Terms & Conditions

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EMPOWER GLOBAL NETWORK & MENTORING PROGRAM TERMS & CONDITIONS

You agree and understand that your bank account/credit card will be debited a monthly membership fee according to your membership level selected

• Level 1 – $40 Empower Group Member
• Level 2 – $70 Consultant
• Level 3 – $150 Professional
• Level 4 – $250 Master

In exchange, you will be entitled to the rights and privileges of membership in the Empower Global Network as the same may be updated or modified from time to time. Such benefits presently include special member-only discounts, a listing on the Image Consultants Training website, other member benefits as may be offered from time to time to Empower Global Network members, and eligibility for enrollment in trainings only offered to Empower Global Network members, including the following Certification Courses:

• Level I – Hobbyist in the profession
  • Level I Training: Certified 4X4 Color Training (4X4C) Training
• Level II – The serious stylist
  • Level II Training: Certified Personal Stylist and Image Consultant (CIC) Training
• Level III – The entrepreneur
  • Level III Training: Certified Professional Image Consultant (CPIC) Training

*The member must meet all additional requirements and eligibility criteria established by ByFerial LLC. to enroll in these certification courses.

You understand that you must renew your subscription on a monthly basis in order to maintain membership privileges.

As an Empower Global Network member, you may cancel your membership at any time by giving a written notice to [email protected] and will refrain from using all intellectual property and the use of the 4X4 logo and the ByFERIAL name and brand.

You understand that upon cancellation of your membership that all member benefits will terminate, including your ability to participate in trainings or offer services that require membership in the Empower Global Network as a prerequisite.

You understand that your membership is not refundable or redeemable for cash, including, without limitation, upon cancellation of your membership.

You agree to the foregoing terms and conditions and agree to abide by all program guidelines and ethical standards of the Empower Global Network.

You understand that failure to abide by the same will result in cancellation of your membership.

You confirm that you would like to be a part of the Empower Global Network and belong to this team of outstanding professionals.

You understand that your membership includes other benefits as specified on the ByFERIAL website, including but not limited to:

• Discount on tools & products
• Access to our Empower Group community
• Weekly training (except for last Tuesday)
• Use of the EG Logo
• Use of 4X4 member logo with level I training
• Quarterly coaching & mentoring sessions with a Certified Image Master (Fashion & Color Trends Reports and forecasting)
• Listing in the Find a Consultant Online directory

ENROLLMENT IN THE

Level II Training: Certified Personal Stylist and Image Consultant (CIC) Training

1. TERMS & CONDITIONS:

• Must be an ACTIVE Empower Global Image Consultant Network™ member;
• Complete and submit your application form online or manual application form provided;
• Make full payment for the course upon application. Or THIRTY (30) days before commencement of the course; and
• Agree to these Terms and Conditions of Enrollment.

2. FEES STRUCTURE

• A fee of USD 2,200 is payable for the course for Consultants and USD 2,500 for Non-Members.
• Your place on the course will only be confirmed upon full payment of the course.
• Fees must be paid in full upon application
• Failure to make full payment will mean that you are not allowed to participate in the course and no preparation for you to participate will be made INCLUDING the preparation of your certificate of achievement/completion from ByFERIAL.
• Your fees include TEN (10) online webinars and other benefits as specified on the ByFERIAL website.
• Weekly training
  • Up to 30% discount on products
  • Grant license to use the 4X4 TM for the duration of your membership
  • Spotlight opportunity
  • Guest speaker opportunity
  • Templates & Forms
  • Access to the 4X4 Digital Drapes, Swatches & Booklets
  • Free IACET Accredited Certificate

3. TERMS & CONDITIONS OF SUCCESSFUL COMPLETION OF COURSE & CERTIFICATE PROVISION

• You must attend the full duration of the course – all TEN (10) webinars.
• You must complete all assignments and examinations as necessitated by ByFERIAL.
• You must submit a portfolio with all assignments given throughout the training satisfactorily completed.
• You must have made full payment for the course. Failure to do so will result in you not being eligible to attend the course OR in the case that you were granted an exemption/ delay in payment, your certificate being withheld from you until such time as full payment is made.
• Upon successful completion of all certification requirements, you will be issued a certificate of completion.
• To be able to keep on using the Virtual tools provided to you, you must renew and maintain your license/certificate on a yearly basis. A minimum of 20 Points (20 Hours) towards your certification must be earned annually.

4. COPYRIGHT AND TRADEMARK OF BYFERIAL TEACHING MATERIALS

You understand that all ByFERIAL training materials, workbooks and other course materials are copyrighted and are confidential and proprietary information of ByFERIAL LLC.

These materials are provided solely for your personal use and cannot be copied, replicated, or distributed in any manner whatsoever.

