3KEYS HYPNOFERTILITY MEMBERSHIP AGREEMENT
Welcome to the 3Keys Hypnofertility Membership! Please take time to read and understand the terms and conditions in the Membership Agreement (the “Agreement”). This Agreement will apply to you as a member (“Member”) of the 3Keys Hypnofertility Membership program and shall be effective upon your acceptance (the “Effective Date”).
By clicking “I agree,” this Agreement will be a legally binding contract between you and Hypnofertility International, LLC (“3Keys”) a Colorado limited liability company with its address at 1017 South Gaylord Street, Denver, CO 80209.
- 3Keys developed a proprietary method, technique, process, and system to promote fertility, known and trademarked as the “3Keys HypnoFertility Method” or “3 Keys HypnoFertility.” 3Keys owns all rights, title, and interest in those trademarks, and derivations thereof, and all logos, trade dress, service marks and other indicia used in connection therewith (collectively, “Marks“).
- 3Keys is the owner and creator of a training course, seminar, program, and materials to teach, train and certify practitioners in the 3Keys HypnoFertility method (collectively, the “Program”).
- 3Keys offers the Program to hypnosis practitioners, through a membership subscription.
- In connection with developing, creating, and offering the Program, 3Keys has developed, created, and/or acquired certain proprietary information, investment programs, models, confidential information, marketing methods, tangible property, intangible property, intellectual property (e.g., copyrights, Marks, patents, software, applications, website page names, URLs, domain names, links, source code, machine code, executable code) and images (collectively, “Program Property”).
- Member is a hypnosis practitioner who desires to learn the Program and to enroll and purchase a membership subscription in the Program.
NOW, THEREFORE, for $1.00 and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties, intending to be legally bound, hereby agree as follows:
- Subscription; Fees.
(a) Member may purchase one of the following membership subscription plans to participate in the Program:
$999 for 1-year (a 15% discount!)
(b) Member also agrees to pay a one-time registration fee of $333 upon signing up for the Program.
(c) Membership fees are payable in advance, in full, and due upon signing this Agreement.
(d) This Agreement shall commence on the Effective Date and shall end on the last day of the applicable membership term above, unless earlier terminated as set forth elsewhere in this Agreement.
(e) This Agreement shall automatically renew for the same term, unless either party notifies the other, at least 30 days before the term expires, that such party elects not to renew this Agreement.
(f) The registration and membership fees are non-refundable, under any circumstances.
- Program Benefits/Features. As of the Effective Date, 3Keys intends to provide the Program benefits and/or features described on https://hypnofertility.com/join. Member acknowledges and agrees that 3Keys may modify, remove, or add to those benefits, at any time and in its sole discretion.
(a) 3Keys grants to Member a limited, revocable, non-exclusive license to use Program Property in Member’s hypnosis practice to provide fertility assistance (the “Practice”) and to use Program Property to market Member’s Practice.
(b) Member is not granted any right to use Program Property on any other products, merchandise, or for any services or for any other commercial exploitation other than operating and promoting Member’s Practice.
(c) Member shall not assign, sublicense, or otherwise transfer this Agreement or the right to use Program Property to any other person or entity
(d) Other than as may be expressly granted to Member in this Agreement, all Program Property is reserved to 3Keys for its sole use and benefit.
(e) Without the approval of 3Keys, Member shall not use any Program Property in any other business, entity, or tradename, including (without limitation) Member’s own business, facility, corporation or trade name, or internet URL page names or website page names.
(f) Member will observe all directions given by 3Keys as to the use of the Program Property. Before using Program Property, Member shall provide samples of promotional materials to 3Keys, for 3Keys’ approval.
- Quality Control.
(a) Member agrees to operate and promote the Practice pursuant to 3Keys’ guidelines established from time-to-time. Such guidelines include, without limitation, using Marks, materials, and the form and substance of social media marketing and communication (e.g., Twitter, Facebook, and Instagram).
(b) Member agrees not to disclose the contents, reproduce, or distribute copies of the Program Property to anyone except in the ordinary and intended use of such in connection with operating and promoting the Practice.
(c) Although the Practice is independently- and separately- owned and operated, Member shall operate and promote the Practice consistent with the Program’s policies and guidelines, it being the parties intent that the Practice provide services consistent with, and with at least the same quality as, the Program’s guidelines and standards.
(d) Member shall not engage in any which conduct which, in 3Keys’ sole opinion, reflects unfavorably upon 3Keys.
