1 GIANT MIND MEDITATION TEACHER TRAINING AGREEMENT
This meditation training agreement (the “Agreement”) is made and entered into as of the Effective Date (as defined below), by and between 1 Giant Mind, LLC, a Delaware corporation with its principal place of business at 2140 South Dupont Highway, Camden, Delaware 19934 (“1 Giant Mind”); and you (herein referred to as “Student” or “You” or “Your”). Each of 1 Giant Mind and Student is a “Party” and together, the “Parties.”
1 Giant Mind’s mission is to teach the world to meditate through the highest quality in teaching and embodied leadership. We strive to create a program where integrity, commitment, leadership and an ongoing pursuit of mastery are always at the forefront.
1 Giant Mind's Teacher Training Program is a meditation teacher training program that provides enrolled students with expert training in the field of teaching meditation (herein referred to as “Training Program”). This immersive program combines online learning with live webinars led by expert meditation teacher, Jonni Pollard.
The Training Program is designed to give students a comprehensive overview and understanding of meditation, how it works, how the mind works, the mechanics of stress, and how to teach others how to learn meditation in an in-person teaching environment.
Referred to as the 1 Giant Mind Being Meditation technique, this program outlines a very specific and proven method for teaching this meditation technique. The teaching method is based on many years of teaching experience and from extensive research that has been conducted over time from users of the 1 Giant Mind Learn Meditation app.
WHEREAS, Student desires to enroll in the 1 Giant Mind's Teacher Training Program, and 1 Giant Mind accepts such enrollment pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Student and 1 Giant Mind agree as follows:
a. “1 Giant Mind IP” means 1 Giant Mind’s trade name, trademarks or any other service marks owned or controlled by 1 Giant Mind, its taglines, copyrighted content, including without limitation, its training materials and course curriculum, logos, all intellectual property rights in 1 Giant Mind’s websites, including the copyrights and goodwill therein, and any content developed by 1 Giant Mind, including its programming, webinars, video conference calls, or included on any websites controlled or affiliated with 1 Giant Mind.
b. “Certification” or “Certified” means Students successful completion of the 16 unit online Training Program, participation in its associated live video conference calls, then Student will be required to participate in a final live evaluation video conference call to determine Student’s eligibility for final certification. In order to ensure the highest quality of teachers, 1 Giant Mind’s Certification requires ongoing education, advance training, subject matter mastery, practical experience through regular practice and volunteerism and teacher’s adherence to the 1 Giant Mind Values and Code of Conduct attached hereto as Exhibit A and incorporated herein by reference.
c. “Effective Date” is the date that Student completes the Student Application, agrees to these terms and conditions, and electronically submits to 1 Giant Mind.
d. “Student Year” is the one (1) year period that starts as of the Effective Date.
2. GRANT OF LICENSE AND RESTRICTIONS.
a. Subject to the terms and conditions of this Agreement, 1 Giant Mind grants to Student, and Student accepts, a limited, revocable, nonexclusive, non-transferable, non-assignable, and non-delegable license to use the 1 Giant Mind training methods and training materials solely for the express purpose granted in this Agreement.
b. The Student shall not refer to itself as “Certified” unless so Certified (as further defined in this Agreement), and has complied with all other requirements to maintain such Certification, as further defined in this Agreement.
c. Student shall not use the 1 Giant Mind IP in any manner, including, but not limited to, sharing, copying, selling, or distributing, in any form or manner, the training materials or course curriculum, without the prior express written consent of 1 Giant Mind.
3. NATURE OF RELATIONSHIP. The Parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement. Except as provided for in this Agreement, neither Party shall have any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or the power to bind the other Party in any respect whatsoever.
4. TERM, TERMINATION, AND RENEWAL.
a. Term. The term of this Agreement will begin on the Effective Date and continue for a one (1) year period (the “Student Year”), unless terminated earlier in accordance with the provisions of this Agreement.
b. Termination. 1 Giant Mind may terminate this Agreement immediately after written notice to Student if Student: (i) fails to perform any of its obligations or covenants under this Agreement or breaches any of its obligations to 1 Giant Mind; (ii) publicly, or in a manner reasonably likely to become public, denounces, slanders, defames or denigrates 1 Giant Mind or any of its officers, principals and agents, through oral or visual means or in writing (including through digital or electronic means or methods such as social media); (iii) modifies 1 Giant Mind meditation techniques and refers to any such modified methods as a 1 Giant Mind meditation technique; (iv) engages or persists in conduct that would reflect unfavorably upon 1 Giant Mind, its training programs, or upon the operation and reputation of 1 Giant Mind’s business, including, without limitation, a felony or any other criminal act, conduct or misconduct that would raise a substantial question about the Student’s fitness or ability to train others; or (v) uses 1 Giant Mind’s name or utilizes the 1 Giant Mind IP in any manner without the prior, express written consent of 1 Giant Mind.
c. Certification Renewal. If Student graduates from the Level 1 Teacher Training Program within the Student Year, Student will automatically be eligible for Certification and may confirm their certification by entering into a certification agreement with 1 Giant Mind (the “Certification Agreement”). The Certification Agreement shall have a one (1) year term which may be renewed on an annual basis and which shall provide Student with continued Certification by 1 Giant Mind (each an “Annual Period”), provided that Student pays to 1 Giant Mind its renewal fee and satisfies the following requirements: (i) views and attends the full duration of a minimum of six (6) 1 Giant Mind training webinars, video conference calls; (ii) completes and submits to 1 Giant Mind a renewal certification application that includes, among other things, Teacher’s affirmation that Teacher has held a minimum of six (6) 3-Day Learn Meditation in-person courses, be it group or private; (iii) engages in no less than five (5) hours of volunteer time as a meditation teacher in connection with a minimum of one (1) course; and (iv) agrees to be subject to a criminal and/or financial background check. For avoidance of doubt, Certification shall expire after one (1) year, subject to Teacher’s renewal thereof. Teacher acknowledges and accepts that 1 Giant Mind reserves the right to modify its Certification requirements and renewal policy from time to time. If Teacher does not renew its Certification pursuant to this Section 4(c), this Agreement shall immediately terminate.
d. Effect of Termination. In the event of termination of this Agreement pursuant to Section 4(b) above, Student shall no longer have access to any member benefits, including, but not limited to, advanced training video conference calls, video conference access, teacher resource materials, additional online training and access to its teachers and program liaisons, and any other resources that are made available online or otherwise with authenticated credentials. Further, Student shall immediately discontinue all use of all training materials provided by 1 Giant Mind to Student hereunder. Student shall further remove and delete, as applicable, all of its use of the 1 Giant Mind IP, as well as return or destroy any tangible expressions thereof pursuant to instructions provided by 1 Giant Mind. Student shall also ensure that all third-party uses of the 1 Giant Mind IP in association with Student’s name or identity (including, without limitation, on social media, a webpage or any other platform or location), are permanently deleted and removed.
5. TRAINING FEES. Unless otherwise stated, all fees are quoted in U.S. Dollars. Student is responsible for paying all fees and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid training program. If Student’s payment method fails or Student’s account is past due, 1 Giant Mind may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and 1 Giant Mind reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services. In the event Student fails to pay to 1 Giant Mind the Training Program fees as described hereunder, 1 Giant Mind may immediately terminate this Agreement and deactivate Student’s account and access to the online Training Program and/or any other Student offerings that only Students in good standing have access to.
6. TRAINING PROGRAM POLICIES
- Training Program Duration
Student must complete the Training Program within the Student Year. 1 Giant Mind currently offers Training Programs every month and each online Training Program takes approximately 12-13 weeks (the “Training Period”) to complete. In the event Student does not complete or graduate within the Training Period, Student may retake the Training Program at the next available Training Program start date, provided that such is completed and the Student is Certified prior to the end of the Student Year. Requests to change Program Start dates must be made in writing.
b. Certification Not Granted
In the event Student does not complete, graduate or obtain certification within the Student Year, Student may petition 1 Giant Mind to retake the Training Program after the expiration of the Student Year. Petitions must be submitted to 1 Giant Mind through its formal petition process and must be made no later than thirty (30) days prior to the expiration of the Student Year. All such petitions are reviewed by 1 Giant Mind’s petition committee on a case-by-case basis. The decisions of the petition committee are final.
b. Issues or Complaints
Student acknowledges and agrees that Student shall report any issues or complaints to 1 Giant Mind no later than seven (7) days in connection with: (i) problem Student’s has accessing or using the Training Program or any materials therefrom; (ii) any other issues or concerns Student has about the Training Program; or (iii) any other issue or concern Student has with the Training Program or any available materials provided to Student. Student’s failure to timely report an issue or concern shall be deemed a waiver by Student of such matter or concern.
7. EDUCATIONAL PURPOSES ONLY / NO MEDICAL ADVICE. Student acknowledges and agrees that 1 Giant Mind and/or its affiliated partners, websites, media channels and/or personnel do not provide medical or legal advice. The information provided under the Training Program, and under this Agreement (collectively, the “Information”), is solely for educational purposes. Any use of the Information, receipt of Information, or the transmission of Information does not constitute a physician-patient or attorney-client relationship. The 1 Giant Mind meditation training and the Information is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of Student’s physician or other qualified health provider with any questions Student may have regarding a medical condition. Never disregard professional medical advice or delay seeking it because of something Student has read in the Information. The Information has been carefully reviewed and researched by 1 Giant Mind, however, it is not intended to provide or replace medical advice, nor should it be used to diagnose, treat, cure or prevent disease. The information and opinions expressed within 1 Giant Mind’s website and other provided materials should not be interpreted as medical recommendations of any kind. 1 Giant Mind’s training or advice is not sponsored, endorsed, approved or recommended by any health care professionals or governmental authorities.
8. NO GUARANTEE OR REPRESENTATION. Student acknowledges and agrees that 1 Giant Mind makes no guarantee or representation whatsoever in connection with: (i) any success at passing any training program provided hereunder; (ii) certification of any training program provided hereunder; (iii) any certification to any training program under taken by Student hereunder, including without limitation even in the event that Student passes any or all levels of any specific training program; (iv) any future employment or the ability to utilize the Training Program or any materials therefrom to generate any level of income; or (v) the success of 1 Giant Mind meditation techniques for any of Student’s customers, clients or students..
9. OWNERSHIP, RESTRICTIONS & COPYRIGHT.
a. Restrictions. Student acknowledges and agrees that 1 Giant Mind does not grant to Student, and Student will never use the 1 Giant Mind IP, or any 1 Giant Mind materials in any manner that may appear or imply that Student is affiliated or is a franchise partner of 1 Giant Mind, including, but not limited to, using 1 Giant Mind’s name, or portion thereof, or utilize any portion of the 1 Giant Mind IP in Student’s tradename, name of business, marketing materials, advertisements, or to lease or purchase any property in 1 Giant Mind’s name or in a name that appears or imply that 1 Giant Mind is the lessee or owner of such property. For purposes of clarification, nothing contained in the Agreement precludes Student from practicing, teaching, or promoting any other meditation “brand” or technique or implies that Student is required to solely teach the 1 Giant Mind meditation techniques. Notwithstanding the foregoing, Student acknowledges and agrees that Student will not modify or combine the 1 Giant Mind meditation techniques with any other meditation technique and refer to any such modified method as the 1 Giant Mind meditation technique.
b. 1 Giant Mind IP. This Agreement does not grant Student any rights in 1 Giant Mind IP nor any applicable right, title and interest to any materials provided to Student as part of the Training Program, Certification or Certification renewal, or any materials available on 1 Giant Mind’s websites (collectively the “1 Giant Mind Materials”), which shall at all times be and remain in the sole ownership of 1 Giant Mind. If, by operation of law, there are any rights in the 1 Giant Mind Materials that do not accrue to 1 Giant Mind under the preceding sentence, then Student shall assign to 1 Giant Mind any and all worldwide perpetual rights, including, without limitation, all copyrights and all other intellectual property rights, in and to all 1 Giant Mind Materials . Student further agrees that it shall take, at Student’s expense, any and all such other actions reasonably deemed appropriate by Student in furtherance of such assignment. All applicable right, title and interest to any third party materials or elements included on the 1 Giant Mind’s websites (collectively, the “Third Party Elements”), including the copyrights and goodwill therein, will at all times be and remain with 1 Giant Mind or the owner of the Third Party Elements, as applicable, and Student will not acquire any right, title or interest whatsoever therein as a result of Student’s use of the Third Party Elements through this Agreement. Student further agrees that it will not apply for or seek to obtain trademark, copyright, domain name, patents, or any other intellectual property right in any of the 1 Giant Mind IP, 1 Giant Mind Materials or the Third Party Elements. Student will not modify the graphic image or text of any 1 Giant Mind IP or the 1 Giant Mind Materials, in any way, or otherwise harm, misuse or bring into disrepute any of the 1 Giant Mind IP, the 1 Giant Mind Materials or the reputation of 1 Giant Mind IP, 1 Giant Mind or any affiliated entities.
10. CONFIDENTIALITY. During the term of this Agreement, Student may acquire certain confidential information with respect to 1 Giant Mind, 1 Giant Mind IP or the Training Program. As a condition of 1 Giant Mind’s release of confidential information to Student, Student agrees as follows:
a. Confidential Information. As used in this Agreement, the term “Confidential Information” shall include any and all proprietary information or materials Student may receive in connection with the Training Program, Certification or Certification renewal, including but not limited to: (i) information concerning 1 Giant Mind’s techniques, processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development, test results, specifications, data, know-how, formats, marketing plans and programs, business plans, strategies, and customer and supplier identities; (ii) the terms and conditions of this Agreement; and (iii) any other information regarding agreements between 1 Giant Mind and third parties. Confidential Information shall not include, (A) information , that is known to Student prior to obtaining the same from 1 Giant Mind or independently developed by Student, upon a showing by Student of proof of prior knowledge or independent development; and (B) information in the public domain at the time of disclosure other than as a result of Student’s disclosure, disclosure by any agents of Student or by any other persons to whom Student has disclosed such information in violation of this Agreement.
b. Restrictions On Disclosure. Student shall hold all Confidential Information in trust and confidence on behalf of 1 Giant Mind. Student will not disclose, permit access to or authorize or permit any other person or entity to disclose or permit access to any other person or entity of all or any part of the Confidential Information without the prior written consent of 1 Giant Mind. In addition, Student will use the Confidential Information only for the purposes described in this Agreement, and not in any other manner or for any other reason, including any manner or reason that may be detrimental to 1 Giant Mind or any of its affiliated entities. Student shall take such action, legal or otherwise, to the extent necessary to ensure that only those persons who, pursuant to this Agreement, would be permitted access to the Confidential Information are able to obtain such access.
c. Exemptions From Restrictions On Disclosure. Student may disclose the Confidential Information to comply with applicable law or an administrative or court order; provided, however, that in each such instance Student shall notify 1 Giant Mind in writing prior to such disclosure and shall use Student’s best efforts to seek confidential treatment of the Confidential Information. Student may also disclose the Confidential Information to Student’s bankers, attorneys, accountants, directors, employees, and other agents (collectively, “Agents”) on a “need to know” basis; provided, however, that such Agents, prior to any disclosure, sign a non-disclosure agreement, with a copy of this Agreement attached, and with a statement signifying that such Agents agree to be bound by the terms of this Agreement. Student will be responsible and fully liable for any breach of this Agreement by such Agents.
d. Survival. This section shall survive termination of this Agreement.
11. DAMAGES AND ATTORNEYS’ FEES. Student acknowledges and agrees that any breach of this Agreement and/or use of the 1 Giant Mind IP without the prior, express written consent of 1 Giant Mind may constitute trademark infringement, copyright infringement, unfair competition, and/or false advertising, among other violations. 1 Giant Mind reserves all rights to pursue all claims, damages and relief against Student related to Student’s breach of this Agreement, including Student’s failure to perform any of the obligations or covenants under this Agreement. Student shall voluntarily cease and desist from all activity giving rise to a breach of this Agreement upon a finding by a court of law or in equity that it is in breach of this Agreement. Student further acknowledges and understands that Sections 2, 6, 8 and 9 of this Agreement are of a special and unique nature, the breach of which would cause 1 Giant Mind irreparable injury, and cannot adequately be compensated for in damages by an action at law. In the event of a breach or threatened breach by Student of any such provision, 1 Giant Mind may seek an injunction restraining Student from such actual or threatened breach, and shall not be required to post a bond. Nothing contained herein shall be construed as prohibiting 1 Giant Mind from pursuing any other remedies (including, but not limited to, an action for damages) available for any actual or threatened breach of this Agreement, and the pursuit of any injunction or any other remedy shall not be deemed an exclusive election of such remedy. The prevailing Party in a dispute arising under this Agreement shall be entitled to recovery of reasonable attorneys’ fees and other costs of suit if the prevailing Party obtains injunctive relief.
12. REPRESENTATIONS, WARRANTIES AND COVENANTS. Student represents and warrants that: (i) it has the power and authority to enter into this Agreement and to perform fully its obligations under this Agreement; (ii) is under no contractual or other legal obligation that might interfere in any way with Student’s prompt and complete performance under this Agreement; and (iii) this Agreement constitutes the legal, valid and binding obligation of Student, enforceable against Student in accordance with its terms. Additionally, in the event that Student, upon Certification elects to teach any 1 Giant Mind meditation techniques, Student shall: (A) adhere to all applicable laws, ordinances, codes and regulations in the jurisdiction that Student operates its training; and (B) secure and maintain for a period no less than one (1) year following the term of this Agreement, all applicable insurance coverage to a minimum limit of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. All such insurance must be issued by reputable insurers rated A or better by A.M. Best and Co. Upon request by 1 Giant Mind, Student will provide to 1 Giant Mind a certificate of insurance evidencing the foregoing, adding 1 Giant Mind, LLC, its parent and affiliated companies, and all of their respective officers, directors, agents, and employees as additional insureds on the policy. All policies of insurance shall be on a primary basis, non-contributory with other insurance coverage and/or self-insurance, including a waiver of subrogation clause. Further, Student shall renew such insurance policy during the term described above and shall not cancel or materially change or alter the policy without thirty (30) days prior written notice to 1 Giant Mind via certified mail. The limits of coverage, as mutually agreed among the Parties, will not be construed as a limitation of any potential liability, and failure to request evidence of this insurance will in no way be construed as a waiver of Student’s obligation to provide the agreed insurance coverage.
13. INDEMNIFICATION. Student agree to indemnify, defend, and hold harmless 1 Giant Mind and its subsidiaries and affiliated entities, and each of their respective officers, affiliates, directors, agents and employees (each, a “1 Giant Mind Party”) from and against any and all actions, claims, liabilities, judgments, settlements, losses, damages, expenses and costs (including court costs and attorneys’ fees), brought against any 1 Giant Mind Party that arises from or is related to: (i) Student’s breach of any of its obligations described herein; (ii) infringement or misappropriation by Student of any intellectual property, personal or proprietary right of 1 Giant Mind, or any third party; (iii) property damage, personal injury, or death based on Student’s negligent, reckless, or willful acts or omissions; or (iv) any other actions, claims, liabilities, losses, damages, expenses and costs related to Student’s relationship with 1 Giant Mind, regardless of whether arising from Student’s exercise of their rights relating to this Agreement (each, a “Claim,” and collectively, “Claims”). Student shall promptly give written notice to the applicable 1 Giant Mind Party of any third-party notice, demand or allegation of or relating to such Claims, including any written documents related thereto. Student’s failure to give such written notice shall not result in a breach of this Agreement except to the extent (and only to the extent) that such failure results in material prejudice to any 1 Giant Mind Party. The applicable 1 Giant Mind Party shall control the complete defense and have the ability to select counsel of its own choosing. Student may participate in any such defense at its own cost. Notwithstanding anything else to the contrary, before settling, compromising or otherwise extinguishing any such third-party Claim (whether or not suit or any other type of dispute resolution procedure has been commenced), the applicable 1 Giant Mind Party shall first obtain the written consent of Student, such consent not to be unreasonably withheld, if such settlement (A) is for or involves non-monetary consideration or non-monetary judicial relief or (B) involves, requires or implies Student’s admission of wrongful acts (whether civil or criminal). The applicable 1 Giant Mind Party shall not control such defense against third-party Claims to the extent that an insurance company controls the defense, in which case the 1 Giant Mind Party may participate in any such defense with the ability to select counsel of its own choosing at its own cost.
14. DISCLAIMER AND LIMITATION OF LIABILITY.
a. DISCLAIMER. THE TRAINING PROGRAM(S) AND ALL INCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. 1 GIANT MIND SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 1 GIANT MIND FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO STUDENT’S ACCESS (OR LACK THEREOF) OR USE OF THE TRAINING PROGRAM(S) OR ANY RELATED CONTENT. STUDENT ACKNOWLEDGES AND AGREES THAT ANY ACCESS TO OR USE OF SUCH CONTENT OR ANY OTHER PROVIDED SERVICES IS AT STUDENT’S OWN RISK.
b. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 1 GIANT MIND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (i) STUDENT’S ACCESS TO USE OF OR INABILITY TO ACCESS OR USE OF THE TRAINING PROGRAMS; (ii) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN 1 GIANT MIND, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; OR (iii) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF STUDENT’S CONTENT OR INFORMATION. In the event that 1 Giant Mind terminates or otherwise breaches this Agreement, 1 Giant Mind shall not be liable to Student (or any other third-party) for Student’s (or any other third-parties’) expenditures, investments, leases, commitments lost revenue, lost profits or lost data. IN NO EVENT SHALL 1 GIANT MIND'S AGGREGATE LIABILITY FOR ALL CLAIMS OF STUDENT AGAINST 1 GIANT MIND EXCEED AMOUNT OF THE MOST RECENTLY PAID ANNUAL FEE.
STUDENT ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN STUDENT AND 1 GIANT MIND, AND THAT THIS ALLOCATION OF RISK IS ESSENTIAL TO 1 GIANT MIND'S ABILITY TO MAKE THE TRAINING PROGRAMS AVAILABLE TO STUDENT ON AN ECONOMICALLY FEASIBLE BASIS.
STUDENT AGREES THAT ANY CAUSE OF ACTION RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. OTHERWISE, STUDENT HEREBY AGREES THAT SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. STUDENT FURTHER AGREES THAT ANY ACTION BETWEEN STUDENT AND 1 GIANT MIND SHALL BE ADJUDICATED ON ITS OWN MERITS WITHOUT INCLUSION OF ANY ACTION BY ANY OTHER PERSON OR ENTITY, AS A CLASS ACTION OR OTHERWISE. STUDENT WAIVES ANY RIGHT TO BRING A CLASS ACTION LAWSUIT AGAINST 1 GIANT MIND OR TO BE INCLUDED IN ANY CLASS IN AN ACTION AGAINST 1 GIANT MIND.
a. Notice. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be (i) delivered by hand, (ii) delivered by a nationally recognized commercial overnight delivery service, (iii) mailed postage prepaid by first class mail; or (iv) transmitted by e-mail or facsimile, in each case to an address and/or number specified by the receiving Party. Such notices shall be effective (A) in the case of hand deliveries when received, (B) in the case of an overnight delivery service, on the next business day after being placed in the possession of such delivery service, with delivery charges prepaid, (C) in the case of mail, five (5) days after deposit in the postal system, first class mail, postage prepaid and (D) in the case of e-mail and facsimile notices, when electronic confirmation of receipt is received by the sender. Information for notice to Student shall be as provided in Student’s signature block to this Agreement. 1 Giant Mind’s address for notice shall be at its principal place of business as indicated in the preamble to this Agreement. Any Party may change its address and number, as applicable, by written notice to the other given in accordance with this Section 14(a), or in the case of 1 Giant Mind, by publication on its website.
b. Amendments; Modifications. 1 Giant Mind reserves the right to cancel, interrupt or reschedule any training and modify any training content or the point value or weight of any exercise or other assessment. Student further understands and agrees that 1 Giant Mind may modify the terms of this Agreement with any changes to its Training Program and content. 1 Giant Mind shall notify Student of any modifications to this Agreement as soon as reasonably practicable following the determination of 1 Giant Mind that such modifications are necessary. 1 Giant Mind shall provide any modifications or amendments to this Agreement in writing to be signed by the authorized representatives of each Party.
c. No Academic Credit. Unless otherwise explicitly indicated by a credit-granting institution, participation in or completion of 1 Giant Mind training, Certification or Certification renewal does not confer any academic credit to Student. 1 Giant Mind has no obligation hereunder to have any training program recognized by any educational institution or accreditation organization.
d. Governing Law. Irrespective of the place of execution or performance, this Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Delaware, excluding choice of law principles of such state that would require the application of the laws of a jurisdiction other than Delaware. Any action or proceeding brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement shall be exclusively brought in Wilmington, Delaware. The Parties will not raise in connection therewith, and hereby waive, any defenses based upon the venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action, suit or proceeding to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement.
e. Entire Agreement. This Agreement, together with any attachments or exhibits referenced herein and the terms and conditions contained on the website of 1 Giant Mind (hereby incorporated into this Agreement by reference), contains the entire understanding of the Parties and supersedes all prior written or oral understandings relating to the Training Program or Certification. 1 Giant Mind shall provide notice to Student of any changes or modifications to the terms and conditions contained on its website; provided, however, that any failure to provide such notice shall have no effect whatsoever on the effectiveness of such changes or modifications. Exhibit A is attached hereto and incorporated into this Agreement.
f. Survival. The Parties acknowledge and agree that Sections 4, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive the termination of this Agreement.
g. Assignment. Student shall not assign this Agreement, voluntarily or otherwise, or any part hereof, to any person or third-party. Any assignment or attempted assignment in derogation of the foregoing shall be null and void. 1 Giant Mind may freely assign this Agreement, and this Agreement shall be binding upon 1 Giant Mind’s successors and assigns.
h. Waiver. The waiver by a Party of a breach of or default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. Further, any failure or delay on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder shall not operate as a waiver of any such right or remedy or preclude other or further exercise thereof or of any other right or remedy.
i. Severability. If any provision of this Agreement is held to be prohibited or invalid under applicable law by a court of competent jurisdiction, such provision will be modified or severed from this Agreement to the extent necessary to make such provision enforceable against such Party or in such circumstance. Neither the unenforceability of such provision nor the modification or severance of such provision will affect, (i) the enforceability of any other provision of this Agreement, or (ii) the enforceability of such provision against any Party or in any circumstance other than those against or in which such provision is found to be unenforceable.
j. No Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights or benefits upon any person other than the Parties hereto, and no other person or entity shall have any rights or remedies hereunder.
k. Adherence to the Terms. By accepting Certification, Student agrees to be bound by the terms and conditions of this Agreement.
l. Counterparts. This Agreement may be signed in counterparts, each of which will be deemed an original, and all such counterparts together constituting one and the same Agreement. Signatures to this Agreement may be delivered by facsimile or by other means of electronic transmission and will be binding upon the Parties.
m. Interpretation. The headings of paragraphs, sections and other subdivisions of this Agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify or construe this Agreement or any part or provision thereof or otherwise be given any legal effect.
This Exhibit A (“Exhibit A”) is made part of the Meditation Training Agreement (the “Agreement”), dated as of (the “Effective Date”), by and between Student and 1 Giant Mind.
1 Giant Mind Values & Code of Conduct
A. I am dedicated to a daily meditation practice and am committed to anchoring my attention in the present to meet the demands of life with my highest qualities of kindness, love, and wisdom.
B. I am dedicated to my personal wellbeing and being of service to the wellbeing of others.
C. I am patient and process oriented as I courageously explore my inner world and learn how to live that in the outside world.
D. I am compassionate and recognize that each of us is on a journey of learning and exploring what it means to be human.
E. I am committed to refining the quality of my attention, as I understand that the quality of my attention determines the quality of my relationship with myself, everyone in my life, and the world around me.
F. I support and encourage myself and those around me to face fear, step into the unknown, and innovate the best version of what we desire in our lives.
G. I am clear with my personal boundaries and respect others.
H. I am dedicated to empowering my students to become self-sufficient in order to progress without becoming dependent on my guidance for a moment longer than needed.
I. I accept that I am not the absolute solution to my student’s needs or problems, and I seek to collaborate with experts in a variety of different fields to provide my students with the most holistic support I can.
J. I seek to strengthen my community with these values and be an agent of deeper connection, shared growth, and belonging.
The 1 Giant Mind Code of Conduct ensures that You are always clear about Your responsibility as a student and possible teacher and how to continually nurture trust and safety among your students. This Code of Conduct is a set of obligations that you agree to as a student and possible teacher to uphold the highest standards of professionalism, and protect the integrity of the teacher-student relationship. You must respect the rights and dignity of all students and the trust placed in the teacher by the student. The following code emphasizes trust and safety as the basis for the teacher–student relationship. The word “student” includes anyone attending Your meditation classes, courses, and talks, be it as a group or in private.
1. Teacher – Student Relationship
1.1 Respect and Rights
1.1.1 Demonstrate respect to all students regardless of age, gender, ethnicity, physical and psychological limitation, political beliefs, sexual orientation or religious affiliation.
1.1.2 Respect the values, beliefs and aspirations of all meditation students.
1.2.1 Protect students’ privacy and right to confidentiality.
1.2.2 Treat all information about students as confidential.
1.2.3 Obtain consent from students before photographing, audio or video recording or permitting third Party observation of meditation sessions.
1.2.4 Request students’ permission before adding their names to mailing lists and be clear about the content of mailings. Respect also the students’ right to opt out of such mailing lists.
1.2.5 Be mindful of Your duty of care and report any concern You have for the safety and wellbeing of Your students to the relevant emergency support.
1.3 Effective Communication
You understand that relationships are based on trust and clear communication and this enables You to work effectively with Your students.
1.3.1 Communicate with students in a courteous, respectful, compassionate and honest manner.
1.3.2 Communicate respect for students through actions, language and behavior.
1.3.3 Listen to students’ needs, concerns, and preferences.
1.3.4 Communicate clearly about ways to practice meditation safely.
1.3.5. Avoid physical contact with students unless it is absolutely necessary. If necessary, seek permission before, and be respectful when, physically guiding a student.
1.3.6 Use constructive, positive language when commenting on students' practice that in no way disparage students.
You will maintain a safe, clean and comfortable environment for the teaching and practice of meditation.
1.4.2 Maintain safety procedures for any meditation equipment.
1.4.3 Support the safety of students in the teaching of meditation.
1.4.4 Adhere to relevant legislative requirements in your area surrounding care.
1.4.5 Maintain public liability and professional insurance requirements.
1.4.6 Ensure You or someone present during a session has current first aid training.
1.5 Professional Boundaries
1.5.1 Be considerate of the physical, mental, emotional and spiritual needs of students.
1.5.2 Be considerate of the preferences and limitations of students.
1.5.3 Consistently maintain appropriate professional boundaries.
1.5.4 Recognize the power imbalance between teacher and student and never harass or exploit students physically, psychologically, emotionally, sexually or financially.
1.5.5 Declare and take appropriate steps to address any conflict of interest that may arise in dealings with students.
1.5.6 Avoid relationships that could compromise the integrity of the teacher-student relationship.
1.6.1 Acknowledge the students’ right to make a complaint.
1.6.2 Take all necessary actions to timely resolve any complaints or grievances respectfully.
2. Relationship with Peers
These Codes outline a professional approach to working with other meditation teachers and relevant professionals.
2.1 Speak respectfully of other meditation traditions and techniques.
2.2 Treat other meditation teachers and colleagues in a respectful manner.
2.3 When appropriate, refer to and work cooperatively with other meditation teachers and relevant health practitioners, to meet the needs of the student.
2.4 Consult and take advice from colleagues and mentors, when appropriate.
3. Professional Practice
These Codes relate to maintaining the professionalism in surrounding meditation teaching as expected by peers, students and the community.
3.1 Professional Performance
3.1.1 Maintain the methods and formats of teaching skills and knowledge in accordance with 1 Giant Mind Values and Code of Conduct.
3.1.2 Teach only meditation. Unless you are a licensed practitioner in other areas of health and medicine, Your scope of teaching must be limited to teaching meditation and not to extend into the realms of therapy, psychology, medical advice, treatment, or any consultation beyond Your skills, knowledge and ability.
3.1.3 Maintain your personal meditation practice.
3.1.4 Commit to ongoing professional development in accordance with 1 Giant Mind Values and Code of Conduct.
3.1.5 Agree to cooperate fully with any 1 Giant Mind enquiry directed to 1 Giant Mind in relation to behavior and responsibilities as a member.
3.1.6 Abide by all 1 Giant Mind policies and procedures.
3.1.7 Maintain personal hygiene as You work closely with students and peers.
3.1.8 Refrain from bringing personal matters into Your practice. Be respectful that students have come to teachers to learn meditation, not to focus on, or hear about personal experiences that do not serve the practice.
3.2 Integrity in Teaching
3.2.1 Respond in all professional matters in a manner that honors the profession.
3.2.2 Represent the benefits and outcomes of meditation practice with honesty, accuracy and fairness.
3.2.3 Respect copyright and all intellectual property and acknowledge sources when drawing on the work of others.
3.3 Business Integrity
3.3.1 Abide by all relevant business and legislative requirements in area of practice, including, but not limited to, insurance, work coverage, pay and conditions, taxation, accounting, marketing, and advertising, and copyright.
3.3.2 Ensure all information relating to the benefits of meditation and information used for promotional and marketing purposes is accurate, fair, clearly stated and not misleading in any way. Never make claims that meditation and/or Your courses will remedy or improve any physical or mental conditions. The use of “can” is appropriate and acceptable but never “will” or “shall.”
3.3.3 Treat all employees, the community, students, colleagues and other meditation businesses fairly, transparently and honestly in the course of all business transactions. This includes being on time and being respectful of others’ schedule.
3.3.4 When possible and reasonable, strive to adhere to environmentally friendly and sustainable business practices including, but not limited to, recycling, using energy-efficient products, being energy efficient, reducing waste, saving water and traveling smarter.
REVISED - Updated September 28th, 2018