You further understand that you are not authorized to disclose such information except as necessary to provide services as in accordance with the ByFERIAL certification awarded to you.

You understand that you are not authorized to teach such materials or to create derivative works from such materials without the express written permission of ByFERIAL LLC.

You understand that ByFERIAL LLC. is the owner of the registered:

• “The Universal 4×4 Color System (16 Seasons)” (USPTO Serial No. 90380674),
• 16 Seasons (USPTO Serial No. 90380666),
• Common law trademark “ByFERIAL™” (the “Licensed Mark”)
• Common law trademark “Empower Global Image Consultant Network™” (the “Licensed Mark”).

You acknowledge that no rights to use those trademarks are granted in connection with your certification as a Certified Image Consultant except as expressly authorized in writing by ByFERIAL LLC.

You further agree to abide by all guidelines of that ByFERIAL LLC. regarding the use of its trademarks.

BY ENROLLING IN THIS ONLINE COURSE, I AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS OF ENROLLMENT.

ENROLLMENT IN THE ByFERIAL CERTIFIED PROFESSIONAL IMAGE CONSULTANT COURSE

1. TERMS & CONDITIONS:

• Must be an ACTIVE Empower Global Image Consultant Network™ member;
• Have completed the online classes/ training worth 3.6 CEUs or if you have attended a course prior to this course, evidence of completion of said course;
• Complete and submit your application form online or manual application form provided;
• Send evidence of full payment for the course
• Make full payment upon application or THIRTY (30) days before commencement of course

2. FEES STRUCTURE

• A fee of USD 5,800 is payable for the course.
• A full payment for the course fees must be made to register for the course.
• Your place on the course will only be confirmed upon full payment of the course fees.
• Fees must be paid upon application, alternatively on discretion of ByFERIAL a payment option may be considered.
  • 50% deposit on application and the outstanding 50% settled THIRTY (30) days before the date of commencement.
• Failure to make full payment will mean that you are not allowed to participate on the course and no preparation for you to participate will be made INCLUDING the preparation of your certificate of achievement/completion from ByFERIAL and the submission of a request to AICI for your certificate.
• Your fees include the following:
  • Weekly training (apart from last Tuesday of the month)
  • Grant license to use the 4X4 TM for the duration of your membership
  • Spotlight opportunity
  • Guest speaker opportunity
  • Templates & Forms
  • Digital Drapes, Swatches & Booklets
  • Free AICI Certificate for a period of 12 months
  • Certified Professional Image Consultant Face to Face (Level II training)
  • Up to 50% discount on products
  • Lead an Empower Group (Affiliate Program Eligibility)

3. TERMS & CONDITIONS OF SUCCESSFUL COMPLETION OF COURSE & CERTIFICATE PROVISION

• You must attend the full duration of the course (hours and days specified).
• You must complete all assignments and examinations as necessitated by ByFERIAL.
• You must have made full payment for our course. Failure to do so will result in you not being eligible to attend the course OR in the case that you were granted an exemption/ delay in payment, your certificate being withheld from you until such time as full payment is made.
• Upon successful completion of all certification requirements, you will be issued a certificate which grants you a non-exclusive limited license to provide services as a Certified Professional Image Consultant in the areas of Fashion, Style, Image, Color Analysis, Etiquette Consulting and Makeup.
• To be able to keep on using the Virtual tools provided to you, you must renew and maintain your license/certificate on a yearly basis. A minimum of 36 Points (36 Hours) towards your certification must be earned annually.

4. COPYRIGHT AND TRADEMARK OF BYFERIAL TEACHING MATERIALS

You understand that all ByFERIAL training materials, workbooks and other course materials are copyrighted and are confidential and proprietary information of ByFERIAL LLC.

These materials are provided solely for your personal use and cannot be copied, replicated, or distributed in any manner whatsoever.

You further understand that you are not authorized to disclose such information except as necessary to provide services as a Certified Professional Image Consultant.

You understand that you are not authorized to teach such materials or to create derivative works from such materials without the express written permission of ByFERIAL LLC.

You understand that ByFERIAL LLC. is the owner of the registered:

• “The Universal 4×4 Color System (16 Seasons)” (USPTO Serial No. 90380674),
• 16 Seasons (USPTO Serial No. 90380666),
• Common law trademark “ByFERIAL™” (the “Licensed Mark”)
• Common law trademark “Empower Global Image Consultant Network™” (the “Licensed Mark”).
• You further agree to abide by all guidelines of that ByFERIAL LLC. regarding the use of its trademarks.