- Training and Assistance. Through the Program, 3Keys provides training and guidance with using hypnotherapy for fertility assistance. Member shall strictly use such training and guidance in its Practice.
- Ownership Of Program Property. Member acknowledges and agrees that 3Keys is the sole and exclusive owner of the Program Property and all the goodwill and value associated therewith. Member further agrees that it will never challenge the validity or ownership of the Program Property or assist or induce another party to do so. Member shall not apply to register any of the Program Property, or claim any right, title, or interest in or to the Program Property (except as may be expressly granted by this Agreement), in any country of the world. Member shall not use any Program Property without 3Keys’ approval (in 3Keys’ sole discretion).
- Limitation of 3Keys Liability. 3Keys shall not be liable for any damages, costs, losses, claims, suits, demands, judgments, liabilities, or the like, resulting from Member’s use of Program Property or the Program, arising out of this Agreement, or resulting from 3Keys’ breach of any obligations under this Agreement.
- Member’s Indemnification. Member hereby agrees to indemnify, defend and hold harmless 3Keys (and its principals, shareholders, members, partners, owners, agents, employees, officers, directors, heirs and assigns) from and against all damages, losses, claims, costs (including reasonable attorneys’ fees), suits, demands, judgments, liabilities, or the like, based on and arising from any of the following: (i) Member’s breach of this Agreement; (ii) Member’s use or marketing of the Program or Program Property; (iii) in connection with establishing and/or operating his/her Practice; and (iv) for any violation of federal, state and local laws, rules, ordinances, requirements, orders, regulations, statutes, and the like (collectively, “Applicable Laws“).
- Termination of Agreement.
(a) Either party may earlier terminate this Agreement by giving written notice to the other Party at least 30 days prior to the effective date of such termination.
(b) If Member breaches any provision of this Agreement (whether or not such breach is minor or material), 3Keys may terminate the Agreement upon 5 days’ notice. A breach includes (without limitation) Member’s misuse of Program Property, Member’s failure to pay the membership fees, Member’s failure to follow Program standards and guidelines, or Member’s insolvency, bankruptcy, assignment for the benefit of creditors, or the like.
- Notice and Opportunity to Cure. 3Keys shall not be deemed in breach of this Agreement unless and until Member first notifies 3Keys of the asserted breach and 3Keys fails to cure such asserted breach within 10 days after receiving such notice (plus such additional reasonable time, if the asserted breach is not reasonably susceptible of cure within 10 days).
- Member’s Obligations Upon Termination. Upon termination of this Agreement, Member shall have no further right to participate in the Program nor receive Program benefits and/or features described herein. Member may, however, continue to use the Program Property in accordance with Section 3 of this Agreement. The terms of Section 3, Section 4, Section 6, Section 7, Section 8, Section 23, Section 24, and Section 25 shall survive termination.
- Availability and Use of the Program. 3Keys intends for certain features of the Program which are available through the Program’s online platform will usually be available 24 hours/day, 7 days/week. However, 3Keys may need to interrupt or suspend Member access for maintenance, technical, or other reasons. Since certain features of the Program may be made available through third-party platforms which are outside the reasonable control of 3Keys, Member may experience interruption or suspension due to outages or downtime of those third-party platforms.
- Entire Agreement and Binding Effect. This Agreement constitutes the entire agreement between Member and 3Keys with respect to using Program Property and membership in the Program. No change, modification, or alteration of the Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. This Agreement shall be binding upon and be to the benefit of the parties and their respective permitted transferees, successors, and assigns.
- No Assignment by Member. Member may not assign or transfer this Agreement, or any of its rights or interests hereunder, in whole or in part.
- Severability; No Waiver. If any part of this Agreement is found invalid or unenforceable by court of law, the remainder of this Agreement shall remain valid and enforceable according to its terms. A waiver of any provision of this Agreement, or of the rights or obligations of the parties, shall not constitute a waiver of any other provision, nor the waiver of such same or similar right or obligation in the future.
- Notices, Consents, Approvals Shall be in Writing. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (i) on the date of personal delivery, (ii) on the date of transmission via email, (iii) on the 3rd day after mailing by United States mail, registered or certified, postage prepaid or (iv) on the next business day after depositing with a nationally-recognized overnight courier (e.g., FedEx), to the party’s respective address set forth elsewhere in this Agreement.
- Governing Law, Jurisdiction and Forum. This Agreement shall be governed by and construed in accordance with the State of Colorado (the “State“). The parties agree that if there is any dispute regarding this Agreement, it shall be resolved in a court of competent jurisdiction in the State. The parties agree to the personal jurisdiction in State courts.
