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Swan Method Online Course NDA

SWAN METHOD TRAINING AGREEMENT

This Training Agreement (Agreement), entered into as of July 27, 2024, is by and between (Company) Tone Hair Salon LLC, a North Carolina limited liability company, and (Stylist) {{billing_first_name}} {{billing_last_name}} .

WHEREAS, Company has offered to Stylist the opportunity to receive exclusive access to certain live and prerecorded tutorial programs, videos, and training, collectively known as the Swan Method or Swan Method Training;

WHEREAS, Stylist desires to take advantage of Company’s offer;

NOW, THEREFORE, in signing this Agreement, the parties acknowledge the good and valuable consideration that gives them the desire to be bound to the following terms, conditions, restrictions, and releases:

Consideration. Stylist agrees to pay Company, and Company agrees to provide to Stylist, the following:
1. Stylist shall pay to Company {{order_total}} for Swan Method Training.
2. Company shall provide Stylist with premier access to an online, live class in which Company founder Leda Fazal will (1) teach all aspects of the Swan Method, including placement, cut, and removal of extensions; (2) review and advise Stylist regarding Stylist’s social media presence; (3) provide general advice regarding lighting and other setting aspects for optimal photo/video presentation; and (4) marketing tips and tricks speciﬁcally related to TikTok.
3. The Company is obligated to furnish the Stylist with a pre-recorded video tutorial encompassing The Swan Method Training for the exclusive and sole reference of the Stylist for a period of 6 months from the date of purchase. In the event that the Stylist requires an extension, a consultation with Ms. Leda Fazal is required, and a reinstatement fee will be applicable to access The Swan Method for an additional 6 months.
4. Stylist shall receive a certiﬁcation of completion from Company upon Company’s approval.
5. Company will include Stylist on the Company’s website via the website’s stylist locator tool.
6. Company will not provide any tools or materials other than that which is explicitly stated herein.
Access and Usage Rights and Restriction
1. Stylist understands that this Agreement gives Stylist – and only Stylist – permission to access the Swan Method Training. By signing this Agreement, Stylist warrants that Stylist will not permit others to participate in the Swan Method Training
2. Stylist is permitted to take pictures, videos, or other evidence of Stylist’s execution of the Swan Method for Company’s review; however, Stylist is not permitted to post, publish, or otherwise distribute any audio, video, photographic, written, or other medium presenting the Swan Method for any party other than Company unless and until receiving advance written approval from Company.
3. If Stylist receives advance written approval from Company, Stylist agrees that it will explicitly and clearly credit both Company and Ms. Fazal in any social media or other post Stylist creates.
4. This Agreement DOES NOT permit Stylist to use the Swan Method in Stylist’s salon. If Stylist desires to include the Swan Method in its salon for its usage, Stylist and Company shall enter into a separate agreement with the relevant terms and conditions for usage set forth therein. Before being considered for any such agreement, any Stylist who wants to request permission from Ms. Fazal to include the Swan Method in its salon for its usage must (1) receive a certiﬁcate of completion pursuant to this Agreement; (2) not commit breach of this Agreement in any way; and (3) schedule a meeting with Ms. Fazal to present Stylist’s ability with the Swan Method on a voluntary participant of Ms. Fazal’s choosing.
Restrictive Covenants
1. Covenants and Terms: Stylist recognizes that Stylist is gaining access to a method that is protected by a current, active patent owned solely by Ms. Fazal. Ms. Fazal and Company have a legitimate business interest in protecting the usage and distribution of the Swan Method, and this interest applies globally. As such, Stylist agrees to the following terms and restrictions as they apply anywhere in the world, whether by physical or online presence:
  1. Non-Disclosure. Stylist shall not divulge any part of the Swan Method to any third party without Company’s advance written approval. Further, Stylist shall not provide access to any content received pursuant to this Agreement to any third party. This Non-Disclosure provision restricts Stylist for three (3) years from the date of signing this Agreement.
  2. Non-Competition. Stylist and Company are in businesses in direct or inadvertent competition with each other. Company’s willingness to offer Stylist access to Swan Method Training comes from a place of goodwill and good faith in business dealings by Company. Stylist understands that its access to the Swan Method Training could give Stylist an unfair competitive advantage. Thus, Stylist agrees that Stylist shall not, directly or indirectly, as an individual, entity, or through any other individual or entity, provide the Swan Method in direct competition with Company. This Non-Competition provision restricts Stylist for three (3) years from the date of signing this Agreement.
  3. Non-Disparagement. Stylist agrees that Stylist will not make any disclosure, issue any false statement, or otherwise cause to be disclosed any information that is designed or intended (or might reasonably be anticipated) to defame, disparage, or otherwise negatively affect Ms. Fazal or the Company, its business, services, management, contractors, employees, or clients. This duty of Non-Disparagement applies to all documentable sources of communication. Stylist acknowledges and understands that this duty of Non-Disparagement will continue in perpetuity.
2. Stylist hereby expressly acknowledges and agrees that the restrictions contained herein are reasonable with respect to their duration, scope, geographical region, and services subject to the restrictions; and that the restrictions are necessary for the adequate protection of Company and its legitimate business interests. Stylist acknowledges and agrees that these restrictions will not unreasonably prevent Stylist from working. The parties further agree that in the event a court determines that any provision or subsection in this Section III is unreasonable, void, or invalid for any reason whatsoever, then the limitation imposed may be modiﬁed and shall be as the court, or jury if applicable, determines to be fair and reasonable.
Stylist Warrantie
1. Stylist warrants that Stylist is entering into this Agreement voluntarily, and in doing so is not in violation of any other agreement, restriction, or regulation.
2. Stylist agrees not to disclose to Company or induce Company to use any conﬁdential or proprietary information belonging to any third party.
Stylist Grants and Waivers (please initial if you accept each item)
I hereby grant to Company unrestricted permission to use my likeness in a photograph, video, or other digital media (Media) in any of its publications, including web-based and other social or real-time publications, without any cash or non-cash compensation.

