TERMS AND CONDITIONS FOR 9D FACILITATOR

IMPORTANT – READ CAREFULLY

These Terms of Service (“Agreement”) are a legal agreement between the Facilitator (“you” or “your”) and 9D Management Services LLC, a company registered in the USA (Company Number: 2023-001368430), with its registered office at 30 North Gould Street, 28704, Sheridan, WY 82801, United States (hereinafter referred to as “9D Management,” “we,” “us,” “Company,” or “Platform”).

For purposes of this Agreement, the term “Facilitator” refers to any individual who has purchased the 9D Breathwork training. Within this group, a Certified Facilitator is someone who has successfully completed both the training and certification requirements.

9D Management is the owner and operator of the https://9dbreathwork.com/ website and related web applications (collectively, the “Platform”), which provide a masterfully crafted sound and breathwork experience designed to facilitate life-changing transformational journeys. The 9D Breathwork experience may include:

9D Multi-Dimensional Sound Experiences

Binaural Brain Entrainment

Solfeggio Frequencies

Isochronic Brainwave Tones

432Hz Harmonic Tuning

Somatic Breathwork

Subliminal Hypnotic Therapy

Guided Coaching

Bioacoustics Sound Effects

9D Journeys

(collectively, the “Services”).

By accessing or using the Services as a Facilitator, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not access or use the Services.

The Company reserves the right to amend or terminate this Agreement and/or suspend your access to the Services at any time, with or without cause. The Company may also modify, update, or remove any part of the Services, including but not limited to content, features, and tools, at its sole discretion and without prior notice.

DOCUMENTS INCLUDED IN THIS AGREEMENT -The following documents are incorporated by reference and form part of this Agreement:

9D Management’s Brand Guidelines - Certified Facilitator Brand Guidelines-2.pdf

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

A. “Authorized Equipment” – Official 9D Management-branded headphones and hardware purchased directly from 9D Management.

B. “Educational Materials” – All training materials, presentations, guides, and content provided through the Platform.

C. “Journey Library” – All standard and voiceless journey content accessible through the Platform.

D. “Platform” – The https://9dbreathwork.com/ website and all related web applications.

E. “Facilitator” and “9D Management” – Referred to individually as a “Party” and collectively as the “Parties.”

2. PURPOSE OF 9D BREATHWORK

A. Core Methodology

9D Breathwork integrates advanced breathwork techniques with a multi-dimensional sound experience. This may include:

Binaural brain entrainment

Isochronic tones

Solfeggio frequencies

432Hz harmonic tuning

Somatic breathwork

Subliminal hypnotic therapy

Guided vocal coaching

Bioacoustic sound effects

B. Intended Outcomes

This holistic approach is designed to:

i. Transform internal blocks and release trapped energy.

ii. Induce a hypnotic state to deepen meditation and emotional release.

iii. Facilitate healing by working with both the subconscious mind and the body’s innate intelligence.

C. Business Model and Purpose

The business model and overall purpose of 9D Breathwork include, but are not limited to:

i. Delivering immersive breathwork journeys and soundscapes both online and in physical settings.

ii. Marketing 9D Breathwork kits featuring specialized audio equipment to facilitate.

iii. Coaching and training certified 9D Facilitators.

iv. Offering monthly subscriptions for access to a comprehensive library of soundscapes and guided journeys.

v. Cultivating an online community for users to connect and share experiences.

vi. Selling individual breathwork journeys for personal use.

3. LICENSING AND MEMBERSHIP

A. Licencing Options

i. Facilitators may choose from the following Licencing plans:

● Monthly Licence – The monthly Licence fee is billed automatically on a recurring monthly basis, unless cancelled in accordance with this Agreement.

● Annual Licence (12-Month Upfront) – The Facilitator may alternatively pay upfront for twelve (12) months of access. This amount will be automatically rebilled at the end of each twelve (12) month term, unless cancelled in accordance with this Agreement.