- Attorney’s Fees. If any litigation is commenced concerning this Agreement, the prevailing party shall be entitled to its costs and attorneys’ fees.
- No Construction Against Draftsman; Advice of Counsel. The parties acknowledge that each has been given an opportunity to consult with independent counsel of its own choice prior to executing this Agreement. Each party has significantly participated in the negotiation and drafting of this Agreement, and no canon, rule, or interpretation shall be construed against any draftsperson of this Agreement.
- Counterparts. This Agreement may be executed in one or more counterparts, all of which, when taken together, shall constitute one and the same instrument.
- Authority. Each of the parties hereto represents that he/she is duly authorized to enter into and bind his/her respective party.
- Compliance with Laws. Member shall comply with all Applicable Laws, including (without limitation) those pertaining to the Practice, this Agreement, the limited license granted hereunder, participation in the Program, and use of Program Property.
(a) Member acknowledges and agrees that Member and Practice are separate entities from 3Keys, and that Practice’s operation and its obligations are Member’s sole responsibility.
(b) Except for the Program’s membership fees, neither party has any obligation to provide any financial support to each other for any reason. Any financial support provided by one party is in that party’s sole discretion and shall not create any right in the other party to further financial support. Member shall bear all costs, expenses, and fees in connection with Member and the Practice.
(c) Member shall have sole responsibility for all tax returns and payments required
by any federal, state, or local authority in connection with any of its operations, including its Practice. 3Keys shall not be liable for any tax liability incurred by Member.
- 3 Keys Hypnofertility Guidelines. To foster a safe and consistent learning environment, 3Keys has course guidelines which are set forth at [LINK TO WEB PAGE WITH MEMBER GUIDELINES]. Our guidelines are subject to change from time to time, and at any time.
- Waiver and Release of Liability from Clients. Unless you are a licensed physician in good standing in your Practice’s state, or have other like medical professional licensure/accreditation, you should not hold yourself out to others, nor imply, that you are a medical professional, nor that you treat any illness or disease. We suggest that you obtain from each client a signed Waiver and Release of Liability. We will provide you with a suggested form of such waiver and release upon joining the Program.
By clicking “Accept” or “I agree” below, you agree to be bound by the terms and conditions of this Agreement. If you do not want to agree to these terms, you will not be permitted to join the Program.
Program Benefits and/or Features
- Your professional listing on the 3Keys® HypnoFertility website practitioner’s page.
- A monthly one-hour online group meeting with me where I will provide new information as available, answer your questions, provide practice support (business or client-related) tips, and address other topics of interest as requested—including business and marketing.
- Access to a community of like-minded, creative, balanced individuals whose positive energies and attitudes help to support, encourage, and elevate one another.
- Increased opportunities for referrals.
- “Lynsi Eastburn” and “HypnoFertility” have top SEO “hypnofertility” placement. Your listing on the 3Keys® website elevates your online presence as well.
- Heightened global exposure through ongoing national and international 3Keys® HypnoFertility marketing.
- Opportunities to see private clients referred and directed to you from my online client group sessions.
- 3Keys® certification and permission to use the 3Keys® logo.
- 10% discount (or potentially more) on 3Keys® HypnoFertility-supportive professional development workshops and/or courses.
- You will receive 12 CEUs for your completed 12-hour 3Keys® (re)certification training.
- Ongoing upgrades and revisions to 3Keys® material as they are developed.
- Specific scripts for male-focused infertility and pregnancy.
- Free e-book copies of It’s Conceivable!, The 3 Keys to Conception, and Waiting in the Wings.
- Volume discounts on any of my books—no minimum purchase required (you can order just one if you like), you just pay shipping (no handling fees or additional costs, we will simply dropship them to you direct from the publisher).
- Volume discounts on any of Drake Eastburn’s books. (Same as above.)
- Additional professional development opportunities TBD.
- Bonus online group activities.
- Unlimited access to online portal recordings of meetings and classes, etc.
3Keys Hypnofertility Certification Program
Wholehearted Participation and Engagement in the Learning Community
We are excited to welcome you onto the path of learning and discovery ahead. One of the most significant determinants of your success in the 3Keys Certification Program is your commitment to your own learning. By opting into this course of study, you agree to participate fully in all course sessions and to complete the work assigned between sessions, including: attending individual and/or group coaching sessions, supervision calls, working with practice clients, and providing documentation of these sessions, as well as completing all reading and written assignments.
