TATLife® recognizes that in order to develop a long-term and mutually rewarding relationship with those individuals who have: (1) successfully completed the required training in TATLife’s Certification Program in Tapas Acupressure Technique® (“TAT®”), a healing modality created and developed by Tapas Fleming; (2) successfully completed the training required by TATLife to become a TAT trainer and; (3) who have applied for and been accepted by TATLife as a certified trainer of TAT (“TAT Trainer”), everyone must acknowledge and respect the true partnership nature of the relationship, not in legal structure or terms, but in spirit and essence.
In the spirit of mutual respect and partnership, TATLife commits to: (1) providing and maintaining professional standards for the practice and teaching of TAT; (2) providing courteous services to TAT Trainers; (3) providing the highest quality products and services, at fair and reasonable prices; (4) providing initial training and continuing training in TAT; and (5) supporting and protecting the integrity of TAT.
In return, TATLife expects that TAT Trainers will: (1) conduct themselves in an honest, courteous, and ethical manner; (2) present TATLife and TAT products and services in an accurate and professional manner; (3) not make healing and curing claims or statements; and (4) support and protect the integrity of TAT.
Now therefore, the parties agree to the following terms and conditions:
1. Rights Granted
TATLife hereby grants to __________________________________ certification as a TAT Trainer (“Trainer”). Such certification grants Trainer, a non-exclusive right upon the terms and conditions contained herein and in TATLife’s Certification Program, policies and procedures and other documentation, to teach TAT workshops, to identify her/himself as a TAT Trainer and to use such identification in Trainer’s business, to purchase TATLife products and services, to participate in continuing education and training opportunities and to be listed on TATLife’s website as a certified TAT Trainer. In consideration of the foregoing, Trainer agrees to provide TATLife with the name, address, and other contact information for each student that enrolls in a TAT class conducted by Trainer and to pay TATLife a fee for each student, the amount of which to be solely determined by TATLife. The contact information for each student and the fee required shall be received by TATLife from Trainer within ten (10) business days after completion of the applicable TAT class taught by Trainer.
2. Independent Business Relationship
The parties agree and understand that Trainer is an independent contractor. This Agreement between TATLife and Trainer does not create an employee/employer relationship, agency, partnership, or joint venture between TATLife and Trainer. Trainer has no authority (expressed or implied) to bind TATLife to any obligation.
3. Compliance
Trainer agrees to abide by and comply with TAT Standards of Practice, Scope of Practice, and Ethical Guidelines and any other documentation applicable to Trainer when training students in TAT and/or when using TAT in Trainer’s business or in any other therapeutic applications. As part of the foregoing, Trainer agrees to seek supervision with a TAT consultant approved by TATLife; the specifics of such supervision shall be designated by TATLife. In addition, Trainer agrees to stay current by paying the required TATLife membership fee and to and take additional training or continuing education courses, as set forth solely by TATLife, in order to maintain certification as a TAT Trainer. If Trainer does not comply with the foregoing, TATLife shall have the option, in its sole discretion, to invoke disciplinary sanctions, as set forth in Paragraph 12 below, including but not limited to suspending or revoking Trainer’s certification as a TAT Trainer.
4. Indemnification
Trainer is fully responsible for all of her/his verbal and written statements and representations made to any individual or entity regarding TATLife and TAT, including but not limited to TatLife and TAT products and services, and the marketing thereof. Trainer shall indemnify TATLife and hold TATLife’s owner, employees, independent contractors, consultants, and agents harmless from any and all liability including judgments, civil penalties, refunds, attorneys’ fees, court costs, and/or lost business incurred by TATLife as a result of Trainer’s representations or actions. The foregoing indemnification shall survive and remain in effect following the termination of this Agreement.
5. TATLife Products and Ancillary Materials
Trainer agrees to purchase all TAT products and ancillary materials directly from TATLife. In addition, Trainer shall purchase from TATLife and provide each student enrolled in a TAT class conducted by Trainer the book You Can Heal Now by Tapas Fleming and/or the Professionals Manual, as appropriate. Trainer shall not produce, promote, duplicate or use materials of any kind that include TATLife’s names, designs, symbols, programs, products, trademarks, or copyrighted, or otherwise protected materials, including written, audio, and video materials, without prior written approval from TATLife. All material supplied or created by TATLife must be used in their original form and cannot be changed, amended, or altered without prior written approval by TATLife.
6. Internet/Websites
Trainer may not use or attempt to register TATLife’s name, or any derivative thereof, trademarks, service names, service marks, product names, advertising phrases, or words, phrases, and/or brand names associated with TATLife, including but not limited to, TAT and Tapas Acupressure Technique and/or phrases or headlines that TATLife may consider to be proprietary or necessary for business now or in the future for any Internet domain name (URL), third party website, web page or electronic mail address unless Trainer enters into a specific, written license agreement with TATLife.
7. Laws and Regulations
Trainer shall comply with all federal, state, and local laws and regulations in the conduct of Trainer’s business. If Trainer is a licensed health care provider, Trainer shall comply with all rules and regulations applicable to his/her licensure. If Trainer does not comply with the foregoing, TATLife shall have the option, in its sole discretion to invoke disciplinary sanctions as set forth in Paragraph 12 below, including but not limited to suspending or revoking Trainer’s certification as a TAT Trainer.
8. Trademarks
The names TATLife, Tapas Acupressure Technique, TAT and other names as may be adopted by TATLife are proprietary trade names, trademarks, and service marks of Tapas Fleming. As such, these marks are of great value and the use of them on any item not produced by TATLife is prohibited. Notwithstanding the foregoing, Trainer may include in any materials produced by Trainer that Trainer is a certified TAT Trainer, provided, however, that on any and all such materials produced by Trainer, the following statement shall appear “Tapas Acupressure Technique and TAT are registered trademarks of Tapas Fleming being used with permission.”