TERMS & CONDITIONS OF ENROLLMENT IN THE ByFERIAL CERTIFIED MASTER & LIFESTYLE COACH AND/ OR TRAINER COURSE

1. TERMS & CONDITIONS

• Must be an ACTIVE Empower Global Image Consultant Network™ member for AT LEAST 1 years; or any other professional industry member for AT LEAST 1 year;
• Have established a business identity for yourself as an Image Consultant;
• Evidence of Completion of the Professional Image Consultant (5 Days Intensive Training Course) AND/ OR Evidence of Knowledge or Training in all the Core Competencies listed by AICI (www.aici.org) as determined in ByFERIAL’s sole discretion; and
• Submit a successful portfolio to ByFERIAL using the form given.

2. FEES STRUCTURE

• A fee of USD 7,200 is payable for the course.
• A full payment of the course fees must be made to register for the course.
• Your place on the course will only be confirmed upon full payment of course fees and this must be settled THIRTY (30) days before the date of commencement.
• Fees must be paid upon application, alternatively on discretion of ByFERIAL the following payment option may be considered:
  • 50% deposit on application and the outstanding 50% settled THIRTY (30) days before the date of commencement.
• Failure to make full payment will mean that you are not allowed to participate on the course and no preparation for you to participate will be made INCLUDING the preparation of your certificate of achievement/completion from ByFERIAL and the submission of a request to AICI for your certificate.

3. TERMS & CONDITIONS OF SUCCESSFUL COMPLETION OF COURSE & CERTIFICATE PROVISION

• You must attend the full duration of the course (hours and days specified).
• You must successfully complete all assignments and examinations as necessitated by ByFERIAL.
• You must have made full payment for our course. Failure to do so will result in your certificate being withheld from you until such time as full payment is made.
• You must comply with all the requests of AICI, ByFERIAL and the Empower Global Image Consultant Network™ before you are deemed to
  be a Certified Image Master & Lifestyle Coach and given your complete array of certificates.
• You must renew and maintain your license/certificate on a yearly basis. A minimum of 36 Points (36 Hours) towards your certification must be earned annually. You understand that your license to train and permission to use ByFERIAL’s IP may be revoked if your payment or credits is not met, and you fail to provide such services in accordance with the AICI Code of Ethics or if you breach these terms and conditions.

4. GRANT OF RIGHTS TO CONDUCT COURSES & OTHER ANCILLARY TOOLS

Following FULL PAYMENT for the course and successful completion and compliance of all requirements and requests made by AICI, you will receive the following:

• Weekly training
• Grant license to use the 4X4 TM for the duration of your membership
• Spotlight opportunity
• Guest speaker opportunity
• Templates & Forms
• Free AICI Certificate
• Access to our Digital Drapes, Swatches & Booklets
• Unlimited Creation of Fashion & Style Guide Reports
• 50% discount on products and tools
• Lead an Empower Group (affiliate program eligibility)
• Quarterly coaching & mentoring sessions with a Certified Image Master (Fashion & Color Trends Reports and forecasting)
• Option to join the ByFERIAL Executive Committee
• Your brand on manuals, tools and products
• Master Training Manuals
• Student Workbooks for Fashion & Style and Color Analysis modules
• Rights & Privileges to Use Tools & Training Materials subject to the Terms and conditions of a separate License and Distribution Agreement to be provided to you upon successfully completing the certification process as a Certified Image Master & Lifestyle Coach.
• The right to offer CEU certificates in your own private training courses for Fashion & Style and Color Analysis worth up to 3.6 CEUs in TOTAL subject to the terms of the License and Distribution Agreement
• 1 year License

5. DUTIES & OBLIGATIONS OF A BYFERIAL TRAINER AND/OR MASTER IN TRAINING

In addition to, and not in lieu of, any specific requirements set forth in the License and Distribution Agreement, the Trainer hereby undertakes the following whether in capacity as a ByFERIAL Trainer:

5.1.    To continue as a member of the Empower Global Image Consultant Network™

5.2.    To be presentable, well-groomed and professionally dressed in accordance with ByFERIAL’s dress code at all times when serving in the capacity as a ByFERIAL Trainer or otherwise representing ByFERIAL in any capacity.

5.3.    To behave in a professional & pleasant manner at all times when in the capacity of a Trainer of ByFERIAL. (The Trainer should also bear in mind that how they behave when not training with the ByFERIAL also reflects on the image and good reputation of ByFERIAL and its principal, Ferial Youakim).

5.4.    To be well versed with the AICI Code of Ethics and conduct his/ her everyday dealings in accordance with the AICI Code of Ethics.

5.5.    To make every effort reasonable to keep abreast with and up to date with industry knowledge and new developments within the industry so as to be able to assist in and conduct trainings to the professional standards expected of ByFERIAL and the industry.

5.6.    To be honest and forthcoming at all times in respect of all contracts and fees negotiated whilst in the capacity of ByFERIAL Trainer with ByFERIAL and those negotiated under the name of ByFERIAL LLC.

5.7.    To conduct training in accordance with the quality standards of ByFERIAL at all times;

5.8.    Not to attempt to solicit any potential students or members of the Empower Global Image Consultant Network™;

5.9.    To refer any issues to the representative or management of the Regional ByFERIAL Headquarters raised during their time training at the Headquarters;

5.10.    To abide by any changes stipulated as necessary by ByFERIAL to improve their methods, teachings and operations;

5.11.    To promote membership in the Empower Global Image Consultant Network™ and certification efforts of AICI in their capacity as Trainer;

5.12.    To observe and practice at all times non-disclosure of all private, personal or confidential information of ByFERIAL and its clients.

5.13.    You understand that all ByFERIAL training materials, workbooks and other course materials are copyrighted and are confidential and proprietary information of ByFERIAL LLC.

These materials are provided solely for your personal use and cannot be copied, replicated, or distributed in any manner whatsoever, except as specified in the License and Distribution Agreement.

You further understand that you are not authorized to disclose such information except as provided in the License and Distribution Agreement.

You understand that you are not authorized to teach such materials or to create derivative works from such materials without the express written permission of ByFERIAL LLC. except as expressly provided in the License and Distribution Agreement.

You understand that ByFERIAL LLC. is the owner of the registered:

• • “The Universal 4×4 Color System (16 Seasons)” (USPTO Serial No. 90380674),
  • 16 Seasons (USPTO Serial No. 90380666),
  • Common law trademark “ByFERIAL™” (the “Licensed Mark”)
  • Common law trademark “Empower Global Image Consultant Network™” (the “Licensed Mark”).

You acknowledge that no rights to use those trademarks are granted in connection with your certification as a Certified Master & Lifestyle Coach except as expressly authorized in the License and Distribution Agreement.

You further agree to abide by all guidelines of that ByFERIAL LLC. regarding the use of Trademarks.

To be able to keep on using the Virtual tools provided to you, you must renew and maintain your license/certificate on a yearly basis. A fee of USD 7,200 is payable for the license. A minimum of 36 Points (36 hours) towards your certification must be earned annually.

You understand that your license may be revoked if your payment or credits are not met, and you fail to provide such services in accordance with the AICI Code of Ethics or if you breach these terms and conditions.

PLEASE NOTE THAT AT ANY TIME THAT YOU ARE NOT PERFORMING TO BYFERIAL TRAINER STANDARDS, BEHAVE IN AN UNREASONABLE OR UNPROFESSIONAL MANNER THAT IS CONSIDERED DAMAGING TO THE FUTURE BUSINESS, REPUTATION OR FURTHER TRAINER/ MENTOR RELATIONSHIP WITH ByFERIAL, ByFERIAL RESERVES THE RIGHT TO TERMINATE YOUR STATUS AS A TRAINER AND EMPOWER NETWORK MEMBER IMMEDIATELY WITHOUT YOU BEING GIVEN THE CHANCE TO RECTIFY THE SITUATION.

YOU FURTHER ACKNOWLEDGE THAT ANY RIGHTS YOU MAY HAVE TO UTILIZE ByFERIAL’S TRADEMARKS, TEACHING MATERIALS AND METHODOLOGIES ARE SUBJECT TO THE TERMS OF A LICENSE AND DISTRIBUTION AGREEMENT. IN THE EVENT OF ANY DIRECT AND IRRECONCILABLE DIFFERENCES BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS OF THE LICENSE AND DISTRIBUTION AGREEMENT, THE TERMS AND CONDITIONS OF THE LICENSE AND DISTRIBUTION AGREEMENT SHALL PREVAIL.

ByFERIAL LICENSE & DISTRIBUTION AGREEMENT

THIS LICENSE & DISTRIBUTION AGREEMENT (the “Agreement”) is made on the Effective Date (as set forth on Exhibit A) between ByFERIAL LLC (L15000149274) 288 Imperial Lane, Lauderdale By The Sea, Florida 33308 USA (“Licensor”), and the undersigned licensee (the “Licensee”).

PREAMBLE

WHEREAS, Licensor has developed certain confidential and proprietary methods for training image and beauty consultants, including, without limitation, certain operations manuals, training manuals, student workbooks and other course materials, as well as confidential and proprietary knowledge and methodologies in the areas of fashion, style, image, color analysis and makeup, and business models related to the same, as the same may be improved, changed or further developed by Licensor from time to time (the “Licensed Methods”).

WHEREAS, Licensor is the owner of the registered trademark “The Universal 4×4 Color System (16 Seasons)” (USPTO Serial No. 90380666), 16 Seasons (USPTO Serial No. 90380666), and of the common law trademarks “ByFERIAL™” and “Empower Global Image Consultant Network™” (the “Licensed Marks”).

