NON-EXECUTABLE PRACTITIONER AGREEMENT
Please review this non-executable Practitioner Agreement before registering for any New Three University Practitioner Events. After registration and approval by New Three University, you will be sent an executable version of the agreement that you can easily sign electronically.
WHEREAS, the Applicant has expressed interest in attending certain Practitioner Events offered by NTU and pursuing one or more Classifications; and WHEREAS, the Applicant will receive access to the NTU Material; and WHEREAS, the Applicant recognizes that it would cause irreparable harm to NTU if the Applicant were to use NTU Material in ways not allowed by this Agreement; and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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DEFINITIONS.
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Events or Event is any lecture, book signing, workshop, training program or event, conference, or activity, led, organized, moderated or hosted by NTU or its representatives held, exhibited or distributed in any medium now known or hereafter devised, including but not limited to, live, radio, television, prerecorded audio or video, online, or mobile.
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NTU Material is any and all material, content, teachings, methods, processes, tools, techniques, worksheets, concepts, guides, kits, know-how, lessons, works, ideas, information shared or gained at an Event or at the Completed Classes set forth on the attached Schedule A as amended from time to time, or related to a Technique, and information regarding intellectual property, copyrights, patents, trademarks and know-how now or hereafter owned or developed by NTU (the “NTU Material”).
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Practitioner is a person who has completed requirements set by NTU to be authorized to utilize the Technique, has executed the Practitioner Agreement and complies with all ongoing requirements of NTU related to the specific Classification as modified from time to time. NTU offers various Practitioner Events and Classifications.
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Practitioner Event is an Event designated as such by NTU and open only to Participants who are approved by NTU and have executed this Practitioner Agreement. Applicant agrees and acknowledges that all Practitioner Events that Applicant attends from time to time from the date of this Agreement, and all times thereafter, are covered by the terms and conditions of this Agreement. Attendance or participation in a Practitioner Event does not guarantee that the Applicant will receive any Classification.
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Technique is the personal, professional and spiritual development approaches taught by NTU or its agents or representatives from time to time as more fully described in the NTU Materials.
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Classification The Applicant may qualify for one or more classifications as established by NTU and modified from time to time (each a “Classification”). NTU offers several areas of expertise and levels of Classification within each area of expertise.
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CONFIDENTIALITY.
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Non-Disclosure Obligations. The Applicant will hold in strictest confidence and will not use or disclose to any third party without NTU’s prior written authorization, any of the NTU Material, except (i) as required in this Agreement; (ii) where such information has already been released to the public by or on behalf of NTU; (iii) to comply with the law or valid orders of a court or government agency, provided the Applicant promptly notifies NTU; or (iv) on a need-to-know basis to the Applicant’s legal or professional advisors, who shall also be bound by these confidentiality obligations.
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Ownership & Protection of NTU Material. The Applicant acknowledges NTU’s exclusive ownership of all NTU Material and intellectual property. The Applicant will not, directly or indirectly, register or use any trademark, trade name, service mark, trade dress, or copyrightable work that is the same as or substantially similar to the NTU Material, or any other intellectual property right of NTU. The Applicant will not take any actions adverse to NTU’s rights in the NTU Material, and will not assist any person or entity to: (i) challenge the validity of the NTU Material, NTU’s ownership of, or right to license, the NTU Material, or any registration or application for registration thereof; or (ii) represent in any manner that it has any title or right to the ownership, registration or use of the NTU Material.
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CLASSIFICATION REQUIREMENTS.
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To maintain the Applicant’s Classification, the Applicant agrees to (i) complete all continuing education, obtain any Classification renewals, and undertake any other steps required by NTU; and (ii) comply with all policies, procedures, rules, guidelines, terms, and conditions that NTU may establish from time to time.
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The Applicant will not make any presentation, publish or distribute any content, or teach/instruct any person regarding the Technique. Applicant will not create or offer any practice that is the same, substantially similar to, or derived from NTU’s Technique or NTU Material.
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When practicing the Technique, the Applicant will only use approaches permitted by the applicable Classification, and only on themselves or Practitioners of the same Classification. The Applicant also agrees that they will not incorporate any “rituals” into the Technique or otherwise modify it in any way.
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NON-CIRCUMVENTION & NON-DISPARAGEMENT.
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The Applicant agrees not to directly, or use a third party to circumvent this Agreement. The Applicant also agrees that in the event of circumvention of this Agreement by the Applicant, directly or indirectly, NTU shall be entitled to pursue all remedies, both legal and equitable, including but not limited to all legal costs and expenses incurred to enforce this Agreement. Additionally, Applicant agrees not to disparage or defame NTU or to make any derogatory comments, whether written or oral, regarding NTU or its current or former officers, directors, employees, attorneys, agents, or contracting parties, or its business or operations.
