractual right or obligation to any third-party.

14. Independent Relationship

This Agreement does not constitute a partnership, joint venture, agency, or employer-employee relationship between You and Flow Movement. 

15. Entire Agreement

This Agreement is the entire agreement between You and Flow Movement and supersedes all prior agreements, discussions and understandings between You and Flow Movement. 

16. No Assignment

 You may not assign Your rights and duties under this Agreement to any party at any time. Any purported assignment in violation of this clause shall be void. 

17. Marketing and Advertising

You agree to allow the Company and any of its Instructors, agents or employees to record, copy and use picture(s), film, and/or likenesses of You for any purpose, including advertising and promotion. In the event You choose not to allow the use of the same for said purpose, You agree that You must immediately inform Flow Movement of this in writing.