BTA Agreement - Instructor Certification
Block Therapy Academy Program Agreement
BETWEEN:
Last Name , (hereinafter called the “Student” or “BTA Graduate” and/or “BTA Student/Graduate”, as the case may be)
-and-
BLOCK THERAPY LTD. (hereinafter the “Corporation”) and carrying on business as ”Block Therapy”.
WITNESS THAT:
WHEREAS the Corporation carries on business as the provider of a body work practice, including Block Therapy, to release compressed tissue and melt adhesions between the layers of frozen fascia, thereby promoting increased blood and oxygen flow, which are critical to health and healing (the “Fluid Isometrics Concept”);
AND WHEREAS the Corporation carries on the business of the Fluid Isometrics Concept under the registered business name and trade mark ”Block Therapy”, is the manufacturer of the Block Buddy, the Block Baby, the Block Paddle and other items and is the author of books, e-books, DVDs, instructional video, programs and courses (and any future products, service, programs and platforms) all related to Block Therapy pursuant to a series of registered trademarks as more fully described herein (collectively the “Fluid Isometrics System”);
AND WHEREAS the BTA Student/Graduate wishes to enter into an agreement with the Corporation whereby the Corporation will provide training in how to teach Block Therapy or provide client care pursuant to the Fluid Isometrics System and the Fluid Isometrics Concept as more particularly set out herein (“the Training”);
THE PARTIES THEREFORE AGREE AS FOLLOWS:
Interpretation
1. When used herein, the following terms shall have the following meanings:
(a) “Agreement” means this agreement and all schedules, amendments and supplements to this agreement made in accordance with the terms of this agreement;(b) "Block Therapy" is a method by which the Fluid Isometrics Concept is applied;
(c) “Confidential Information” is as defined at article 10 of this Agreement;
(d) "Fluid Isometrics Concept" is as defined in the preamble;
(e) "Fluid Isometrics System" is as defined in the preamble;
(f) “Materials” means all information, materials and documents produced by the Corporation and/or its founder and President, Deanna Hansen, and/or its Vice President, Quinn Castelane, including but not limited to: courses, programs, technical or business information furnished by the Corporation to the BTA Student/Graduate, regardless of whether such information is in written, oral, electronic, video or other form. Such materials may include without limitation, all handouts, charts, transcripts, audio and video, software, data, database documentation, diagrams, designs, product content, marketing materials, trade secrets, know-how, inventions, technical data or specifications, formats, and testing methods; and
(g) "Training" is as defined in the preamble and more fully described in Schedule “A”.
Preamble
2. The preamble is incorporated into this Agreement and shall be used in its interpretation.
Term of Agreement
3. This Agreement and the terms and conditions contained herein shall be in effect for an indefinite term unless terminated in accordance with section 9 hereof and shall govern the parties hereto during the period of Training and after Training has been completed and certification as a Block Therapy Graduate has been received. The covenants, agreements, rights, privileges and restrictions concerning “Confidential Information”, the “Marks”, “Copyright” and the Release, Waiver, Consent, Assumption of Risk and Indemnity contained herein shall continue to enure to the benefit of and bind each of the parties hereto following any termination of this Agreement.
Responsibilities of the BTA Student/Graduate
4. The BTA Student/Graduate shall at their own expense undertake the Corporation’s Training and Training program for the Fluid Isometrics Concept.
5. The BTA Student who is to become a Certified Instructor shall not provide Block Therapy instruction until the BTA Student has completed the Corporation’s training program and has been certified by the Corporation to provide said Fluid Isometrics Concept. The BTA Graduate shall identify herself/himself, once the course has been completed and the BTA Student has passed all exams and evaluations and if certified by the Corporation to be qualified to teach the Fluid Isometrics Concept or do body work, as the case may be, using the designation of “Block Therapy Instructor” and/or “Fluid Isometrics Practitioner” and/or “Facial Flow Practitioner”, as the case may be, and/or such other description as prescribed by the Corporation from time to time on notice to the BTA Student/Graduate. Upon Certification being received from the Corporation, the BTA Graduate shall be authorized so long as the BTA Graduate remains in good standing under this Agreement and this Agreement remains in full force and effect, to: i) teach and instruct members of the public in the practice of Block Therapy as a certified “Block Therapy Instructor”, or ii) work on clients directly as a certified “Fluid Isometrics Practitioner”, or iii) work on clients directly as a certified “Facial Flow Practitioner”, as the case may be.