WHEREAS, for the duration of the term of this agreement as specified on Exhibit A (the “Term”), Licensor desires to grant Licensee an exclusive limited license to use the Licensed Methods and the Licensed Marks in the territory described in Exhibit A (the “Territory”) to deliver certain image consultation training courses, products and services (the “Licensed Purpose”) in consideration of the payment of royalty fees as specified on Exhibit A (“Royalty Fees”) and such other compensation as specified herein.

WHEREAS, Licensor desires to appoint Licensee as an authorized independent distributor of certain products and services in the Territory as further specified herein.

NOW, THEREFORE, Licensor and Licensee hereby agree as follows:

1. Grant of License: For the duration of the Term and subject to Licensor’s satisfaction of the license requirements set forth in Exhibit B (the “License Requirements”), Licensor hereby grants to Licensee an exclusive limited license to use the Licensed Methods and the Licensed Marks in the Territory for the Licensed Purpose and for no other purpose. Licensee acknowledges that the rights granted to Licensee hereunder are personal to Licensee and that Licensee does not have the right to sublicense or assign such rights to any third party. Licensee further understands and agrees that such rights are limited to the Territory and may not be exercised outside of the Territory except upon prior written consent of Licensor. For the avoidance of doubt, this means that Licensee may not conduct any workshops, trainings or seminars outside of the Territory that incorporate the Licensed Methods or the Licensed Marks without Licensor’s prior written consent.

2. Grant of Distribution Rights. For the duration of the Term and subject to Licensor’s satisfaction of the License Requirements, Licensor authorizes
Licensee to distribute and deliver ByFERIAL Certified Professional Image Consultant Trainings (the “Trainings”), (and such other products and services as the parties may mutually agree upon in writing) in the Territory in accordance with Licensor’s guidelines and specifications.

3. Royalty Fees. In consideration of the license granted hereunder, Licensee shall pay to Licensor Royalty Fees for Trainings conducted by Licensee during the immediate previous year. Payment of Royalty Fees shall be remitted in United States Dollars net of exchange costs and wire transfer fees in accordance with payment instructions to be provided by Licensor to Licensee from time to time. Contemporaneous with each royalty payment, Licensee shall submit a written report to Licensor in a format to be specified by Licensor in Licensor’s sole discretion, which report shall include sufficient detail to enable Licensor to determine that Royalty Fees have been accurately calculated and paid as required by this Agreement.

4. Retention of Exclusive Rights. All rights of exclusivity granted to Licensee hereunder, including the exclusive rights described in Sections 1 and 2 of this Agreement, shall be contingent upon Licensee’s payment of the minimum annual royalty specified in Exhibit A hereto (“Minimum Annual Royalty”). If Licensee fails during any twelve (12) month period measured from each anniversary of the Effective Date to meet or exceed the Minimum Annual Royalty for such period, all rights of exclusivity hereunder shall terminate and Licensor may appoint additional licensees in the Territory on a nonexclusive basis.

5. Licensed Methods. Licensee acknowledges that the Licensed Methods are the sole property of Licensor and that use of the Licensed Methods is subject to guidelines, ethical standards and quality control measures that may be specified from time to time by Licensor in Licensor’s sole discretion. Licensee agrees to abide by all guidelines, ethical standards and quality control measures promulgated by Licensor related to Licensee’s use of the Licensed Methods. Licensor’s current guidelines, ethical standards and quality control measures as of the date of this Agreement are set forth in Exhibit C. Licensee represents and warrants to Licensor that Licensee will use all reasonable professional skill and care in the provision of services that incorporate the Licensed Methods as authorized by this Agreement. Licensee will further ensure that Licensee’s personnel who deliver Trainings and services using the Licensed Methods have the knowledge, skill, experience, training, qualifications and knowledge necessary to do so as specified by Licensor, including, without limitation, satisfying all of the License Requirements set forth in Exhibit C.

6. Licensed Marks. Licensor shall observe all guidelines specified from time to time by Licensor related to the use of the Licensed Marks, including all trademark style guidelines, and shall submit any artwork and promotional materials containing the Licensed Marks to Licensor for Licensor’s prior discretionary approval. Licensee shall not take or fail to take any action, which in Licensor’s reasonable opinion, is likely to impair Licensee’s rights in the Licensed Marks. Licensee further understands and agrees that Licensee shall not register the Licensed Marks or any other trademarks of Licensor in any jurisdiction, nor shall Licensee incorporate any business or create any product that includes the Licensed Marks as part of the business or product name.

7. Term & Termination. This Agreement shall continue in full force, you must renew and maintain your certificate on a monthly basis. A fee of USD 250 is payable for the certificate. You understand that your certification may be revoked if your payment is not met, and you fail to provide such services in accordance with the AICI Code of Ethics or if you breach these terms and conditions. This agreement effect from the Effective Date through the end of the Initial Term and each subsequent Renewal Term as specified in Exhibit A unless earlier terminated as specified herein. In addition to any other remedy available under this Agreement pursuant to applicable law, a party (the “Non-Breaching Party”) may terminate this Agreement if the other party (the “Breaching Party”) breaches any provision of this Agreement (a “Breach”) and has not cured the Breach after the Non-Breaching Party has given the Breaching Party written notice of the Breach as follows: (i) ten (10) days in the case of a monetary Breach; and (ii) thirty (30) days in the case of a non-monetary Breach.