B. Benefits

Payment of either subscription option grants the Facilitator access to the following services and benefits:

i. License to 9D Library – Unlimited access to the growing repository of resources, techniques, and training materials within the 9D Library.

ii. Weekly Community & Educational Calls – Participation in weekly live calls with fellow facilitators and members of the 9D Team, providing ongoing training, insights, and peer support.

iii. Private 9D Community Access – Full access to the exclusive 9D Private Community for networking, collaboration, and knowledge-sharing with other facilitators and 9D Breathwork

practitioners.

iv. Library Expansion – Ongoing updates and new additions to the 9D Library journey library, ensuring continuous access to the latest tools, resources, and breathwork techniques.

v. 9D Branding licence - Access to 9D marketing material, the title of “Verified 9D Facilitator” and the right to use such language and branding in customer facing marketing materials

C. Payment Information

i. The Facilitator is responsible for maintaining accurate and up-to-date payment information at all times.

ii. Failure to do so may result in suspension or termination of access to subscription benefits.

D. Freeze & Pause Policy

i. Overview

9D understands that facilitators may need temporary flexibility from time to time. This policy outlines two options Freeze and Pause available to active facilitators..

ii. Freeze (Payments and Library Access Frozen)

● A Freeze stops both payments and access to the Licensed Library.

● Facilitators still have access to the 9D Community and communications but cannot use or deliver any 9D content during the Freeze period.

Up to three (3) months per calendar year can be used, together or in separate periods.

● When the Freeze ends, access and payments automatically resume on the next billing date.

● A Freeze must be requested in writing and approved by the 9D Admin Team before the next payment is due.

iii. Pause (Payments Paused, Access Retained)

● A Pause stops payments but allows full access to all the Licensed Library.

● Facilitators may continue hosting sessions and using 9D resources.

● Up to three (3) months per calendar year can be used, together or in separate periods.

● When the Pause ends, billing automatically resumes on the next scheduled payment date.

● A Pause must be requested in writing and approved by the 9D Team before the next payment is due.

iv. Conditions

● Unused months do not carry over.

● 9D reserves the right to approve, deny, or modify Freeze or Pause requests based on account standing, compliance, or operational needs.

4. ROLE OF THE FACILITATOR AND AUTHORIZED EQUIPMENT REQUIREMENTS

A. Role of the Facilitator

i. As a Facilitator, you play a vital role in guiding individuals and groups through 9D Journeys and techniques designed to enhance physical, mental, and emotional well-being.

ii. Your responsibilities include, but are not limited to:

● Educating participants about the principles, benefits and techniques of 9D Breathwork.

● Guiding participants in understanding breathing patterns and their influence on physical, mental, and emotional states.

● Creating and maintaining a safe, supportive environment for participants to explore their breathwork and any associated emotions or experiences that arise during sessions.

B. Authorized Equipment Requirements

i. Facilitators must exclusively use Authorized Equipment for all 9D Journey facilitations.

ii. The Facilitator is responsible for maintaining Authorized Equipment in good working order.

C. Warranty Replacement Policy

i. Licensing Status – All licensing payments must be in good standing to qualify for warranty replacement.

ii. Warranty Period – Coverage is valid for twelve (12) months from the date of purchase.

iii. Coverage – Warranty applies only to manufacturing defects.

iv. Replacement – Defective Authorized Equipment will be replaced free of charge within the warranty period.

v. Shipping Costs – Shipping costs for the replacement will be covered by 9D Management.

D. Warranty Conditions

i. Proof of Purchase – Original proof of purchase is required for all warranty claims.

ii. Condition of Equipment – Warranty is void if equipment shows signs of misuse, neglect, or improper handling.

iii. Non-Transferable – Warranty applies only to the original purchaser and cannot be transferred.

iv. Authorized Channels – Warranty is valid only for equipment purchased directly through authorized 9D Management channels.

E. Use of Unauthorized Equipment

i. The use of unauthorized equipment is strictly prohibited.

ii. Such use constitutes a material breach of this Agreement.

5. NON-TRANSFERABILITY OF MEMBERSHIPS AND KITS

A. Memberships

i. All memberships, including Certification and any associated benefits or credentials, are personal to the original purchaser and strictly non-transferable.

ii. Memberships and Certifications may not be sold, assigned, gifted, shared, sublicensed, or otherwise transferred to any other individual or entity under any circumstances.