I understand and agree that all Media will become the property of Company and will not be returned to me, either as originals or copies, under any circumstances, unless Company wishes to do so in its sole and absolute discretion. I waive the right to receive any original or copy of any Media.

I hereby irrevocably authorize Company to edit, alter, copy, exhibit, publish, or distribute any Media for any lawful purpose. I waive the right to protest or prevent any presentation of any Media.

I waive any right to inspect, approve, or be made aware of any ﬁnished product or Media wherein my likeness appears.

I waive any right to royalties or any other right to present or future compensation arising out of or related to the use of the Media.
Assumption of Risks; Liability Release; Indemniﬁcation (please initial if you accept each item)
I understand that I am learning a process to be used on people, which by its nature can lead to instances in which I may inﬂict injury on others. I assume all such risks that can reasonably be expected to be associated with the Training.

I hereby hold harmless, release, and forever discharge Company from all liability for damages, losses, or injuries (Losses), whether to my person or my reputation, that I may experience by reason of the Media or activities related to this Release. Further, I hereby hold harmless, release, and forever discharge Company from all claims, demands, actions, losses, allegations, and causes of action (Claims) and that I have or may claim to have or accrue by reason of the Media or activities related to this Release. I hold harmless, release, and forever discharge Company even if the Losses or Claims are due to the negligent actions or inactions of Company.

I hereby restrict and prohibit anyone acting on my behalf or on behalf of my estate from pursuing any such claims by reason of the Media or activities related to this Release.

If a third party asserts any Claims against me or the Company by reason of the Media or my actions related to this Release, or if a third party alleges any Losses against me or the Company by reason of the Media or my actions related to this Release, I warrant that I will indemnify Company and I will cover any and all expenses actually and reasonably incurred by Company, including but not limited to attorneys’ fees, in Company’s efforts to respond to any such Claims or Losses.

If a third party asserts any Claims against me or the Company by reason of my attempts at the Swan Method, or if a third party alleges any Losses against me or the Company by reason of my attempts at the Swan Method or my actions related to this Agreement, I warrant that I will indemnify Company and I will cover any and all expenses actually and reasonably incurred by Company, including but not limited to attorneys’ fees, in Company’s efforts to respond to any such Claims or Losses.
Additional Provisions
1. License Rights. By this Agreement, Company DOES NOT grant or purport to grant any express or implied right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right to Stylist. Ms. Fazal retains all Swan Method rights, permissions, and protections, and the enforceability of such to the greatest extent permitted under local and Federal laws.
2. Waiver. No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future. No waiver of any of a party’s obligations under this Agreement shall be effective unless in writing and signed by the waiving party.
3. Reformation and Severability of Agreement. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such decision shall not affect, impair, or invalidate the remainder of this Agreement. If the invalid or unenforceable provision cannot be reformed, the other provisions or applications of this Agreement shall be given full effect, and the invalid or unenforceable provision shall be deemed omitted.
4. Linguistics and Formatting. The headings of the various sections in this Agreement are inserted for the convenience of the parties and shall not affect the meaning, construction, or interpretation of this Agreement. Any representations of gender or number shall be read to reﬂect the intentions and understanding of the parties, and any formatting and linguistics inconsistencies shall be read to account for drafting oversights.
5. Assignment. This Agreement shall inure to the beneﬁt of and be binding upon the undersigned parties, their successors and assigns, including without limitation any entity which may acquire all or substantially all of an undersigned party’s assets and business or into which an undersigned party may be consolidated or merged.
6. Governing Law; Dispute Resolution. The parties agree that this Agreement shall be governed and construed by the laws of North Carolina, without giving effect to conﬂict of laws principles. In addition to any other remedies described in this Agreement, the parties agree that all claims or disputes arising between the parties bound by this Agreement which relate to this Agreement or the breach thereof shall be brought in a North Carolina state court of proper jurisdiction, unless the parties agree to arbitration by the American Arbitration Association and in accordance with its Commercial Arbitration Rules.
  Notwithstanding the foregoing, either party may bring an injunction proceeding before a court of equity in the event that damages for a breach are not likely to be an adequate remedy, such proceeding to be brought in a judicial district exercising proper jurisdiction, and the parties hereby consent to the jurisdiction of such court.
7. Construction. Each party to this Agreement has had the opportunity to review this Agreement, both on the party’s own and with its legal advisor(s), before deciding whether to sign this Agreement. As such, neither party shall be deemed the drafter of this Agreement for the purpose of interpreting or construing any of the provisions herein.
8. Attorneys’ Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reimbursement from the losing party all reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.
9. Notice. All notices, requests, demands, claims, and other communications (Notice) which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given: when received, if personally delivered; when sent, if electronically delivered; or ﬁve business days after such Notice is sent, if sent by registered or certiﬁed mail, return receipt requested, postage prepaid, and addressed to the intended recipient according to the address instructions of the recipient.
10. Survival. Any provision of this Agreement which by its terms imposes a continuing obligation on the parties hereto shall survive the expiration or termination of this Agreement.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between Company and Contributor relating to the subject matter described. No changes, modiﬁcations, or amendments of any term hereof shall be valid unless agreed upon by the parties in writing. IN WITNESS WHEREOF, the undersigned duly execute this Swan Method Training

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Tone Hair Salon LLC

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Signed by Leda Fazal
Signed On: July 12, 2024

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May 7, 2024 2:35 pm EDT

Swan Method Online Course NDA Uploaded by Leda Fazal - [email protected] IP 37.111.206.54