6. The Graduate Block Therapy Instructor shall obtain and maintain, for the time period where the BTA Graduate teaches Block Therapy: i) Liability Insurance in the minimum amount of $2.0 million, and ii) a CPR/First Aid certificate. The BTA Graduate Block Therapy Instructor will on request from the Corporation provide evidence that such insurance coverage and CPR/First Aid certificate are being maintained by the BTA Graduate Block Therapy Instructor as required. It is recommended that the BTA Graduate Block Therapy Instructor consult with an insurance broker to ensure that the appropriate insurance coverage is placed and maintained.
Responsibilities of the Corporation
7. The Corporation agrees to provide the Training as more particularly set out in Schedule “A” attached hereto. The Corporation will determine how, when and where the Training will be provided.
Fees for Training
8. In exchange for the Corporation providing the Training, the BTA Student/Graduate will pay to the Corporation the Corporation’s published training fee set out at the time of entering into this Agreement or such other fee as may be agreed in writing between the Corporation and the BTA Student/Graduate.
Termination of Agreement
9. Either party may terminate this Agreement in writing in the event of the failure of the other party to comply with any provision of this Agreement. The other party shall have ten (10) business days from receipt of written notice to rectify the breach, otherwise the termination will go into effect automatically. The termination of this Agreement will result in no refund to the BTA Student/Graduate, except as expressly set forth herein. On termination of this Agreement, the BTA Student/Graduate agrees with the Corporation as follows:
i) to forthwith cease making use of the Marks on the basis that any license to use or general permission to use the Marks given by the Corporation has then automatically been revoked without further action or notice required;
ii) to cease making any use of the Confidential Information, provided that for personal use only and as part of the health and wellness of the BTA Student/Graduate, the BTA Student/Graduate may use what the BTA Student/Graduate has learned;
iii) to cease representing to the public that the BTA Student/Graduate is a BTA Student or certified Block Therapy Instructor and/or certified Fluid Isometrics Practitioner and/or certified Facial Flow Practitioner, as the case may be; and
iv) not teach or demonstrate Block Therapy or Fluid Isometrics under the name Block Therapy or using a different name.
Confidential Information
10. BTA Student/Graduate acknowledges that as a BTA Student/Graduate of the Corporation they will acquire information about certain matters and things which are confidential to the Corporation as hereinafter more fully described, and which information is the exclusive property of the Corporation (the “Confidential Information”).
11. The BTA Student/Graduate acknowledges that disclosure or inappropriate use of the information as referred to herein not in the best interests of the Corporation would be detrimental to the Corporation. Accordingly, the BTA Student/Graduate undertakes to hold in confidence all Confidential Information and agrees not to disclose same to any third party, either during the term of this Agreement or any time thereafter, or use any Confidential Information for any purpose whatsoever other than as a Block Therapy Instructor or a Fluid Isometrics Practitioner or a Facial Flow Practitioner, as the case may be, to further the business of the Corporation. The BTA Student/Graduate agrees that the BTA Student/Graduate does not acquire any right, title or interest in or to any such Confidential Information by virtue of being provided the Training by the Corporation or otherwise. For the purposes of this Agreement, “Confidential Information” includes all materials in any form developed or produced by the Corporation, and without limitation, the Fluid Isometrics Concept, the Fluid Isometrics System, Block Therapy, techniques taught by the Corporation, Block Therapy instruction methods, programs, courses, the Block Buddy, the Block Baby, the Block Paddle and other product manufacturing methods, supplier lists, business plans, pricing strategies, methods of management and operation, selling techniques, presentations, practices, marketing plans and strategies, costs, financial results, policies and procedures, technology and computer systems, and future plans and any other information about the Corporation and its business practices, the dissemination of which is agreed would be prejudicial and harmful to the Corporation.
