Non-Exclusive Copyright License Terms & Conditions

1. GRANT OF LICENSE. Lisa Michelle Jarvis, aka The Natural Blonde (the "Licensor"), owns the copyright and all other related rights for the course handouts for the class entitled How to Balance Your Chakras with Essential Oils in an 8.5” x 11” digital PDF format (the “Authored Work”). See Exhibit A for a detailed list of documents included in the Authored Work. In accordance with this Agreement, Licensor grants Licensee a non-exclusive license to use the Authored Work to teach and educate its wellness clients. Licensor retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.

2. PAYMENT. Licensee shall pay Licensor a one-time license fee as good and valuable consideration for the non-exclusive license to use the Authored Work to teach classes and educate Licensee’s wellness clients.

3. LICENSE LIMITATIONS. This Agreement grants Licensee the non-exclusive license to use the Authored Work to teach classes and educate Licensee’s wellness clients. This Agreement does not grant Licensee the right to sell the Authored Work to any other party.

4. LICENSE IS NON-TRANSFERABLE. This License is not transferable to any other party, including but not limited to other members of the Licensee’s doTERRA downline or team members. Any other party must purchase their own non-exclusive license to use the Authored Work.

5. MODIFICATIONS. Unless the prior written approval of the Licensor is obtained, Licensee may not modify or change the Authored Work in any manner.

6. DEFAULTS. If Licensee fails to abide by the obligations of these Terms & Conditions including the obligation to not share the Authored Work with other parties for use in business, courses, and education without a copyright license, Licensor shall have the option to cancel Licensee's right to use the course handouts or to teach the course by providing 30 days written notice to Licensee. Upon termination of the license, Licensee will no longer have a license to use the Authored Work and will be responsible for any and all damages as a result of any breach of this Agreement. Licensee shall have the option of preventing termination of this Agreement by taking corrective action that cures the default if such corrective action is taken prior to the end of the time period stated in this paragraph above, and if there are no other defaults during such time period.

7. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to Licensor, whether or not owned or developed by Licensor, which is not generally known other than by Licensor, and which Licensee may obtain through any direct or indirect contact with Licensor. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Licensor concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structures, discounts, computer programs, and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

a. “Confidential Information” does not include:

· matters of public knowledge that result from disclosure by the Licensor;

· information rightfully received by Licensee from a third party without a duty of confidentiality;

· information independently developed by Licensee

· information disclosed by operation of law;

· information disclosed by the Licensee with the prior written consent of the Licensor;

· any other information that both Parties agree in writing is not confidential.

8. PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the Confidential Information has been developed or obtained by Licensor through the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Licensor which provides the Licensor with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by Licensee of any Confidential Information, Licensee agrees as follows:

a. No Disclosure. Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Licensor.

b. No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior written consent of the Licensor.

c. Unauthorized Use. Licensee will promptly advise Licensor if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

d. Application to Employees. Licensee shall not disclose any Confidential Information to any employees of Licensee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee for whom Confidential Information is disclosed shall agree to the same terms of non-disclosure as agreed to by the Licensee herein.

9. ARBITRATION. The Parties will attempt to resolve any dispute arising out of or relating to these Terms and Conditions through friendly negotiations amongst the Parties. If the matter is not resolved within 30 days, the Parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to these Terms and Conditions will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

10. WARRANTIES. Neither party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other party or by any third party, and Licensee accepts the Authored Work “AS IS”. In no event will Licensor be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

11. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the Effective Date, Licensee grants back to Licensor a non-exclusive royalty-free license to use the Authored Work as the Licensor sees fit, including for the creation of derivative works; provided however, this license shall not limit Licensee’s rights and public rights under this License.

12. TRANSFER OF RIGHTS. These Terms and Conditions shall be binding on any successors of the Parties. Neither Party shall have the right to assign its interests in these Terms and Conditions to any other Party unless the prior written consent of the other Party is obtained.

13. SEVERABILITY. If any provision of these Terms and Conditions shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of these Terms and Conditions is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

14. WAIVER OF CONTRACTUAL RIGHT. The failure of either Party to enforce any provision of these Terms and Conditions shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of these Terms and Conditions.

15. APPLICABLE LAW. These Terms and Conditions shall be governed by the laws of the State of Tennessee.

EXHIBIT A

The Authored Work includes the following documents as well as any edits, addendums, or amendments to the Authored Work provided by Licensor to Licensee.

Introduction (1 page)
Disclaimers (1 page)
Understanding Your Chakras (1 page)
Essential Oils for Balance (1 page
Your Balance Scorecard (1 page)
Signs of Imbalanced Chakras (2 pages)
Start with Grounding Your Energy (1 page)
Colors & Gratitude (1 page)
Balancing the Chakras (1 page)
3 Ways to Protect Balance (1 page)
3 Types of People (1 page)
Chakra Balancing Order Form (1 page)
Loyalty Rewards (1 page)
Ditch & Switch Guide (11 pages)
Meditation Script (4 pages)