B. Kits and Equipment

i. Any 9D Kits or equipment provided as part of a membership are intended solely for the use of the original purchaser.

ii. Resale, transfer, rental, or assignment of kits or equipment to any third party is expressly prohibited unless approved in writing by 9D Management.

C. Kit buy back Option

i. If a Facilitator chooses to stop facilitating, they must complete an offboarding call with their assigned Success Manager prior to their account being closed. On this call the facilitator will have the opportunity to sell back their kit to 9D Management services

E. Consequences of Violation

i. Any attempt to transfer, assign, or resell a membership, Certification, kit, or related equipment in violation of this Agreement constitutes a material breach and will result in:

● Immediate suspension or termination of the Facilitator’s access to all 9D Management services, subscriptions, and certifications, without refund; and

● Potential legal action to enforce the Company’s rights, recover damages, and protect its intellectual property.

F. Exceptions and Approved Transfers

i. In exceptional circumstances, a Facilitator may submit a written request for transfer or reassignment consideration to 9D Management.

ii. 9D Management may, at its sole discretion, approve a transfer or reassignment upon review. Such approval must be documented in writing and may require:

● Proof of purchase and compliance with Company policies;

● Payment of a transfer or administration fee (if applicable); and

● Confirmation of eligibility of the recipient for Certification or Membership.

6. FACILITATOR’S RELATIONSHIP WITH 9D MANAGEMENT

Integrity and transparency are the cornerstones of the relationship between Facilitators and 9D Management.

A. Services Provided to Facilitators

i. 9D Management provides Facilitators with access to valuable resources, including but not limited to: the 9D Licensed Library content (“Content”), the 9D Facilitators’ Community, and dedicated support services.

B. Commercial Use Requirement

i. Streaming or delivering 9D Licensed Library content for commercial use is permitted only when using official 9D Management headsets purchased directly from 9D Management.

C. Independent Facilitator Status

i. Facilitators are independent practitioners and not employees of 9D Management.

ii. By engaging with 9D Management, you acknowledge and agree that:

● You are not entitled to employment benefits, compensation, or protections typically afforded to employees.

D. Disclaimer – Facilitator/Client Relationships

i. 9D Breathwork and its management team assume no responsibility or liability for your relationships with clients. All facilitation services, interactions, communications, and outcomes are solely between you (the facilitator) and your clients.

ii. 9D Breathwork has no obligation to address, mediate, or resolve client concerns, disputes, complaints, or claims arising from your facilitation.

iii. Facilitators are independently responsible for their professional conduct, client management, and the results of their services.

iv. By engaging as a facilitator, you further acknowledge and agree that:

● 9D Breathwork is not a party to your agreements, understandings, or dealings with clients.

● 9D Breathwork has no duty to respond to or handle client complaints regarding your services.

● You bear full responsibility for any issues, claims, or liabilities connected to your facilitation.

● You must not represent or imply to clients, directly or indirectly, that 9D Breathwork is responsible for, guarantees, or oversees your services. Any such misrepresentation will be

treated as a breach of your facilitator agreement and may result in immediate termination of your facilitator status.

E. Equipment and Licensing Requirements

“Facilitators must comply with all equipment and licensing requirements outlined in Section 7 of this Agreement.”

7. OBLIGATIONS OF FACILITATOR

The Facilitator agrees to use the Services provided by 9D Management solely for lawful purposes, in compliance with this Agreement, and in accordance with all Company policies and guidelines issued from time to time. The Facilitator accepts full responsibility for their use of the Platform and Services, including any outcomes or consequences arising therefrom.

A. Confidentiality and Compliance

i. The Facilitator shall maintain the strict confidentiality of all information related to the Services,

Content, and Facilitators’ Community. Such information may not be disclosed to third parties without prior written consent from 9D Management.

ii. The Facilitator must comply with all Company communication and messaging guidelines. Any deviation requires prior written approval.

iii. The Facilitator shall act with integrity, representing 9D Management in a professional and truthful

manner, and must not make false, misleading, or unverified claims about the Company, its products, or its Services.

