TERMS AND CONDITIONS FOR 9D FACILITATOR
WE KNOW YOU ARE EXCITED TO BE A 9D BREATHWORK FACILITATOR ON OUR WEBSITE HTTPS://9DBREATHWORK.COM/ (“PLATFORM”, “9D BREATHWORK”, “We”, “Us”) AND WANT TO SKIP THIS AGREEMENT BY BLINDLY ACCEPT IT TO PROCEED FURTHER. BUT IT’S IMPORTANT FOR BOTH OF US TO UNDERSTAND WHAT WE EXPECT FROM EACH OTHER AS YOU USE 9D BREATHWORK.
TERMS AND CONDITIONS FOR 9D FACILITATOR
These terms of service (“Agreement”) are a legal agreement between the Facilitator (“you”, “your”, or“ Facilitator” or “Certified 9D Breathwork Facilitator” or “9D Facilitator” or “9D Management’s Verified Facilitator” or “Member of Team 9D” or “9D Partner Program”) and 9D Management Services LLC, registered in the USA with company number 2023-001368430, whose registered office is at 30 North Gould Street, 28704, Sheridan, WY 82801, United States hereinafter to be referred to as (“9D Management,” “we,” “us” or “Company” or “Platform”), the owner and operator of the https://9dbreathwork.com/ Website and related web application, which include a masterfully crafted sound and breathwork experience that facilitates life-changing transformational experiences. The 9D Breathwork includes a 9D Multi-Dimensional Sound Experience, Binaural Brain Entertainment, Solfeggio Frequencies, Isochronic Brainwave Tones, 432Hz Harmonic Tuning, Somatic Breathwork, Subliminal Hyponotic Therapy, Guided Coaching and Bioacoustics Sound Effects, 9D Journeys (the “services”). This Agreement states the terms and conditions that govern your use of the Services as Facilitator. By accessing and using the services, you are indicating that you accept and agree to comply with this Agreement. If you do not accept this Agreement, you are not permitted to, and you must not, access or use the Services. The Company reserves the right to amend or cancel this Agreement and cease providing you access to services anytime for any reason. Company may add to, change or remove any part of the Services, including, without limitation, any Content therein, at any time without prior notice to you.
DOCUMENTS INCLUDED IN THIS AGREEMENT- The below documents are hereby added to this
Agreement by reference and form part of this Agreement-
1) The 9D Management’s Brand Guidelines have been incorporated into this Agreement by reference.
2) Privacy Policy
3) Terms of use
“Facilitator” and “9D Management” are to be referred to individually as ” Parties” and collectively as “Parties.”
1) DEFINITIONS-
For the purposes of this Agreement:
a) “Authorized Equipment” means official 9D Management-branded headphones and hardware purchased directly from 9D Management.
b) “Educational Materials” means all training materials, presentations, guides, and content provided through the Platform.
c) “Journey Library” means all standard and voiceless journey content accessible through the Platform.
d) “Platform” means the https://9dbreathwork.com/ Website and related web applications.
2) PURPOSE OF 9D BREATHWORK-
a) 9D Breathwork combines advanced aspects of breathwork with a multi-dimensional sound experience, including binaural brain entrainment, isochronic tones, solfeggio frequencies, and 432Hz tuning. It also incorporates somatic breathwork, subliminal hypnotic therapy, guided vocal coaching, and bioacoustic effects. This holistic approach aims to transform internal blocks, release trapped energy, and promote healing by inducing a hypnotic state for deeper meditation and emotional release, targeting both the subconscious mind and the body’s innate intelligence.
b) The purpose of 9D Breathwork, outlined by its business model, includes 1) Delivering immersive breathwork journeys and soundscapes both online and in physical settings; 2)Marketing 9D Breathwork kits featuring specialized audio equipment; 3) Coaching and training of certified 9D facilitators; 4) Offering a monthly subscription for access to a comprehensive library of soundscapes and guided journeys; 5) Cultivating an online community for users to connect and share experiences; 6) Selling access to individual breathwork journeys for personalized use.