8. Must renew and maintain your certificate on a monthly basis. A fee of USD 250 is payable for the certificate. You understand that your certification may be revoked if your payment is not met and you fail to provide such services in accordance with the AICI Code of Ethics or if you breach these terms and conditions.

9. Effective of Termination. Upon the expiration or termination of this Agreement for any reason, all rights granted hereunder, including (i) the right to use the Licensed Methods or the Licensed Marks and (ii) the right to distribute the Trainings and all other distribution rights, shall immediately cease and such rights shall revert to Licensor.

10. Covenant Not to Compete. For the duration of this Agreement, Licensee shall not offer any products or services anywhere in the world that compete either directly or indirectly with Licensor’s products or services. For the purpose of this Agreement, a product or service is deemed to compete with Licensor’s products or services if a purchaser is likely to choose such product or service as an alternative to Licensor’s products or services, thereby reducing Licensor’s revenues or potential Royalty Fees hereunder. Following the termination or expiration of this Agreement for a period of eighteen (12) months, Licensee shall not offer any products or services that compete either directly or indirectly with Licensor’s products or services in the Territory or in any other jurisdiction in which Licensor or its authorized representatives operate. Licensee acknowledges Licensee is capable of earning an appropriate living without using the materials, methods or information provided by Licensor.

11. Confidentiality. Licensee shall maintain in strict confidence and agrees not to disclose to any third party, except as necessary for the performance of this Agreement when authorized by Licensor in writing, any Confidential Information that Licensee receives from Licensor. Licensee shall further cause all of its personnel who have access to Confidential Information to be bound by written obligations of confidentiality no less stringent than those contained in this Agreement. Licensee shall cause all trainees to sign a confidentiality and usage agreement in a form that is acceptable to Licensor in Licensor’s sole discretion. “Confidential Information” means: all non-public information of a competitively sensitive nature concerning Licensor or Licensor’s business, including, but not limited to, this Agreement and the terms and conditions thereof; any customer, employee, or company data; the Licensed Methods; all operations manuals, training manuals, training materials, workbooks and other course materials; Trade Secrets, as defined by applicable law; and any other non-public information (whether in writing or retained as mental impressions) concerning research and development; present and future projections; operational costs and processes; pricing, cost or profit factors; quality programs; annual and long-range business plans; marketing plans and methods; customers or suppliers; products or services; and personnel. Confidential Information does not include information: that is, or subsequently may become within the knowledge of the public generally through no fault of Licensee; that Licensee may subsequently obtain lawfully from a third party who has lawfully obtained the information free of any confidentiality obligations; or that Licensee may subsequently develop as a matter of record, independently of disclosure by Licensor. The confidentiality obligation with respect to Confidential Information received by either party shall remain in effect until three (3) years from the termination or expiration of this Agreement, including any renewals or extensions thereof. The confidentiality obligation with respect to Confidential Information consisting of Trade Secrets shall remain in effect for as long as governing law allows. Upon the expiration or termination of this Agreement for any reason, Licensee shall immediately return to Licensor all Confidential Information in Receiver’s possession or control, or destroy the same, as Licensor directs.

12. Non-solicitation of Employees & Suppliers. Licensee agrees that Licensee will not, during the term of this Agreement and for a period of three (3) years thereafter, indirectly or directly, solicit or recruit for employment or induce or encourage to leave employment with Licensor (on Licensee’s own behalf or on behalf of any other person or entity) any employee, contractor, supplier or any agent who performed services for Licensor or the Licensor’s clients.

13. Non-solicitation of Customers. Licensee agrees that Licensee will not, during the term of this Agreement and for a period of three (3) years thereafter, directly or indirectly, solicit or attempt to solicit any customer or actively sought potential customer of Licensor, or disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between Licensor and any of its customers, suppliers or clients or other persons with whom Licensor has business dealings.