B. Professional Conduct and Communication

i. All customer and community engagement must be conducted using approved communication channels and tools provided by 9D Management.

ii. The Facilitator must comply with all applicable laws and regulations, including consumer protection, advertising, and data privacy laws.

iii. The Facilitator shall demonstrate respect and professionalism toward users, community members, and customers at all times. Disparaging, offensive, or insulting behavior will not be tolerated.

iv. Discrimination on the basis of race, ethnicity, religion, gender, sexual orientation, disability, or any other protected category is strictly prohibited.

v. Harassment of any kind, including bullying, stalking, or behavior that causes discomfort or creates an unsafe environment, is prohibited.

vi. Facilitators must engage constructively, avoiding aggressive, offensive, or harmful language.

vii. In the event of disagreements or conflicts, the Facilitator is responsible for resolving matters professionally and respectfully.

viii. The Facilitator is responsible for ensuring that any media, content, or information shared within the Facilitators’ Community or with users aligns with the values and standards of 9D Management.

C. Authorized Equipment Use

i. All 9D Journeys must be delivered using Authorized Equipment (including 9D Management headsets).

ii. Authorized Equipment must only be used for the delivery of official sessions and Services.

D. Brand Identity and Social Media Obligations

i. Facilitators must comply with all 9D Brand Guidelines, including the use of approved fonts, brand colors, and visual assets.

ii. The use of “9D Breathwork” (or variations thereof) in domain names, websites, business names, social media handles, or branding is strictly prohibited. The Facilitator acknowledges that “9D

Breathwork” is a registered trademark of 9D Management Reg. No. 98152824 (USA) 018907110 (EU) 2375515 (AUS) and agrees not to use it in any manner that may cause confusion, dilution, or misrepresentation.

iii. Facilitators acknowledge that all naming conventions, branding, and intellectual property rights belong exclusively to 9D Management.

E. Educational Materials Usage

i. Access to Educational Materials is granted for personal use only and is strictly non-transferable.

ii. Repurposing, reproducing, distributing, or commercializing Educational Materials is prohibited.

iii. Exception: The 12-week program materials, specifically designated presentation slides, may be reproduced and used solely within the intended scope of the program and not to be used as a course.

F. Journey Library Restrictions

i. Journey Library content may be used exclusively for live facilitation, either in person or online.

ii. Recording, embedding, reproducing, or incorporating Journey Library content into other courses, products, or materials is strictly prohibited.

iii. Restrictions apply equally to both standard and voiceless Journey Library content.

G. Financial and Health Representations

i. Facilitators must not make financial guarantees or claims of earnings potential.

ii. All marketing materials must include a disclaimer that advertised results are not necessarily typical and may vary by individual .

iii. Facilitators must not represent or imply that 9D Breathwork is a cure, treatment, or substitute for professional medical, psychiatric, or psychological care.

iv. Facilitators may not make claims regarding the prevention, diagnosis, or treatment of any physical or mental health condition.

v. Participants must be advised that 9D Breathwork is a transformational wellness practice and is not intended to replace medical or mental health services provided by licensed professionals.

H. Platform Usage Requirements

i. All 9D Journeys must be facilitated exclusively through official platforms owned and operated by 9D Management.

ii. Use of unauthorized platforms, third-party services, or downloaded/stored versions of content is strictly prohibited.

iii. Journey content may not be reproduced, downloaded, transferred, or stored on external devices or platforms.

iv. Facilitators must access the Platform only through their authenticated login credentials.

v. Any violation of these Platform usage requirements constitutes a material breach of this Agreement.

8. FACILITATORS’ COMMUNITY GUIDELINES

Participation in the Facilitators’ Community is a privilege and requires adherence to the following standards. By engaging in the Community, Facilitators agree to uphold these guidelines at all times.

A. Respect and Support

i. Treat all staff and members with courtesy and professionalism.

ii. Offer constructive feedback and support when appropriate.

iii. Maintain respectful conduct in all interactions.

iv. Avoid disparaging remarks about other members, their practices, or their facilitation methods.

B. Content Sharing

i. Share only content that is relevant, appropriate, and aligned with the values of 9D Management.

ii. Respect intellectual property rights; do not share copyrighted materials without permission.

iii. Obtain explicit consent before sharing another member’s content outside the Community.

iv. Ensure that all shared content contributes positively to the Community environment.