3) SUBSCRIPTION AND MEMBERSHIP-
a) Monthly Subscription Fee: The monthly subscription fee is $200, which will be billed automatically repeatedly.
b) Benefits: The monthly subscription fee of $200 covers the following services and benefits:
i. Access to the License of 9D Library: Unlimited access to an expanding repository of resources, techniques, and training materials within the 9D Library.
ii. Weekly Community Calls: Participation in weekly live calls with fellow facilitators and 9D team members, providing ongoing training, insights, and peer support.
iii. Private 9D Community Access: Full access to the exclusive 9D Private Community, allowing networking, collaboration, and knowledge-sharing with other facilitators and 9D Breathwork practitioners.
iv. Library Expansion: Regular updates and additions to the 9D Library, ensuring continued access to the latest tools, resources, and breathwork techniques as they
become available.
c) 9D Group Packages (Venue Options): Annexure-1 is attached here for detailed package options.
d) Payment Information: The Facilitator is responsible for keeping their payment information current. Failure to provide accurate and current payment details may result in a disruption of access to subscription benefits.
e) This subscription is subject to monthly renewal unless otherwise terminated per the terms of the Agreement.
4) ROLE OF THE FACILITATOR AND AUTHORISED EQUIPMENT REQUIREMENTS-
a) As a Facilitator, you will play crucial roles in guiding individuals or groups through various 9D Journeys and techniques to enhance physical, mental, and emotional well-being. The Facilitator would need to educate participants about the principles and techniques involved in this specific breathwork modality. They would guide participants in understanding the intricacies
of breathing patterns and how they can influence different dimensions of existence. Facilitators are responsible for creating a safe and supportive environment where participants feel comfortable exploring their breath and any associated emotions or experiences that may arise during the session.
b) Authorised Equipment Requirements: The Facilitator shall exclusively use Authorized Equipment for all 9D Journey facilitations and shall be responsible for maintaining all Authorized Equipment in good working order.
c) Exceptions to Authorised Equipment Requirements: One-on-one sessions conducted before receipt of Authorized Equipment may be conducted without such equipment until Authorized Equipment arrives. Below are the additional exceptions-
i. Emergency replacement situations;
ii. Company-approved special circumstances.
d) Hardware Malfunction Policy: Active paying members may continue facilitation if their Authorized Equipment malfunctions, subject to the following conditions:
i. The malfunction has been reported to 9D Management;
ii. A request for replacement Authorized Equipment has been made;
iii. Any temporary alternative equipment used is of professional quality.
e) Warranty Replacement Policy: Here are the key details of our warranty replacement policy:
i. Licensing Status: All licensing payments must be in good standing to be eligible for warranty replacement.
ii. Warranty Period: The warranty coverage is valid for 12 months from the date of
purchase.
iii. Coverage: The warranty covers manufacturing defects only.
iv. Replacement: If a defect is found, a free replacement will be provided within the
warranty period.
v. Shipping Costs: Shipping costs for the replacement will be covered by 9D
Management.
f) Warranty Conditions: Here are the key details of our warranty conditions:
i. Proof of Purchase: Original proof of purchase is required for warranty claims.
ii. Condition of Equipment: The Authorized Equipment must be free from signs of
misuse or damage caused by improper handling.
iii. Non-Transferable: The warranty is non-transferable and applies only to the original purchaser.
iv. Authorised Equipment: Warranty coverage is valid only for Authorized Equipment purchased through authorised channels.
g) Use of Unauthorised Equipment: The use of unauthorised equipment is strictly prohibited and constitutes a material breach of this Agreement.