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INDEMNIFICATION.
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The Applicant shall indemnify, defend and hold harmless NTU and its officers, directors, managers, members, stockholders, partners, employees, independent contractors, representatives, agents, attorneys, and affiliates from and against any and all liabilities, damages, losses, obligations, judgments, costs and expenses (including without limitation, reasonable attorney’s fees and expenses) arising out of: (i) Applicant’s breach of this Agreement; (ii) Applicant’s gross negligence, recklessness or intentional misconduct; or (iii) the Applicant’s use of the Technique or NTU Material.
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NTU assumes no liability to the Applicant or any third parties with respect to the performance, use or disposal of any event, service or product associated with or provided by NTU under the terms of this agreement. IN NO EVENT SHALL NTU, ITS SUBSIDIARIES, AFFILIATES, VENDORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS OR AGENTS (COLLECTIVELY “NTU PARTIES”) BE LIABLE TO THE APPLICANT OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY OR INTERRUPTION IN SERVICE, ERRORS, OMISSIONS, WHETHER OR NOT THERE IS NEGLIGENCE BY THE NTU PARTIES AND WHETHER OR NOT ANY OF THE NTU PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT ALL SERVICES AND PRODUCTS PROVIDED IN CONNECTION WITH THIS AGREEMENT, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, ARE MADE WITH RESPECT TO THE SAME, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SAFETY, OR ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NTU EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN.
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NO GUARANTEE.
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Nothing in this Agreement shall be construed as a guarantee that the Applicant will become a NTU Practitioner upon the completion of any training, workshop, program or Event.
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There are no guarantees and/or assurances concerning the level of success Applicant may experience. Testimonials and examples used are exceptional results, which may not apply to the average person. Applicant agrees that NTU, its directors, officers, employees, consultants, agents and other representatives are not liable for any success or failure of Applicant’s purchase and use of NTU’s information, products and/or services.
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NTU Materials including but not limited to, the use of the Technique, should not be relied upon for personal, professional, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. NTU MATERIALS, INCLUDING BUT NOT LIMITED TO USE OF THE TECHNIQUE, IS NOT DESIGNED TO, AND DOES NOT PROVIDE, MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR CURE FOR ANY MEDICAL CONDITION, DISEASE OR ILLNESS. YOU UNDERSTAND THAT YOU SHOULD NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE, NOR DELAY IN SEEKING IT, BECAUSE OF SOMETHING YOU HAVE LEARNED, VIEWED, LISTENED TO, READ OR OTHERWISE ASCERTAINED OR OBTAINED FROM OR BASED ON ANY COMPONENT OF THE NTU MATERIALS OR CONVEYED TO YOU IN ANY FORM BY NTU ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, AT ANY TIME. ANYTHING YOU LEARN OR EXPERIENCE FROM NTU MATERIALS AND NTU EVENTS, IS NOT INTENDED TO REPLACE THE SERVICES OF A TRAINED HEALTH CARE PROFESSIONAL OR BE A SUBSTITUTE FOR MEDICAL ADVICE OF PHYSICIANS. NTU RECOMMENDS THAT YOU CONSULT A PHYSICIAN IN ALL MATTERS RELATING TO YOUR HEALTH, PARTICULARLY WITH RESPECT TO ANY SYMPTOMS THAT MAY REQUIRE DIAGNOSIS OR MEDICAL ATTENTION. NTU MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION, PRODUCTS OR SERVICES OFFERED OR PROVIDED TO YOU.
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TERM AND TERMINATION.
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This Agreement shall remain in full force and effect unless (i) terminated by the mutual written agreement of the Parties, or (ii) by NTU if it determines in its sole discretion that the Applicant has breached this Agreement, failed to act in a manner that is in the best interest of NTU, or if the Applicant does not complete or maintain the requirements established by NTU related to any Classification or use of the Technique. Upon termination of this Agreement, the Applicant will cease to have any rights to use the NTU Materials, including but not limited to the Technique and will have no right to any refund or compensation of any kind.
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SPECIAL AGREEMENT ON FEE-SHIFTING AND CHOICE OF LAW.
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Fee-Shifting: If the Applicant attempts to bring any legal action against NTU and does not prevail, Applicant agrees to reimburse NTU for all legal costs and attorney’s fees incurred in defending the action.
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Choice of Law and Venue: Subject to the section below entitled “Dispute Resolution and Arbitration,” any claims or disputes relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflicts of law principles. Exclusive venue for any claim shall be in the state and federal courts located in Ventura County, California and Applicant hereby consents to the exclusive jurisdiction and venue of such in all disputes between the Parties.