C. Communication Standards

i. Use clear, professional, and respectful language.

ii. Refrain from engaging in controversial or divisive topics unrelated to breathwork.

iii. Maintain the confidentiality of private discussions within the Community.

iv. Report any concerning behavior or violations of these guidelines to the administrators promptly.

D. Collaboration and Engagement

i. Participate positively and constructively with fellow facilitators.

ii. Share experiences, knowledge, and best practices to foster growth.

iii. Support the development and well-being of the Community as a whole.

iv. Engage in Community events, discussions, and initiatives when possible.

E. Content Usage Rights

i. By posting in the Community, members grant 9D Management a non-exclusive, royalty-free, worldwide license to use, reproduce, and publish such content for promotional and marketing purposes.

ii. This may include, but is not limited to, testimonials, success stories, engagement posts, and screenshots of community activity.

iii. Members acknowledge and agree that such use may occur without additional compensation or prior approval, provided that it is consistent with 9D Management’s brand values and professional standards.

9. PAYMENT TERMS

A. Due Date

i. Licence fees are due and payable on the applicable renewal date (monthly or annual, depending on the agreed licence plan).

B. Non-Refundable Fees

i. All subscription fees are strictly non-refundable.

C. Non-Payment

i. Failure to make timely payment may result in immediate suspension or cancellation of access to the Services.

D. Approved Methods

i. Payments must be made through the approved payment methods designated by 9D Management.

E. Late Payments

i. Late payments may result in service interruption until the account is brought current.

REFUND POLICY

A. No Partial Refunds

i. Refunds will not be issued for partial months or unused portions of service.

B. Cancellation Notice

i. Subscription cancellations must be submitted with a minimum of thirty (30) days’ written notice prior to the renewal date.

C. Courses and Equipment

i. All course fees and equipment purchases are non-refundable, except where a refund is expressly granted at the sole discretion of 9D Management.

10. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

A. Ownership of Intellectual Property

The Facilitator acknowledges and agrees that 9D Management retains all ownership rights, title, and interest in and to all intellectual property. The name “9D Breathwork” and associated logos, marks, and brand identity are registered trademarks of 9D Management.

Nothing in this Agreement shall be construed as transferring any ownership rights, licenses, or interests to the Facilitator other than the limited rights of use expressly granted herein.

B. Scope of Intellectual Property Rights

“Intellectual Property Rights” (IPR) of 9D Management include, without limitation:

i. 9D Experiences and Programs – 9D Multi-Dimensional Sound Experiences, Binaural Brain Entrainment, Solfeggio Frequencies, Isochronic Brainwave Tones, 432Hz Harmonic Tuning, Somatic Breathwork, Subliminal Hypnotic Therapy, Guided Coaching, Bioacoustic Sound Effects, and all 9D Journeys and programs introduced by the Company.

ii. Course Content – Written, audio, video, or interactive materials including lesson plans, scripts, presentations, and exercises.

iii. Instructional Materials – Documents, worksheets, handouts, and manuals provided as part of the course.

iv. Graphics and Images – Diagrams, illustrations, logos, branding assets, and other visual elements.

v. Techniques – Proprietary methods, approaches, exercises, or practices taught within the course.

vi. Company Strategies – Proprietary ideas, concepts, methodologies, and strategies developed by 9D Management for program delivery.

The Facilitator must acknowledge 9D Management’s ownership of these IPRs in all client interactions.

C. Restrictions on Use

The Facilitator shall not:

i. Copy, reproduce, or redistribute any Content.

ii. Modify, adapt, or create derivative works from any Content.

iii. Remove or obscure copyright or proprietary notices.

iv. Attempt to reverse engineer, decompile, or otherwise interfere with the Platform or its content.

D. Protection of Educational Materials

i. All Educational Materials are protected by intellectual property rights.

ii. Unauthorized reproduction, distribution, or modification is strictly prohibited.

iii. Each violation shall be treated as a separate and material breach, subject to penalties and remedies available under law.

E. Journey Library Protection

i. All Journey Library content is proprietary and protected intellectual property.

ii. Use is strictly limited to live facilitation (in-person or online).

iii. Recording, reproduction, embedding, or incorporation of Journey Library content into other materials is strictly prohibited.

iv. These restrictions apply equally to both standard and voiceless Journey Library content.