12. The BTA Student/Graduate agrees to comply with all rules, procedures and directions given by the Corporation with respect to the safeguarding of Confidential Information. The BTA Student/Graduate agrees to notify the Corporation immediately upon discovery of any unauthorized use or disclosure of any Confidential Information, to co-operate with the Corporation, to help the Corporation regain possession of Confidential Information, and to prevent its further unauthorized use or disclosure. The BTA Student/Graduate further agrees, upon the termination of this Agreement for any reason whatsoever, or upon the Corporation’s request, to immediately return all originals, copies, reproductions and summaries of any Confidential Information to the Corporation and to remove/permanently delete all saved Confidential Information stored on the BTA Student/Graduate computer system or elsewhere or, at the Corporation’s option, certify that such materials have been destroyed/removed and deleted.
13. The BTA Student/Graduate acknowledges and agrees that the Corporation and its President Deanna Hansen possess the absolute and exclusive propriety rights to the trade marks: Block Therapy, the Block Therapy Logo Design, Fluid Isometrics, Block Buddy, Block Baby, Fascia Masters and all additional trade marks developed by either the Corporation or its President from time to time hereafter (collectively, the “Marks”) and that the Marks shall remain the sole property of the Corporation and its President Deanna Hansen. The BTA Student/Graduate shall acquire no right, title or interest in or to the Marks. The BTA Student/Graduate shall not use the Marks in any manner whatsoever, including without limiting the generality of the forgoing, on social media, on a website, as part of a domain name, as part of an email, on an app, etc., except as expressly permitted in writing by the Corporation, in its sole discretion, or in any way represent that the BTA Student/Graduate is the owner of the Marks. BTA Student/Graduate recognizes the great value of the publicity and goodwill associated with the Marks. The BTA Student/Graduate shall not, during the terms of this Agreement and thereafter at any time or in any way, dispute or contest directly or indirectly, the validity, ownership or enforceability of the Marks, directly or indirectly attempt to dilute the value of the goodwill attaching to the Marks, nor alter, modify, dilute or otherwise misuse the Marks or bring them into disrepute, nor counsel, procure or assist anyone else to do any such acts. BTA Student/Graduate shall not produce any materials using the Marks or incorporate the Marks into any goods, services or products to be sold by the BTA Student/Graduate, except under separate written license agreement in form and with content as strictly required by the Corporation and its President, Deanna Hansen, in their sole and unfettered discretion.
14. The BTA Student/Graduate agrees that the BTA Student/Graduate shall:
15. The BTA Student/Graduate who maintains their own website shall provide on their introduction page to their website and any social media platform used by the BTA Student/Graduate, what level of Block Therapy certification is held from the Corporation and that they are an independent business owner from the Corporation.
16. The BTA Student/Graduate acknowledges that the Corporation retains ownership of the Materials and all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in, or arising from, the Materials. No option, license or conveyance of such rights to the BTA Student/Graduate is granted or implied under this Agreement. Materials cannot be sold, given away or disclosed to third parties and must be returned to the Corporation upon request. Copyright is claimed by the Corporation and its President, Deanna Hansen, in all of the Materials.
17. The BTA Student/Graduate agrees that no Materials or pages of Materials are authorized for duplication or reproduction without the express approval and written consent of the Corporation. All such reproductions being considered as covered by the terms and conditions of this Agreement.
18. The BTA Student/Graduate may also become a “Referral Partner” of the Corporation by entering into a separate “Referral Partner Agreement” with the Corporation. You may contact Corporation to complete the Referral Partner Agreement and to share your own Referral Partner link to get compensated as a Referral Partner for referrals for contacts who purchase the Training and/or purchase the programs, courses, memberships and products offered by the Corporation.