9. Copyrights
The parties acknowledge that TATLife owns all right, title, and interest in and to all materials produced by TATLife and the copyrights therein. Trainer agrees to safeguard and promote the good reputation of TATLife, TAT, and it products and services. Trainer agrees that the marketing and promotion of TATLife, TAT products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical, or immoral conduct or practices.
10. Voluntary Termination
Trainer may voluntarily terminate this Agreement and resign her/his identification as a certified TAT Trainer by providing TATLife with written notice of Trainer’s intent to terminate this Agreement. TATLife may voluntarily terminate this Agreement and cease operating TATLife’s Certification Program by providing Trainer with written notice of TATLife’s intent to terminate this Agreement and cease operating TATLife’s Certification Program. In the event Trainer voluntarily terminates this Agreement or in the event TATLife voluntarily terminates this Agreement and ceases operating TATLife’s Certification Program, then Trainer will remove and discontinue the use of, and thereafter will not use the names, marks, or any signs, labels, stationery, advertising, or any material referring to or relating to any TATLife products or service. In addition, Trainer, as a former TAT Trainer, shall not hold her/himself out as a TAT Trainer.
11. Involuntary Termination
Trainer’s violation of any terms of this Agreement, including any amendments or policies and procedures adopted by TATLife, in its sole discretion, may result in sanctions such as those described in paragraph 12 below, up to and including the involuntary termination of this Agreement and the revocation of Trainer’s certification as a TAT Trainer.
In the event of an involuntary termination, TATLife will notify Trainer in writing at the address last known of TATLife’s intent to terminate this Agreement and the reasons therefore. Trainer shall have a period of ten (10) days as of the date of the written notification to respond in writing to the allegations or claims constituting cause for termination as set forth in the notice. TATLife will have thirty (30) days from the date of its receipt of Trainer’s response to render a final decision as to the issue of termination.
In the event a final decision is made by TATLife to terminate this Agreement, TATLife shall inform Trainer in writing that this Agreement is terminated and that the certification of Trainer as a TAT Trainer is revoked, as of the date of the written notification. Trainer shall have fifteen (15) days from the date of mailing of the notification in which to appeal the termination in writing. If the written appeal is not received within this time period, the termination shall be final. In said event, the former Trainer agrees to immediately cease conducting any TAT trainings and cease representing him/herself as a TAT Trainer.
If Trainer files a timely appeal of termination, TATLife will review and reconsider the termination, consider any other appropriate action, and notify Trainer of its decision within thirty (30) days of receiving Trainer’s written appeal. The decision of TATLife will then be final and not subject to further review. In the event the termination is not rescinded, the termination will be effective as of the date of TATLife’s original termination notice.
Immediately upon termination of this Agreement, Trainer, as a former TAT Trainer, will remove and discontinue the use of, and thereafter will not use the names, marks, or any signs, labels, stationery, advertising, or any material referring to or relating to any TATLife products or service. In addition, Trainer, as a former TAT Trainer, shall not conduct any TAT trainings or hold her/himself out as a TAT Trainer.
12. Disciplinary Sanctions
It is the spirit of TATLife that integrity and fairness pervade among its TAT Trainers, thereby providing everyone with the equal opportunity to build a successful business. In this light, TATLife reserves the right to impose disciplinary sanctions at any time for cause when it is determined that Trainer has violated the provisions of this Agreement. This includes violations of TAT standards of practice, code of ethics, certification requirements, policies and procedures, the provisions of applicable laws and standards of fair dealing; having committed any unfair or deceptive trade practices; or performed in any unfair or unethical manner or violated any federal, state, or local law. Disciplinary action may include one or more of the following:
a. Issuance of a written warning or admonition;
b. Requiring Trainer to take immediate corrective action;
c. Suspension of this Agreement and Trainer’s right to teach TAT workshops and to be identified as a TAT Trainer;
d. Involuntary termination of this Agreement and revocation of Trainer’s right to teach TAT workshops and to be identified as a TAT Trainer;
e. Any other measures expressly allowed within any provision of this Agreement or which TATLife deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by Trainer’s policy violations or contractual breach;
f. In situations deemed appropriate by TATLife, TATLife may institute legal proceeding for monetary and/or equitable relief.
13. Notice
All notices required hereunder shall be in writing and shall be given either by personal delivery, facsimile, recognized delivery service or by registered or certified mail, and shall be deemed given hereunder on the date delivered, faxed or a date forty-eight (48) hours after the date mailed if mailed in the United States, and five (5) business days if mailed outside of the United States, except notice of change of address which shall be effective only upon actual receipt thereof. Notices shall be sent to the address as set forth below, or any other address designated by Trainer. Notices to TATLife shall be sent to PMB 7000-379, Redondo Beach, CA 90277, or any other address designated by TATLife.
14. Assignment
This Agreement may not be assigned by Trainer, in whole or part. TATLife may assign this Agreement and any of its rights hereunder or delegate any of its obligations hereunder, in whole or in part, to any subsidiary, affiliated, controlling or other related company.
15. Miscellaneous
This Agreement sets forth the sole and entire understanding of the parties hereto relating to the subject matter hereof. This Agreement shall be governed and construed under the laws of the State of California applicable to agreements wholly performed therein. This Agreement may not be amended except in writing signed by both parties. No waiver by any party of any right under this Agreement will be construed as a waiver of any other right. If a court finds any provision of this Agreement is invalid or unenforceable as applied to any circumstance, then the remainder of this Agreement will be interpreted to best carry out the intent of the parties. The provisions of this Agreement are binding on the successors and assigns of the parties. In the event of any action, suit, or proceeding arising from or based upon this Agreement, the prevailing party shall be entitled to attorney fees.