F. Equipment and Branding Protection

i. All 9D Management branding elements (including logos, marks, trade dress, and visual identity) are protected intellectual property.

ii. Facilitators must comply with all brand guidelines in their use.

iii. Any unauthorized use constitutes infringement and a material breach of this Agreement.

G. Confidential Information

i. Definition – “Confidential Information” means all non-public information relating to the Company’s business, products, services, and clients, whether disclosed orally, in writing, electronically, or visually, including but not limited to:

i. Definition – “Confidential Information” means all non-public information relating to the Company’s business, products, services, and clients, whether disclosed orally, in writing, electronically, or visually, including but not limited to:

● 9D Breathwork program and course content (lesson plans, scripts, presentations, exercises).

● Audio, video, and interactive training material.

● Proprietary methods, approaches, exercises, and practices.

● Visual assets including diagrams, illustrations, logos, and branding elements.

● Research, development, product plans, technical data, trade secrets, know-how, processes, and formulas.

● Customer lists, customer information, financial data, business strategies, and marketing plans.

● Any other proprietary information disclosed or accessed during the Facilitator’s engagement.

ii. Exclusions – Confidential Information does not include information which the Facilitator can demonstrate:

● Was publicly available prior to disclosure by the Company;

● Became publicly available without breach of this Agreement;

● Was already lawfully in the Facilitator’s possession without confidentiality obligations at the

time of disclosure; or

● Was independently developed without reference to the Company’s confidential Information.

H. Obligations of Confidentiality

i. The Facilitator shall keep all confidential Information in strict confidence and not disclose it to any third party without prior written consent from 9D Management.

ii. The Facilitator shall not use confidential Information for any purpose other than performing their role under this Agreement.

iii. The Facilitator acknowledges that trade secrets, methodologies, techniques, processes, know-how, and documentation related to current or future 9D Journeys shall be treated as Confidential Information, regardless of when disclosed.

iv. The Facilitator expressly agrees not to imitate, copy, or edit the Company’s Breathwork Journeys, regardless of jurisdictional considerations.

11.TERMINATION

A.. 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 of this Agreement, including but not limited to non-payment, unauthorized use of intellectual property, or violation of confidentiality obligations.

ii. Termination Without Cause – By providing thirty (30) days’ prior written notice to the Facilitator, at the sole discretion of the Company.

iii. No Refunds – Termination by the Company does not entitle the Facilitator to a refund of any fees already paid.

B. Termination by Facilitator

The Facilitator may terminate this Agreement by providing thirty (30) days’ written notice to the Company. Upon termination, the Facilitator must:

i. Settle all outstanding fees owed to the Company prior to the effective date of termination.

ii. If a Facilitator chooses to terminate their licence or cease facilitating under 9D Management, they must complete an offboarding call with their assigned 9D Success Manager. During this call, 9D Management will confirm cancellation, arrange the buy-back and/or collection of any 9D Kits, and ensure the account is properly closed.

C. Post-Termination Obligations

Upon termination of this Agreement, the Facilitator shall:

i. Cease Use – Immediately cease all use of the Company’s materials, Content, and Services.

ii. Remove Branding – Discontinue use of, and remove, all branding, trademarks, and identifiers associated with 9D Management.

iii. Confidentiality – Continue to maintain the confidentiality of all Confidential Information, as defined in this Agreement.

iv. Return Assets – Return any equipment, devices, or assets provided by the Company upon request.

12. CONSEQUENCES OF BREACH OF AGREEMENT

A. General Breach

In the event of a breach of this Agreement by the Facilitator — including but not limited to intellectual property infringement, unauthorized use of materials, misuse of branding, or violation of confidentiality — the Company reserves the right to:

● Immediately suspend or terminate the Facilitator’s access to all Company materials and resources without prior notice.

● Pursue legal action to recover damages for harm caused by the breach.

● Seek injunctive relief or any other equitable remedy available under applicable law.

The Facilitator agrees to indemnify and hold harmless the Company from any losses, damages, liabilities, or expenses (including legal fees) incurred as a result of such breach.