19. In the event the Corporation terminates this Agreement due to a breach by the BTA Student/Graduate, the BTA Student/Graduate shall immediately cease using Materials and return to the Corporation all originals, copies, summaries, and other tangible (both physical and electronic) manifestations of Materials in the possession or control of the BTA Student/Graduate. The Corporation shall also have the right to require in its discretion the BTA Student/Graduate to cease using any part of the Materials from time to time. The obligations of confidentiality and non use of the Materials and Marks of the BTA Student/Graduate stipulated in this Agreement shall remain in effect in perpetuity after expiration or termination of this Agreement.
20. The BTA Student/Graduate Instructor agrees that once all requirements have been met and the BTA Student is certified to teach the Fluid Isometrics Concept through Block Therapy, the BTA Graduate Instructor will not keep recorded classes for longer than 48 hours from the end of each class session and thereafter will promptly delete in its entirety such class recording. The Corporation shall have the right to review at any time and from time to time upon request any virtual classes hosted by the BTA Graduate. The BTA Graduate Instructor shall grant access to the Corporation forthwith upon request to such virtual classes or recordings thereof. The BTA Graduate Instructor acknowledges and agrees that teaching of Block Therapy is to be live and interactive with attendees (whether by in person class or by remote video class session). Pre-recorded instruction in Block Therapy and Block Therapy programs are to be exclusively offered to the public by the Corporation.
Release, Waiver, Consent, Assumption of Risk and Indemnity
21. The BTA Student/Graduate warrants that BTA Student/Graduate is in good health and proper physical fitness to enable participation in the Training and any ancillary activities associated with the Training.
22. The BTA Student/Graduate represents and warrants to the Corporation that the BTA Student/Graduate does not have any medical condition which would prevent the BTA Student/Graduate from participating fully in the Training.
23. The BTA Student/Graduate hereby consents to the participation in the Training notwithstanding the potential risks, including experiencing a “healing crises”. Techniques associated with the Fluid Isometrics Concept, Block Therapy products, services, methods, practices, systems, and/or any other Block Therapy materials may result in one or more healing crises, which are typically temporary phenomena of various durations caused from melting adhesions in the fascia, and the resultant migration of tissue to a more correct alignment. The occurrence of healing crises are impossible to predict and are unique for each individual but should be expected. Healing crises may include but are not limited to:
Healing Crises are a sign of healing. If any healing crisis including but not limited to any one or more of the above described symptoms should occur, beyond mild symptoms, please contact the Corporation. The BTA Student/Graduate accepts and assumes all risks, whether known or unknown, and assumes all responsibility for any losses, costs and/or damages for any injury suffered by the BTA Student/Graduate by any means and howsoever caused and even if caused, in whole or in part, by the negligence of the Corporation or any of the Corporation’s employees, contractors, or agents (the Corporation and such person’s collectively referred to as, the "Released Parties") by the BTA Student/Graduate's participation in the Training and/or any activities associated with the Training.
24. The BTA Student/Graduate hereby waives, releases and forever discharges any and all claims or actions that the BTA Student/Graduate may now or in the future have against the Released Parties for any injury, damages or loss that the BTA Student/Graduate has or may sustain as a result of the BTA Student/Graduate's participation in the Instruction and/or any activities associated with the Instruction, including healing crises.
25. The BTA Student/Graduate acknowledges that the BTA Student/Graduate has read the Agreement and fully understands its terms and conditions, and has accepted it freely and without any influence, and agrees that if any portion of the terms hereof is held to be invalid, the balance of the terms and conditions of this Agreement shall continue in full force and effect. The Corporation hereby informs the BTA Student/Graduate of their right to obtain independent legal advice with respect to this Agreement. In the event that the BTA Student/Graduate enters into this Agreement without obtaining independent legal advice, the BTA Student/Graduate agrees that the BTA Student/Graduate will have done so voluntarily and without any undue pressure and the BTA Student/Graduate agrees that any such failure to obtain independent legal advice shall not be used by the BTA Student/Graduate as a defence to the enforcement of their obligations hereunder.
Program Agreement, Chargebacks and Payment Security
26. The BTA Student/Graduate understands that Training with the Corporation requires a full pay option or payment plan option (unless otherwise agreed upon between the Corporation and BTA Student), which includes applicable taxes. Fees include all instruction and Training materials. The remaining balance is due according to the payment schedule determined at the time that this Agreement is entered into.