5) NON-TRANSFERABILITY OF MEMBERSHIPS AND KITS-
a) Memberships: Memberships purchased are personal to the original purchaser and are strictly non-transferable. They may not be sold, assigned, gifted, or otherwise transferred to any other individual or entity under any circumstances.
b) Kits: The 9D Kits provided as part of the membership or purchased separately are intended for the sole use of the original purchaser. The resale, transfer, or assignment of kits to any other party is expressly prohibited.
c) Consequences of Violation: Any attempt to transfer a membership or kit in violation of these terms will result in the immediate termination of the subscription and membership without refund and may lead to legal action where applicable.
d) Exceptions: In extraordinary circumstances, a written request for consideratio may be submitted to 9D management. Approval of such requests will be at the sole discretion of 9D and must be documented in writing.
6) FACILITATOR’s RELATIONSHIP WITH 9D MANAGEMENT-
a) Integrity and transparency are the cornerstones of our relationships within 9D Management.
b) 9D Management extends its services to Facilitators by granting access to valuable resources like the 9D Licensed Library content (“Content”) and the 9D Facilitators Community (“Facilitators’ Community”, along with dedicated support. Notably, streaming 9D Licensed Library content for commercial use requires official 9D Management headsets purchased from 9D Management.
c) It’s crucial to understand that 9D Management provides these services solely to empower Facilitators to deliver breathwork experiences to their clients. However, 9D Management assumes no responsibility for any interactions between facilitators and clients.
d) By engaging with 9D Management, you acknowledge and accept specific terms: (i) You are not considered an employee of 9D Management and are not entitled to employment benefits. (ii) 9D Management holds no liability or obligations, including those related to services or clients, for any actions or omissions by you or your clients.
e) Equipment and Licensing Requirements:
i. Access to 9D Management services is granted only with the exclusive use of
Authorized Equipment.
ii. All educational materials are licensed exclusively for use by the authorized Facilitator.
iii. Family members’ participation requires separate accounts. Immediate family members are eligible for a 50% discount on the Facilitator’s kit and educational materials.
7) OBLIGATIONS OF FACILITATOR-
a) The Facilitator agrees to use the services provided by 9D Management only for lawful purposes and in accordance with the terms of this Agreement, Company policies and guidelines issued from time to time.
b) The Facilitator accepts sole responsibility for their use of the Platform and services, as well as any outcomes or consequences resulting from that use.
c) Maintaining confidentiality is essential; the Facilitator must not disclose any confidential information regarding the services, Content, or Facilitator’s Community without prior written consent from 9D Management.
d) Compliance with the Company’s messaging and communication guidelines is mandatory. Any deviation from these guidelines requires prior approval.
e) It is paramount that the Facilitator represent 9D Management in a professional and truthful manner. The Facilitator must refrain from making false or misleading claims about the Company, its products, or its services.
f) It is required that you utilize approved communication channels and tools provided by 9D Management to engage with customers or potential customers.
g) Facilitators are strictly required to adhere to all applicable laws and regulations concerning public communication and advertising, including consumer protection, privacy, and advertising laws is expected.
h) Consistently demonstrating respect and professionalism towards users, community members, and 9D Management customers is mandatory. Disparaging, insulting, or offensive language or behaviour will not be tolerated.
i) Discriminatory behaviour or remarks based on race, ethnicity, religion, gender, sexual orientation, or any other protected characteristic are strictly prohibited.
j) Engaging in constructive and informative communication with users, Facilitators’ Community members, and 9D Management customers while avoiding aggressive, offensive, or harmful language is encouraged.
k) It is necessary to comply with the policies and guidelines of the Platforms used for interactions with users, Facilitators’ Community members, and 9D Management customers.
l) In the event of disagreements or conflicts, the Facilitator is responsible for handling the situation professionally and seeking resolution in a respectful manner.
m) Engaging in any form of harassment, including online bullying or stalking, or behavior that makes users feel uncomfortable or unsafe, is prohibited.
n) Ensuring that any media, content, or information shared within the Facilitators’ Community or during interactions with users is appropriate, respectful, and aligns with the Company’s values is the Facilitator’s responsibility.
o) The Facilitator shall use 9D Management headsets only to deliver the session and services.
p) Brand Identity and Social Media Obligations:
i. All individuals, including Facilitators, must strictly adhere to the provided brand
guidelines, including the use of specified fonts and brand colours.
ii. The use of “9D Breathwork” in domain names or social media handles is strictly prohibited.
iii. Acknowledgement of 9D Management’s exclusive rights to all naming conventions is required.
q) Educational Materials Usage:
i. Access is granted for personal use only and is non-transferable.
ii. Repurposing, reproducing, or commercialising the materials is strictly prohibited.
iii. Exception: The 12-week program materials, specifically designated presentation
slides, may be reproduced solely within the intended scope of the program.
r) Journey Library Restrictions:
i. Content may only be used for live in-person or online facilitation.
ii. Recording, embedding, or incorporating Journey Library content into course materials is strictly prohibited.
iii. These restrictions apply equally to both standard and voiceless Journey Library
content.
s) Financial Representations:
i. No financial guarantees or claims shall be made;
ii. All marketing materials must include the disclaimer that advertised results are not
necessarily typical.
t) Platform Usage Requirements:
i. All 9D Journeys must be facilitated exclusively through official platforms owned by 9D Breathwork.
ii. The use of unauthorised platforms, third-party services, or downloaded/stored versions is strictly prohibited.
iii. Reproduction, downloading, or transferring of Journey content to external platforms or devices is not allowed.
iv. Access must be made through authenticated Facilitator login credentials.
v. Any violation of these platform usage requirements will be considered a material breach of this Agreement.
8) FACILITATORS’ COMMUNITY GUIDELINES-
a) Respect and Support:
i. Treat all community members with respect and courtesy.
ii. Offer constructive feedback and support when appropriate.
iii. Maintain professional conduct in all interactions.
iv. Avoid disparaging remarks about other members or their practices.
b) Content Sharing:
i. Share only relevant and appropriate content.
ii. Respect intellectual property rights.
iii. Obtain permission before sharing others’ content.
iv. Ensure shared content aligns with 9D Management values.
c) Communication:
i. Use clear, professional language.
ii. Avoid controversial topics unrelated to breathwork.
iii. Maintain confidentiality of private discussions.
iv. Report any concerning behaviour to administrators.
d) Collaboration:
i. Engage positively with fellow facilitators
ii. Share experiences and best practices
iii. Support community growth and development
iv. Participate in community events and discussions
e) Content Usage Rights:
i. 9D Breathwork reserves the right to capture screenshots from community posts and use them in cases not limited to as social proof for marketing materials.
ii. By posting in the community, members grant 9D Management permission to use such content.
iii. This includes but is not limited to testimonials, success stories, and engagement posts.
iv. Members acknowledge that their posts may be used for promotional purposes without additional compensation.
9) PAYMENT AND COMMISSIONS-
a) Payment Terms:
i. Fees are due monthly on the subscription renewal date.
ii. All fees for the Services are non-refundable.
iii. Payment must be made in full before you can access the Services.
iv. We reserve the right to cancel your access to the Services if payment is not received.
v. Payments must be made through approved payment methods.
vi. Late payments may result in service interruption.
b) Refund Policy:
i. No refunds are available for partial months of service.
ii. Cancellation must be submitted 30 days in advance.
iii. Equipment purchases are subject to a separate refund policy.
c) Affiliate Commissions: Affiliate Commissions refer to remuneration earned through Facilitators introducing new participants to the program. These commissions are generated from the successful referral of new individuals by Facilitators.
d) Commission Structure: The Facilitator shall be eligible for the commission as described below if the customer applies the 9DSPECIAL coupon provided by the Facilitator-
Product/Service | Commission Rate | Maximum Commission |
|---|---|---|
Kit Purchase | 16.67% | $1,250 |
Monthly Subscription | 10% | $20 (per monthly subscription payment) |
Additional Headset Purchase | 10% | $109.90 (on bump offer purchases) |
i. The price and commissions are subject to change at any point during the association.