B. Consequences of Termination

Upon termination of this Agreement (whether by breach or otherwise), the Facilitator shall:

● Immediately lose all access rights to the Platform, Services, and Content.

● Cease all use of Company materials.

● Return or destroy all Confidential Information.

● Remove all 9D Management branding from marketing materials, platforms, and communication channels.

C. Financial Consequences of Breach

In addition to termination of access, the following financial consequences apply:

● Forfeiture of any pending or future commissions.

● Liability for damages incurred by the Company as a result of the breach.

● Responsibility for all legal costs, including attorneys’ fees, associated with enforcing this

Agreement.

D. Specific Breach CategoriesBreach

i. Unauthorized Recording or Distribution

● Immediate termination of this Agreement.

● Legal action for damages.

● Monetary penalties, with each unauthorized use, reproduction, or distribution constituting a separate violation.

ii. Brand Misuse

● Issuance of cease-and-desist orders.

● Imposition of financial penalties.

● Requirement for public correction or retraction.

iii. Community Violations

Progressive disciplinary action, including:

● Warning notices

● Temporary suspension

● Permanent removal from the Community

iv. Equipment Misuse

● Invalidation of warranty coverage.

● Termination of technical support.

● Possible legal action if misuse results in damage to the Company’s rights or reputation.

v. Multiple Violations

● Permanent ban from all Company programs.

● Placement on an internal or industry-wide blacklist.

● Notification of relevant industry bodies or authorities.

E. Enforcement

9D Management reserves the right to pursue all available legal remedies under applicable law.

The Facilitator acknowledges that monetary damages may be insufficient to remedy a breach, and agrees that the Company may seek injunctive relief (temporary or permanent court orders) to prevent further violations.

The Facilitator shall be liable for all legal costs and expenses incurred by the Company in connection with enforcing this Agreement.

13. OBLIGATIONS OF 9D MANAGEMENT

A. Provision of Services

9D Management shall provide the Facilitator with the resources, materials, and support reasonably required to perform their duties effectively. This includes access to training, educational materials, and technical assistance.

B. Payment of Commissions

9D Management agrees to pay affiliate commissions, where applicable, in accordance with the terms and conditions set out in this Agreement. Payments shall be made promptly and in good faith.

C. Communication and Support of Services

9D Management shall maintain open and professional communication channels with the Facilitator, providing ongoing support, updates, and guidance necessary to ensure the effective delivery of Services.

D. Fair Treatment

9D Management shall treat all Facilitators fairly, in good faith, and without discrimination or favoritism. The Company shall not engage in conduct that could reasonably be construed as unfair, unethical, or prejudicial.

E. Compliance with Laws and Regulations

9D Management shall comply with all applicable laws, regulations, and industry standards governing the provision of its Services and its relationship with Facilitators.

F. Changes to Terms

9D Management reserves the right to modify or update this Agreement, including the terms and conditions governing the Services, at any time. It is the responsibility of both Facilitators and Users to remain informed of and comply with any such changes.

G. Termination of Agreement

In the event of termination of this Agreement for any reason, 9D Management shall:

● Provide the Facilitator with Written Notice of Termination.

● Settle any outstanding payments or obligations due to the Facilitator in accordance with this Agreement.

Definition of Written Notice

“Written Notice” refers to a formal communication between the Parties explicitly stating the termination of the Agreement. Written Notice must:

i. Be documented in writing;

ii. Be delivered by email to [email protected]

iii. Include the effective date and reason for termination; and

iv. Provide any relevant instructions or actions required of the Parties to conclude the Agreement.

14. LIMITATION OF LIABILITY

A. Exclusion of Certain Damages

To the maximum extent permitted by law, in no event shall 9D Management, its affiliates, officers, directors, employees, agents, or licensors be liable for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind.

This includes, without limitation, damages for:

● Loss of profits

● Business interruption

● Loss of data

● Loss of goodwill.

whether based on breach of contract, breach of warranty, tort (including negligence), strict liability, or otherwise, arising out of or in connection with the Facilitator’s use of the Platform or Services.

B. Limitation of Liability

The Company’s maximum aggregate liability under this Agreement shall not exceed the total fees actually paid by the Facilitator to the Company during the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation shall not apply in cases of willful misconduct or intentional wrongdoing by the Company. Each claim brought under this Agreement shall be treated as a separate and distinct matter.