27. If BTA Student/Graduate uses the multiple-payment plan to make payments to the Corporation, the Corporation shall be authorized to make all charges on or around the time they are due and not require separate authorization in order to do so. BTA Student/Graduate shall not make any chargebacks to Corporation’s account or cancel the credit card that is provided as security without the Corporation’s prior written consent, or in the case of a lost or stolen credit card on immediate notice to the Corporation with replacement credit card particulars being provided as soon as reasonably possible. BTA Student/Graduate is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. BTA Student/Graduate shall not change any of the credit card information provided to the Corporation without notifying Corporation in writing in advance.
28. BTA Student/Graduate further understands and agrees that, if, for any reason, the BTA Student/Graduate chooses to cancel their Training, the BTA Student/Graduate understands that the BTA Student/Graduate needs to submit a written request within 10 days of their purchase date to receive a full refund of the Training tuition (and the BTA Student/Graduate agrees to return all of the Training Materials, Blocks, plus any bonus materials in their original packaging in re-saleable condition). The BTA Student/Graduate understands that no refunds will be processed for cancellations after 10 days.
29. Refund requests that do not include the return of all of the original components, bonuses, and packaging will be honoured minus the value of the components not received and minus a 25% fee based on the entire amount of the purchase price paid to cover administration overhead, bank, merchant and service fees. There is no refund value for postage, shipping, and handling. In addition to the above, refunds will be processed minus the value of any of the products, program materials kept, used or consumed.
General Provisions
30. BTA Student/Graduate understands and agrees that once signed by the BTA Student/Graduate, this Agreement is binding and enforceable in accordance with its terms and conditions. The BTA Student/Graduate agrees that any breach of their obligations under this Agreement will cause irreparable harm to the Corporation. Therefore, in addition to any remedies available at law, Corporation shall have the right to seek equitable remedies to enforce this Agreement without necessity of posting a bond as security. Any provision of this Agreement found to be invalid, unenforceable, or prohibited by law shall be ineffective only to the extent of such invalidity or unenforceability without invalidating the rest of this Agreement.
31. The Corporation is not responsible in any manner for any potential or actual loss resulting in the use of the information presented through Training. No promise or guarantee by the Corporation to the BTA Student/Graduate of income or results is made or implied.
32. This Agreement supersedes and replaces all former agreements whether oral or written between the parties and any and all such former agreements are declared null and void. The parties acknowledge that this Agreement constitutes the entire Agreement between them. This Agreement shall be binding upon and will enure to the benefit of the successors and assigns of the parties hereto.
33. If a court declares any provision of this Agreement invalid, illegal or unenforceable, this Agreement shall continue in full force and effect with respect to all other terms and provisions contained herein. All rights and remedies under such other provisions shall survive any such declaration.
34. This Agreement shall be governed by the laws of the Province of Manitoba, Canada and the parties hereto attorn to the exclusive jurisdiction of the Courts of Winnipeg, in Manitoba to determine the interpretation of this Agreement and any dispute of the parties hereunder.
35. In no event shall the Corporation be liable to the BTA Student/Graduate under any action or cause of action for any indirect, general, special, consequential or other damages, loss of profit, loss of business, consequential or punitive damages, even if the Corporation has notice of the possibility of such loss or damages. The Corporation's maximum liability under this Agreement in contract, tort or otherwise, for damages to the BTA Student/Graduate or to any third party arising from this Agreement or from implementation of the Fluid Isometrics System or Block Therapy instruction shall not exceed in the aggregate, the fees paid to the Corporation by the BTA Student/Graduate pursuant to this Agreement.
36. The Corporation and the BTA Student/Graduate waive any right to trial by jury in any action or proceeding based on, pertaining to, or connected with this Agreement.