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DISPUTE RESOLUTION AND ARBITRATION.
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Mandatory Binding Arbitration: The Parties agree that any dispute, claim, or controversy between them arising in connection with or relating in any way, including Applicant’s relationship with NTU or any of its products or services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory), will be determined by mandatory binding individual arbitration in Ventura County, California, under the rules of the American Arbitration Association. The arbitration decision is final and enforceable in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the Parties to the arbitration. The Parties further agree that full discovery shall be allowed to each Party for the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in court shall be available to both Parties in the arbitration. In the event that the Parties are unable to agree upon an arbitrator within fifteen (15) days of the date on which either Party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association.
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Enforcement of Arbitrator's Decision: If either Party fails to comply with the arbitrator’s decision, the non-complying Party shall pay the prevailing Party’s court costs and reasonable attorney’s fees incurred in enforcing the decision.
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Exceptions to Arbitration: Notwithstanding this section, NTU retains the right to seek injunctive relief or file suit in a court of law to address intellectual property infringement claims.
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Time Limit for Arbitration: Any arbitration must be initiated within one (1) year from the date the Party becomes aware of the claim. If applicable law prohibits a one-year limitation, claims must be filed within the shortest period allowed by law.
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MISCELLANEOUS.
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No Joint Venture. Nothing in this Agreement shall create any partnership, association, or joint venture between the Parties. The Applicant is not an employee, officer, or agent of NTU and is not entitled to any employee benefits, including workers’ compensation, disability, health or life insurance, pension plans, or other NTU employee programs.
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Reasonability & Equitable Relief. The Parties agree that the scope and terms of this Agreement are reasonable to protect NTU's business interests. The Applicant acknowledges that monetary damages may be insufficient for breaches of this Agreement and that NTU is entitled to seek injunctive or other equitable relief. In the event any court is called upon to enforce such provisions and such court finds such provisions unenforceable as set forth herein, such provisions shall be deemed to be modified to the extent the court would find such provisions enforceable and the remaining provisions of this Agreement shall in such event continue to be binding and in full force and effect.
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Class Action Waiver. To the extent permitted by law, the Parties agree to resolve disputes individually and not as part of a class or representative action. No arbitrator or court may consolidate multiple claims or oversee class proceedings unless both Parties agree.
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Interpretation, Headings & Opportunity to Review. Notwithstanding any rules of construction to the contrary, no terms, provisions or conditions of this Agreement shall be construed against NTU by virtue of its drafting or preparing this instrument. Headings in this Agreement are for convenience only and do not affect interpretation. Each Party confirms they have had the opportunity to review this Agreement with independent legal counsel and fully understand this Agreement, without relying on any external representations or promises not contained herein.
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Notices. All notices or other communications required or permitted under this Agreement shall be in writing and are deemed effective (i) upon personal, in-hand delivery, or (ii) when sent by email or by USPS or another internationally recognized courier with a reliable delivery tracking system, addressed as follows: if to NTU, then to New Three Inc.; and if to Applicant, then to the name, address, telephone number, and email indicated on the signature page. Either Party may designate a different address for notices by giving written notice of the new address to the other Party in accordance with this Section.
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Entire Agreement, Modification & Reliance. The recitals set forth above are incorporated herein and made a part of this Agreement. This Agreement and attached Schedule A; Terms of Sale, Terms of Use & Conditions, Terms of Participation and Privacy Policy constitute the entire agreement of the Parties concerning its subject matter, superseding all prior or contemporaneous agreements or understandings between the Parties pertaining, to the subject matter hereof. The Parties acknowledge that there are no promises, representations, or agreements other than those contained in this Agreement. This Agreement cannot be modified, altered, or amended except by a written agreement signed by both Parties.
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Binding Effect, Assignment & Survival. This Agreement shall be binding not only on the Parties hereto, but also on their heirs, executors, administrators, successors, and assigns. Applicant may not assign this Agreement or any of its rights without the prior written consent of NTU. The following provisions of this Agreement shall survive the expiration or earlier termination of this Agreement: (a) Sections 2, 4, 5, 6, 8, 9, and 10; and (b) the provisions hereof which, by their express terms, contemplate surviving beyond termination of this Agreement.
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Severability & Non-Waiver. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue to be valid and enforceable. If any provision can be limited to make it enforceable, it will be thus limited and enforced. The failure of either Party to enforce any provision does not waive that Party’s right to do so later.
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Counterparts & Electronic Transmission. This Agreement may be executed in counterparts, which may be delivered by facsimile or electronic transmission, all of which taken together shall be deemed one (1) original.
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