C. Indemnification by Facilitator

The Facilitator agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

i. Any breach of this Agreement by the Facilitator;

ii. Any violation of applicable law, rule, or regulation by the Facilitator; or

iii. Any third-party claim arising from the Facilitator’s actions, representations, or omissions in the course of providing services.

15. DISCLAIMER OF WARRANTIES

A. General Disclaimer

The Platform and Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

To the fullest extent permitted by law, 9D Management expressly disclaims all warranties, representations, and conditions, including but not limited to:

i. Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;

ii. Warranties that the Platform or Services will be uninterrupted, error-free, secure, or free of harmful components;

iii. Warranties regarding the accuracy, reliability, or completeness of any information or content provided.

The Facilitator acknowledges that their use of the Platform and Services is at their sole risk.

16. MODIFICATIONS TO AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, and agreements.

A. Company’s Right to Modify

9D Management may modify or update this Agreement from time to time. Notice of modifications will be provided by one or more of the following methods:

i. At least thirty (30) days’ prior notice to the Facilitator;

ii. Posting the updated terms on the Platform; or

iii. Sending an email notification to the Facilitator.

Continued use of the Platform or Services after the effective date of any modification shall constitute the Facilitator’s acceptance of the updated Agreement.

B. Material Changes

For modifications that constitute material changes, 9D Management will provide:

i. Express consent requirement – Facilitators must expressly accept the revised Agreement before the changes become effective;

ii. Opt-out option – Facilitators who do not accept may opt out by terminating this Agreement in accordance with its termination provisions; and

iii. Grace period – A reasonable grace period (as determined by 9D Management) for the Facilitator to comply with the new terms.

17. GENERAL

A. Waiver

No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall a waiver on one occasion constitute a waiver on any future occasion. Failure by either Party to enforce any provision shall not constitute a waiver of such provision or any other provision.

B. Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be modified to the minimum extent necessary to comply with applicable law while preserving the intent of the Parties. All remaining provisions shall remain in full force and effect.

C. Force Majeure

Neither Party shall be held liable for any failure or delay in performance caused by events beyond their reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, civil unrest, labor disputes, power failures, or other unforeseen circumstances.

The affected Party must promptly notify the other Party of the occurrence and expected duration. Both Parties shall use reasonable efforts to minimize 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. However, 9D Management may assign its rights and obligations under this Agreement at its sole discretion, including as part of a merger, acquisition, or corporate restructuring.

This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.

E. Notices

All notices required or permitted under this Agreement must be in writing. Notices delivered by email shall be deemed received on the next business day following transmission, provided no delivery failure notification is received. Notices may also be delivered by certified mail or courier to the addresses designated by the Parties.

F. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, fiduciary, employment, or joint venture relationship between the Parties. Neither Party has authority to bind the other or act on behalf of the other in any capacity.

18. DISPUTE RESOLUTION AND GOVERNING LAW

A. Dispute Resolution Process

i. Mediation – Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be submitted to mandatory mediation in Wyoming, USA. The Parties shall make good faith efforts to resolve the dispute through mediation.

ii. Arbitration – If mediation does not resolve the matter within a reasonable time, the dispute shall be submitted to binding arbitration in Wyoming, USA, in accordance with the rules of the American Arbitration Association (AAA).

iii. Finality – The arbitrator’s decision shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction in Wyoming, USA

B. Legal Proceedings

i. Notice – In the event that legal proceedings are initiated, the initiating Party must provide written notice to the other Party.

ii. Cooling-Off Period – A thirty (30) day cooling-off period shall apply from the date of such notice, during which the Parties shall attempt in good faith to resolve the issue amicably.

iii. Costs – The losing Party in any arbitration or legal proceeding shall bear all costs, expenses, and reasonable attorneys’ fees incurred by the prevailing Party.

C. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of law provisions.

The Parties agree that any court proceedings permitted under this Agreement (including for enforcement of an arbitration award or for injunctive relief) shall fall under the exclusive jurisdiction of the state and federal courts located in Wyoming, USA.

9D Breathwork, Sheridan, WY 82801