37. The Corporation shall have the right from time to time to update the rules, rights, restrictions, privileges and scope concerning the use of Confidential Information, the Marks, the Materials and its claim to copyright in Materials produced by the Corporation and best practices to be followed by all BTA Students/Graduates for the best interests of the Corporation and/or the Block Therapy community of instructors and practitioners. The BTA Student/Graduate understands, consents and agrees to such modifications made by the Corporation to continue to safeguard and protect the Corporation’s legal rights and ownership interest in its intellectual property and to enhance the Block Therapy brand. Notification of such updates shall be communicated by the Corporation by email communication or through an update published on its website.
Notices
38. Any notice approval, consent, information, agreement, request or other communication (hereinafter referred to as a “Notice”) to be given under or in connection with this Agreement shall be in writing and shall be given by personal delivery or by email communication as follows:
To the BTA Student/Graduate:
FIRST NAME:
LAST NAME:
EMAIL ADDRESS:
STREET ADDRESS:
CITY:
STATE/PROVINCE:
ZIP/POSTAL CODE:
COUNTRY
To the Corporation:
Block Therapy LTD.
801 – 1 Evergreen Place Winnipeg, MB R3L 0E9
Attention: Chief Operating Officer
Email Address: [email protected]
Any Notice, if personally delivered, shall be deemed to have been validly and effectively given and received on the date of such delivery and if sent by email communication with confirmation of transmission, shall be deemed to have been validly and effectively given and received on the day next following the day it was received.
39. This Agreement may be signed by electronic or digital signatures in addition to wet ink execution, all of which are hereby authorized and consented to by the parties and this Agreement being executed in counterpart shall together constitute one and the same agreement. Communication of execution of this Agreement is hereby permitted to be made by each party to the other through electronic means over the internet.
SCHEDULE “A” Block Therapy Instructor
NOTE- If you intend to take training to become a Block Therapy Instructor please sign and date where indicated below.
Training Description
The Corporation’s Training and training program for the Fluid Isometrics System (the “Training”), leading to a certificate of completion, will introduce the BTA Student to the knowledge needed to begin teaching the Fluid Isometrics System making use of Block Therapy.
The Training may include one or more of the following and such additional items and areas of required knowledge from time to time as determined by the Corporation in its discretion:
Training Prerequisites:
To enroll in the Block Therapy Instructor Training the BTA Student must:
Certification Requirements:
The BTA Student must participate in and complete all online Training offered by the Corporation including anatomy instruction and Block Therapy instruction (failure to participate in and complete all course sessions may result in a grade of incomplete certification);
Participate in and complete student teaching, then prepare and submit to the Corporation video evidence of the BTA Student teaching Block Therapy to one or more students for review by the Corporation. The BTA Student will be given three opportunities to achieve a passing grade, after which, if the BTA Student does not do so, the Corporation will assign to the BTA Student, if it has not already done so, a Corporation approved coach to assist the BTA Student at an additional cost to the BTA Student, such cost to be mutually agreed upon by the Corporation and the BTA Student, failing which the obligations of the Corporation hereunder shall cease.
Show proficiency in the teaching method and attain a pass on student teaching video evaluation as reflected above.
The BTA Student/Graduate agrees to solely and exclusively use the Block Buddy or Block Baby or any other approved therapeutic tools developed by the Corporation from time to time when practicing and teaching Fluid Isometrics through Block Therapy.
The BTA Student prior to certification as a BTA Graduate shall inform any client prior to performing any instruction in Block Therapy that the BTA Student is a student and not yet certified to teach or instruct in Block Therapy. In addition, the BTA Student agrees to not charge for any Block Therapy services performed until the BTA Student is certified as a Block Therapy Instructor BTA Graduate.
The BTA Graduate agrees to ensure that the BTA Graduate’s own clients solely and exclusively use the Block Buddy, Block Baby or Block Paddle or any other approved therapeutic tools developed by the Corporation from time to time when attending a Block Therapy class.
Dated: February 10, 2025
(Note if the BTA Student/Graduate is under the age of 18 years of age (majority), this Agreement must be co-signed by the minor’s parent or legal guardian)
(BTA Student to sign below)
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Signed by Block Therapy LTD. per Penka Thompson TITLE: Chief Operating Officer and Authorized Signatory Signed On: February 5, 2025
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Document Name: BTA Agreement - Instructor Certification
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