14. Independent Contractors. The parties acknowledge any agree that the status of their relationship is that of independent contractors, and that no partnership, joint venture, commercial agency relationship or franchise is created by this agreement. As such, Licensee has no authority to act on behalf of Licensor or to legally bind Licensor in any manner whatsoever. Licensee acknowledges that, prior to signing this Agreement, Licensee has undertaken Licensee’s own business due diligence in relation to this Agreement. Licensee acknowledges and agrees that Licensee’s acceptance of this Agreement and the rights granted hereunder is based solely on Licensee’s own independent investigation and business judgment. Licensor expressly disclaims the making of, and Licensee acknowledges that Licensee has not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success of the business opportunity contemplated by this Agreement. Licensee acknowledges that Licensee is solely responsible for payment of all of Licensee’s business expenses, including, without limitation, all rent, deposits, utilities and operating expenses, and all other costs whatsoever payable in connection with Licensee’s business, including any such expenses which may extend beyond the duration of this Agreement. Licensee understands that Licensee is not entitled to reimbursement for any such expenses upon expiration or termination of this Agreement for any reason, nor is Licensee entitled to any compensation for goodwill generated by virtue of Licensee’s use of the Licensed Marks.

15. Joint & Several Liability. If Licensee is organized as a corporation, limited liability company, partnership or any other type of juridical entity, Licensee’s ultimate beneficial owners (and any subsequent owners added at any time during the term of this Agreement) shall sign an agreement substantially in the form set forth in Exhibit D undertaking to be bound jointly and severally by all provisions of this Agreement and any related agreements between Licensor and Licensee. Licensee and Licensee’s ultimate beneficial owners agree to furnish Licensor with such information about Licensee’s organization, its formation and its owners as Licensor may request from time to time.

16. Indemnification. Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, damages, losses, fines, civil penalties, liabilities, judgments, costs and expenses of any kind or nature whatsoever (including, but not limited to, interest, court costs and attorney’s fees), which in any way arise out of or result from any negligent act(s) or omission(s) by Licensee in the performance or non-performance of Licensee’s obligations under this Agreement.

17. Insurance. Licensee shall maintain, at its sole cost and expense, throughout the term of this Agreement general commercial liability insurance covering bodily injury, property damage, personal injury and advertising injury with limits of not less than one million U.S. Dollars ($1,000,000) per occurrence. Upon execution of this Agreement, or within a reasonable time thereafter, or upon Licensor’s written request, Licensee shall provide Licensor with a certificate evidencing such coverage and providing not less than thirty (30) days prior written notice to Licensor of any cancellation, termination or material change.

18. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be declared invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the fullest extent permitted by law. Any invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. The parties expressly acknowledge and agree that the foregoing requirements are reasonable in view of their respective interests.

19. Governing Law. All rights and obligations of the parties relating to the Agreement and shall be governed and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law provision or rule (whether of the state of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

20. Dispute Resolution. In the event that any dispute may arise under or in connection with this Agreement, the parties shall first seek to resolve the dispute by amicable negotiations. If such negotiations fail, all disputes arising out of or related to this Agreement, shall be settled in the courts of applicable jurisdiction in Sydney, Australia, and the parties hereby irrevocably submit to the nonexclusive jurisdiction of such courts.

21. Attorney’s Fees. In any court proceeding brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to receive reasonable attorneys’ fees.

22. Assignment. Licensee may not assign, transfer or subcontract this Agreement or any of its rights and/or obligations under this Agreement, including by operation of law, without Licensor’s prior written consent, and any attempt to do so shall be null and void.

23. Entire Agreement. This Agreement, including all exhibits hereto, constitutes the complete agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, representations and understandings, if any, between the parties concerning the same, whether written or oral.

24. Modifications & Amendments. This Agreement shall not be modified or amended in any respect except by written instrument duly executed by or on behalf of each of the parties to this Agreement.

25. Injunctive Relief. Nothing herein shall prevent Licensor or Licensee from seeking injunctive relief to prevent irreparable harm, in addition to all other remedies. Licensee acknowledges that any unauthorized disclosure of the Licensed Methods or unauthorized use of the Licensed Marks is likely to cause irreparable harm to Licensor, and that if Licensor seeks an injunction, Licensor will not be required to post a bond.

26. No Waiver. No provision of this Agreement shall be deemed to have been waived by either party unless such waiver is in writing and signed by both parties, nor shall any custom or practice which may evolve between the parties in the administration of the terms hereof be construed to waive or lessen the right of Licensor to insist upon the performance by Licensee in strict accordance with the terms hereof.

27. Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one Agreement.

EXHIBIT A

Key Terms & Conditions

1. Term: An initial term of five (5) years beginning on the Effective Date and ending on the 5th anniversary of the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement shall be automatically renewed for successive renewal terms of five (5) years each (each, a “Renewal Term”) unless either party gives at least ninety (90) days prior written notice of non-renewal prior to the end of the then current term.

2. Royalty Fees: For the first sixteen (16) students to whom Licensee delivers the ByFERIAL Certified Professional Image Consultant Training, Licensee shall pay Licensor an initial royalty fee (the “Initial Royalty Fee”) in the amount of the selected membership level or greater of US $7,680 of the gross proceeds derived from Empower Global Network Group™ membership sales.

Following the payment of the Initial Royalty Fee and for the remaining duration of the Term, for each subsequent member to whom Licensee delivers the ByFERIAL training, Licensee shall pay Licensor a royalty fee of level 1 or greater for a minimum of 16 members.

In order to maintain rights of exclusivity in the Territory, Licensee must pay to Licensor a Minimum Annual Royalty.

Note: A beginning trainer who, during the first year of the Agreement, conducted only 3 Trainings per year with only 5 students per training would generate gross revenues of US$87,000 (charging $5,800 per student), and thus, would easily exceed the Minimum Annual Royalty necessary to maintain exclusivity under the contract.

Licensee shall not deliver any Training to any attendee on a complementary non-revenue basis without Licensor’s prior written approval. Licensee shall not provide any manuals, course materials, course content or course instruction to any attendee until such attendee has paid in full for the applicable Training.

EXHIBIT B

License Requirements

As conditions precedent to the grant of the licenses and other rights specified under this Agreement, Licensee agrees to meet all of the following requirements before such licenses become effective:

• To be a current Empower Global Image Consultant Network™ member and to have continuously maintained an Empower Global Image Consultant
  Network™ membership for a least two (2) consecutive years.
• To enroll and have successfully completed the ByFERIAL Certified Image Master & Lifestyle Coach Training.
• To successfully satisfy all AICI, ByFERIAL and Empower Global Image Consultant Network™ requirements as a ByFERIAL Certified Image Master & Lifestyle Coach/ Trainer.
• To generate a minimum of sixteen (16) enrollments in the Empower Global Image Consultant Network™ and to actively mentor such Empower Global Image Consultant Network™ members.
• To submit to Licensor a fully completed company profile, professional portfolio and a minimum of sixteen (16) reference letters from students or individuals that Licensee has mentored.
• To use Licensee’s own funds to set up and equip a suitable training center to offer the ByFERIAL training programs.
• To comply with all state, federal, local and international laws regarding the operation of Licensee’s business.

EXHIBIT C

Licensor’s Guidelines, Ethical Standards and Quality Control Measures

Licensee agrees to abide by the following guidelines, ethical standards and quality control measures:

• To conduct all business dealings with Licensor, course participants and other third parties in accordance with the AICI Code of Ethics.
• To ensure that Licensee all members of staff conduct themselves in a professional manner and in compliance with the AICI Code of Ethics at all
  times.
• To ensure that Licensee’s training facilities are maintained in a clean and professional manner suitable for an elite image consulting training center.
• To conduct all trainings and promotional activities in compliance with the methods approved by Licensor.
• To refrain from utilizing other training methodologies or hosting trainings for competitors or using competing methodologies without Licensor’s prior written approval.
• To refrain from modifying the Licensed Methods without Licensor’s prior written consent.
• To run a minimum of three (3) courses and maintaining of sixteen (16) participants during each year of operation.
• To ensure timely payment of all supplies required for training is made to Licensor.
• To ensure that all Royalty Fees are timely paid to Licensor.
• To refrain from creating or developing any products or services that incorporate the Licensed Methods without Licensor’s prior written consent and only then upon such economic terms as may be agreed upon by Licensor in writing.

EXHIBIT D

GUARANTY AND ASSUMPTION OF OBLIGATIONS

THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS (the “Guaranty”) is given as of the date written below by the Guarantor(s) specified herein.

In consideration of, and as an inducement to, the execution of the License Agreement and the Distribution Agreement of even date herewith (the “Agreement”) by ByFERIAL LLC “Licensor”) and the licensee, whose name and business address appear below (“Licensee”), each of the undersigned hereby personally and unconditionally (a) guarantees to Licensor and Licensor’s successors and assigns, for the term of the Agreement and thereafter as provided in the Agreement, that Licensee will punctually pay and perform each and every monetary undertaking, agreement and covenant set forth in the Agreement, and (b) agrees to be personally responsible for, and personally liable for the breach of any obligations under the Agreement and the fulfillment of all terms and conditions of the same. This is a guaranty both of payment and collection.

Each of the undersigned agrees that: (1) her/his direct and immediate liability under this Guaranty will be joint and several; (2) s/he will render any payment or performance required under the Agreement upon demand if Licensee fails or refuses punctually to do so; (3) such liability will not be contingent or conditioned upon Licensor’s pursuit of any remedies against Licensee or any other person; and (4) such liability will not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence which Licensor may from time to time grant to Licensee or to any other person, including, without limitation, the acceptance of any partial payment or performance or the compromise or release of any claims, none of
which will in any way modify or amend this Guaranty, which will be continuing and irrevocable during the term of the Agreement. Each of the undersigned waives all rights to payments and claims for reimbursement or subrogation that any of the undersigned may have against Licensee arising as a result of the undersigned’s execution of and performance under this Guaranty.