ii. Your commissions will be reviewed and disbursed at the end of the month following the transaction, contingent upon 9D Management receiving your bank account details in advance. In the scenario where your bank account details have not been received by the time a payout is due, the release of your payout will be scheduled for the end of the subsequent month after the month of the transaction or upon receipt of your bank details, whichever is later.
iii. The platform uses a first-cookie system to track partner link clicks.
e) Commission Payment Terms:
i. Commissions will be paid monthly based on the previous month’s activity.
ii. A minimum pay-out threshold of $100 applies.
iii. Payments will be made only through approved payment methods.
f) Commission Eligibility:
i. An active subscription from the Facilitator is required.
ii. The Facilitator must be in good standing with 9D Management.
iii. The Facilitator must comply with all terms and conditions.
g) Commission Adjustments:
i. Commissions are subject to change with 30 days’ notice.
ii. Adjustments will be made for refunds or chargebacks.
iii. We reserve the right to review and audit commission payments.
10) AFFILIATE SALES CREDIT-
a) Definition of Sales Credit: Product/Service Commission Rate Maximum Commission Kit Purchase 16.67% $1,250 Monthly Subscription 10% $20 (per monthly subscription payment) Additional Headset Purchase 10% $109.90 (on bump offer purchases)
i. Credit earned from successful referrals.
ii. Tracked using unique affiliate links.
iii. Must meet the minimum monthly requirements.
b) Sales Credit Requirements:
i. Minimum monthly sales threshold must be met.
ii. Active subscription status is required.
iii. Compliance with marketing guidelines is mandatory.
c) Sales Credit Terms:
i. Non-transferable between accounts.
ii. Expires after 12 months of inactivity.
iii. Subject to verification and approval.
d) Credit Adjustments:
i. Adjustments will be made for returns or cancellations.
ii. Subject to periodic review.
iii. May be suspended if policy violations occur.
e) Credit Usage:
i. Applicable only to future purchases.
ii. Cannot be converted to cash.
iii. Must be used within the validity period.
11) INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY-
a) The Facilitator agrees that 9D Management retains all ownership rights, title, and interest in and to the intellectual property, and nothing in this Agreement shall be construed as transferring any ownership rights to the Facilitator.
b) Intellectual Property Rights (“IPR”) for a 9D Management includes the legal rights associated with the creation and ownership of proprietary material, graphics, images, techniques, and other related content included in the course, including but not limited to-
a) a 9D Multi-Dimensional Sound Experience, Binaural Brain Entertainment, Solfeggio Frequencies, Isochronic Brainwave Tones,432Hz Harmonic Tuning, Somatic Breathwork, Subliminal Hypnotic Therapy, Guided Coaching and Bioacoustics Sound Effects and 9D Journeys and programs introduced by the Company from time to time;
b) Course Content: This includes any written, audio, video, or interactive material
designed for the 9D Breathwork course, such as lesson plans, scripts, presentations, and exercises;
c) Material: Any instructional material, including documents, worksheets, handouts,
and manuals, provided to participants as part of the course;
d) Graphics and Images: Visual elements created or explicitly used for the course,
such as diagrams, illustrations, logos, and branding assets;
e) Techniques: Specific methods, approaches, exercises, or practices taught within the course for breathwork;
f) Website: Website content, design, graphics, theme, colours, combinations, trademarks;
g) Any proprietary information, ideas, concepts, methodologies, or strategies developed by the Company to deliver the 9D Management course.
c) The Facilitator agrees to acknowledge the ownership of 9D Management and IPRs during their client interaction.
d) The Facilitator acknowledges that they do not acquire any ownership rights by downloading content from the Platform. The Facilitator shall not:
i. Copy, translate, reproduce, or redistribute any content
ii. Modify or create derivative works
iii. Remove any copyright notices
iv. Attempt to reverse engineer any part of the platform
e) Educational Materials Protection: The Facilitator agrees that:
i. All Educational Materials are protected by intellectual property rights.
ii. Unauthorized reproduction, distribution, or modification is strictly prohibited.
iii. Each violation is considered a separate offense and is subject to penalties.
f) Journey Library Protection: The Facilitator agrees that:
i. All Journey Library content is protected intellectual property.
ii. Use is restricted to live facilitation only.
iii. Any unauthorised recording, reproduction, or distribution is strictly prohibited.
g) Equipment and Branding Protection:
i. All 9D Management branding elements are protected intellectual property.
ii. Use of branding elements must strictly follow the provided guidelines.
iii. Any unauthorised use constitutes intellectual property infringement.
h) Definition of Confidential Information. Parties understand that “Company’s Confidential Information” means information including but not limited to 9D Breathwork program and course content, written, audio, video, or interactive material designed for the 9D Management course, such as lesson plans, scripts, presentations, and exercises, visual elements created or explicitly used for the course, such as diagrams, illustrations, logos, and branding assets, specific methods, approaches, exercises, or practices taught within the course for breathwork, proprietary information, ideas, concepts, methodologies, or strategies developed by the course creator or organization to deliver the 9D Breathwork course. Client’s and customer’s information that Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s activities which is not generally known and which the Company wishes to maintain as confidential. Company’s Confidential Information includes information disclosed by the Company to the Facilitator and information developed, acquired, overheard or become familiar by the Facilitator during his/her association with the Company. By example, and without limitation, Company’s Confidential Information includes any and all non-public information that relates to the activity and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which Company called or with which Company may become acquainted during the term of his/her deputation, not including customers who are already business associates of Company, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company’s property. Notwithstanding the foregoing, Company’s Confidential Information shall not include any such information which Company can establish (i) was publicly known or made generally available before the time of disclosure by Company; (ii) becomes publicly known or made generally available after disclosure by Company through no wrongful action or omission by the Parties; (iii) is in Parties rightful possession, without confidentiality obligations, at the time of disclosure by Company as shown by contemporaneous written records; or (iv) independently developed by the Company during his/her engagement with the Company without using the recourses and Company’s Confidential Information. i) The Facilitator acknowledges and agrees that any and all information, including but not limited to trade secrets, proprietary information, know-how, techniques, methodologies, processes, IPRs and documentation related to current or future 9D Journeys developed or introduced by the Company, whether disclosed to the Facilitator before or after the date of this Agreement, shall be deemed Confidential Information subject to the terms of this Agreement. The Facilitator agrees not to imitate, copy, or edit the breathwork journeys from the Company’s library, irrespective of jurisdictional considerations.
12) TERM AND TERMINATION-
a) Term-
i. The initial term of this Agreement shall be 12 months, commencing from the date of subscription.
ii. The Agreement will automatically renew for subsequent terms unless terminated in
accordance with the provisions outlined herein.
b) Termination by Company- The Company reserves the right to terminate this agreement under the following conditions:
i. Immediate termination in the event of a material breach or non-payment.
ii. Termination with 30 days’ prior notice without cause.
iii. No refunds will be provided for any fees already paid.
c) Termination by Facilitator: The Facilitator may terminate this Agreement by providing 30 days’ written notice. Upon termination, the Facilitator agrees to:
i. Settle all outstanding fees owed to the Company.
ii. Return all proprietary materials, including any documents, data, or assets provided by the Company.
d) Post-Termination Obligations: Upon termination of this Agreement, the Facilitator shall:
i. Cease the use of all materials provided by the Company.
ii. Remove all branding associated with the Company.
iii. Maintain the confidentiality of all proprietary information.
iv. Return any equipment or assets provided by the Company, if requested.
13) CONSEQUENCES OF BREACH OF AGREEMENT-
a) In the event of a breach of this Agreement by the Facilitator, including but not limited to IPR infringement, the Company reserves the right to terminate the Facilitator’s access to the Company’s materials and resources immediately and without prior notice. Furthermore, the Company shall have a right to pursue legal action to seek damages for any harm caused by the breach. The Facilitator agrees to indemnify and hold harmless the Company from any losses, damages, or liabilities resulting from such breach, including but not limited to legal fees and expenses incurred in enforcing this provision. Additionally, the Company reserves the right to seek injunctive relief or any other appropriate remedy available under applicable law. The severity of consequences underscores the importance of compliance with this Agreement and serves as a deterrent against any attempts to infringe upon the Company’s intellectual property rights.
b) Consequences of Termination: Upon termination of the Agreement, the following consequences will apply:
i. All access rights will immediately be revoked
ii. The Facilitator must cease using all materials
iii. Any confidential information must be returned or destroyed
iv. All 9D branding must be removed from marketing materials
c) Financial Consequences of breach:
i. Forfeiture of any pending commissions
ii. Liability for damages incurred
iii. Responsibility for any legal costs associated with the breach
d) For the breach of the Agreement, the Company may:
i. Suspend or terminate all access for the Facilitator
ii. Withhold all payments
iii. Pursue legal remedies
iv. Report violations to authorities
e) Breaches involving unauthorised recording or distribution will result in:
i. Immediate termination
ii. Legal action
iii. Monetary penalties
f) Consequences of Brand Misuse:
i. Issuance of cease-and-desist orders
ii. Imposition of financial penalties
iii. Requirement for public correction
g) Community violations will result in:
i. Warning notices
ii. Temporary suspension
iii. Permanent removal
h) Equipment misuse will lead to:
i. Warranty invalidation
ii. Support termination
iii. Possible legal action
i) Multiple violations will result in:
i. Permanent program ban
ii. Blacklisting
iii. Industry notification
j) Enhanced Penalties for Violations: Immediate termination of access to all materials and services-
i. For all Material breaches; and
ii. Potential criminal penalties, including imprisonment for a term not exceeding 5 years and monetary fines of up to $250,000 per violation.
k) Each unauthorised use, reproduction, or distribution shall constitute a separate violation.
l) Enforcement:
i. 9D Management reserves the right to pursue all available legal remedies.
ii. The Facilitator acknowledges that monetary damages may be insufficient and agrees that 9D Management may seek injunctive relief.
iii. The Facilitator shall be responsible for all legal costs incurred in enforcement.
14) OBLIGATIONS OF 9D MANAGEMENT-
a) Provision of Services: 9D Management shall provide the necessary resources, materials, and support required for the Facilitator to perform their duties effectively, including access to training, educational materials, and technical assistance.
b) Payment of Commissions: 9D Management agrees to pay the Facilitator commissions as outlined in the Agreement promptly and in accordance with the agreed-upon terms.
c) Communication and Support: 9D Management shall maintain open communication channels with the Facilitator and provide ongoing support and guidance as needed to ensure the successful delivery of services.
d) Fair Treatment: 9D Management shall treat the Facilitator fairly and in good faith, without discrimination or favouritism. It shall not engage in any conduct construed as unfair or unethical.
e) Compliance with Laws and Regulations: 9D Management shall comply with all applicable laws, regulations, and industry standards governing the provision of services.
f) Changes: 9D Management reserves the right to modify the terms and conditions at any time. It is the responsibility of both Users and Facilitators to stay informed and up to date with any changes to these terms and conditions. .
g) Termination of Agreement: If the agreement is terminated for any reason, 9D Management agrees to provide the Facilitator with a Written Notice (defined below) of termination and to settle any outstanding payments or obligations in accordance with the terms of the Agreement. For this Agreement, the “Written Notice” refers to a formal communication provided by Parties to each other, explicitly detailing the termination of the Agreement. This notice shall be documented in writing and may be delivered via physical mail, email, or any other method agreed upon during this Agreement. The notice shall include the reasons for termination and any relevant instructions or actions required by both Parties to conclude the Agreement.
15) LIMITATION OF LIABILITY-
a) In no event will 9D Management be liable for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind, whether based on breach of any express or implied warranty or condition, breach of contract or tort, including, without limitation, negligence or strict liability. In no event shall 9D Management or its affiliates, officers, directors, employees, agents, or licensors be liable to you or any third party for any damages arising from or in connection with your use of the Platform or services.
b) The Company’s maximum liability under this Agreement shall be limited to the fees paid by the Facilitator in the 12 months immediately preceding the event giving rise to the claim. This limitation of liability does not apply in cases of wilful misconduct. Each claim will be treated as a separate and distinct matter.
c) The Facilitator agrees to indemnify and hold the Company harmless from any and all claims, damages, liabilities, and expenses, including legal costs, arising out of or in connection with third-party claims resulting from the Facilitator’s actions or breach of this Agreement.
16) DISCLAIMER OF WARRANTIES-
a) The Platform and services are provided “as is” without warranty of any kind, either express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose.
17) MODIFICATIONS TO AGREEMENT-
a) This Agreement constitutes the Parties’ entire agreement on the subject hereof and supersedes all prior understandings and instruments on such subject. 9D Management may modify this Agreement from time to time by-
i. Providing 30 days’ notice to the other party.
ii. Posting updates on the platform.
iii. Sending email notifications to the Facilitator.
b) Continued use of the platform or services after such modifications shall constitute acceptance of the updated terms.
c) Material changes to the Agreement will require:
i. Express consent from the Facilitator.
ii. An opportunity for the Facilitator to opt out of the Agreement.
iii. A grace period to comply with the new terms, as determined by 9D Management.
18) GENERAL-
a) No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s).
b) Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
c) Force Majeure: Neither party shall be held liable for any failure or delay in performance under this Agreement due to events or circumstances beyond their reasonable control, including but not limited to natural disasters, acts of government, war, or other unforeseen events. In the event of a Force Majeure, the affected party shall promptly notify the other party of the occurrence and its expected duration. Both parties shall make reasonable efforts to minimise the impact of such events and resume performance as soon as practicable.
d) Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. The Company, however, may assign its rights and obligations under this Agreement at its discretion. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
e) Notices: All notices under this Agreement must be in writing. Email notifications are acceptable and shall be deemed received on the next business day following the transmission.
f) Relationship: The parties are independent contractors, and nothing in this Agreement shall be construed as creating an agency, partnership, or joint venture. Neither party has the authority to bind the other or act on behalf of the other in any capacity.
g) Survival: The following provisions shall survive the termination or expiration of this Agreement:
i. Confidentiality obligations
ii. Intellectual property rights
iii. Indemnification provisions
iv. Payment obligations
19) DISPUTE RESOLUTION AND GOVERNING LAWS-
a) Dispute Resolution: Any disputes arising out of or relating to this Agreement shall first be subject to mandatory mediation. If mediation fails to resolve the dispute, binding arbitration will be pursued. All arbitration proceedings shall be conducted in accordance with the rules of the American Arbitration Association. The courts of Wyoming shall have exclusive jurisdiction over any legal matters related to this Agreement.
b) Legal Proceedings: In the event of legal proceedings, written notice must be provided to the opposing party. A 30-day cooling-off period shall apply, during which the parties will attempt to resolve the issue amicably. The losing party shall bear all costs associated with the legal proceedings.
c) This Agreement shall be governed by and construed in accordance with the laws of the Wyoming, USA. The courts of Wyoming, USA, shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
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Annexure-1
Group package pricing options for Facilitators:
1 Facilitator: $7,499 + $199/month
2 Facilitators:
$13,999 + $299/month (with additional kit)
$12,999 + $299/month (without additional kit)
3 Facilitators:
$19,999 + $399/month (with additional kit)
$17,999 + $399/month (without additional kit)
4 Facilitators:
$25,999 + $499/month (with additional kit)
$22,999 + $499/month (without additional kit)
5 Facilitators:
$31,999 + $599/month (with additional kit)
$27,999 + $599/month (without additional kit)