3Keys Learning Community
As a 3Keys student, you will be studying within a well-established network of learners. 3Keys has an extensive network of business clients, current students and graduates, coaching clients, and non-profit clients. This range of participants allows our students to study within a strong and diverse community of learners who bring expertise in a variety of domains.
We encourage you to become an active member of the 3Keys learning community. We request, however, that you do not use the 3Keys learning community as a referral source for your private business. This includes refraining from marketing and selling your services to other 3Keys students, unless specifically requested by an individual. We further request that you do not send promotional materials regarding your services to fellow students and/or the 3Keys community. Our students divulge their names and addresses to us in good faith, therefore please respect their usage. Requests for services, coaching, and/or consulting made within the 3Keys learning community should only go through 3Keys for placement with an appropriate 3Keys Associate. Thank you in advance for your consideration and respect.
Keeping Positive Relationships with 3Keys
3Keys is committed to keeping positive relationships with our students. We are open to conversations with you about your assessments and any concerns you may have. To keep the integrity of the learning community and a mutually-beneficial relationship, we request that you speak to us directly about any ideas or concerns you have within the learning community, with 3Keys, or any of our staff or teachers. By speaking to us directly, we can take action to address the situation. Our commitment is to develop long-term relationships with our students and community members in which we can all support each other. We appreciate your participation in generating a positive business and learning ethic.
Ethics and Standards of 3Keys Certification
Once 3Keys Certified, you will not condone or engage in discrimination, or refuse professional service to anyone on the basis of race, gender, religion, national origin, age, sexual orientation, disability, socioeconomic or marital status, and will make reasonable efforts to accommodate clients who have physical disabilities.
Do not consult with or provide services to client when you or the client is under the influence of alcohol or illegal drugs, or is otherwise impaired.
Maintain confidentiality about your client’s concerns, not revealing any information about your clients to other parties, except where permission is given in writing.
Maintain appropriate professional boundaries.
Wear professional attire when working with clients, consistent with the usual and customary attire of their cultural and geographical location.
Refer clients for other services beyond your own competence as determined by your education, training, and experience.
Consult, associate, and collaborate with other professionals where beneficial to the client, when approved in writing by the client.
Seek appropriate education for your personal and professional development to maintain a high standard of professional competence. Remain abreast of developments in your field.
Our commitment is to support your development in becoming a skilled and competent 3Keys hypnofertility practitioner. In the case that you do not fulfill the 3Keys standards to be certified as a 3Keys Certified Hypnofertility Practitioner, you may not in any way use the 3Keys name, logos, trademarks, or other intellectual property.
WAIVER AND RELEASE OF LIABILITY
“Program”: 3Keys Hypnofertility Program
In consideration for participating in 3Keys Hypnofertility activities, sessions and services which are conducted or provided by Practitioner, I, for myself, my executors, administrators, heirs, and anyone entitled to act on my behalf, hereby waive, discharge, and covenant not to sue Practitioner, officers, directors, shareholders, partners, agents, contractors, managers, members, affiliates and employees, for any and all liability, claims, demands, damages, causes of action, losses, or expenses arising out of my participation or consultation any 3Keys Hypnofertility session, event or activity.
I understand and acknowledge that the 3Keys Hypnofertility Program and Practitioner’s services are not intended to be a substitute for professional medical advice, diagnosis, or treatment that can/should be provided by my own physician or other licensed or registered physical or mental health care professional. I understand that nobody associated with Practitioner is providing health care, medical, or nutrition therapy services or attempting to diagnose, treat, or cure in any manner whatsoever any disease, condition, or other physical or mental ailment of the human body during a Practitioner session. I agree that I will seek the advice of my physician or another qualified health care professional if I have questions or concerns about my specific health situation.
I acknowledge that I am solely and personally responsible for my choices, actions, and results, now and in the future. I accept full responsibility for the consequences of my use or non-use of any information provided by Practitioner or the 3Keys Hypnofertility, whether before, during, or after a session; and I agree to use my own judgment and due diligence before implementing any idea, suggestion, or recommendation from an hypnofertility session. I agree that I have not been given any guarantees as to a specific outcome or result that I can expect from using the information I receive from Practitioner.
This Waiver and Release of Liability shall be governed and construed in accordance with the laws of the state of Colorado. If any provision of this Waiver and Release of Liability is deemed unenforceable, the remaining provisions shall continue in full force and effect.
Printed Name of Client:
Email Address: Phone Number: