Memorandum Of Understanding

It is understood and agreed that by using the STEP Method, to be known as the Licensed Technology, you inherently agree to this Memorandum of Understanding (MOU). The intent of this MOU is to establish guidelines under which you agree to utilize the STEP Method, its Terms of Use and your responsibilities.

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Introduction

WHEREAS, the Developer is the inventor of a unique and proprietary technique for reducing or eliminating trigger-points within the cervical musculature known as the "STEP Method" and referred to in this MOU as Licensed Technology. The Developer has provided an online training referred to as the Video Training Course for The Licensed Technology; and

WHEREAS, throughout this MOU, the party who has been granted access to using the Licensed Technology, shall be known as or referred to as the Subscriber.

WHEREAS, Dr. John Stagl is the developer of the Licensed Technology, any reference to Dr. Stagl will be known as or referred to as the Developer.

WHEREAS, Subscriber desires to obtain permission from the Developer to use the Licensed Technology for the purpose of learning to locate and eliminate trigger-points within the cervical musculature on him or herself as demonstrated in the Video Training Course provided on the website Relief4Headaches.com.

WHEREAS, Developer agrees to provide non-exclusive permission to the Subscriber to use the Licensed Technology; and

WHEREAS, Subscriber agrees to watch said Video Training Course in its entirety until fully understood prior to attempting to utilize The Technology; and

WHEREAS, In the event that Subscriber requires assistance in locating and eliminating his or her trigger-points, Developer agrees to allow a third party to provide such assistance only after they have watched the Video Training Course in full prior to providing any assistance to the subscriber.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties agree as follows:

1. Terms of Use

1.1. Subscriber shall not use the Licensed Technology for any purpose other than the treatment of the Subscriber;

1.2. Subscriber shall not modify, adapt, or create derivative works of the Licensed Technology without the prior written consent of the Developer.

1.3. Subscriber shall not disclose the Licensed Technology to any third party without the prior written consent of the Developer.

1.4. Subscriber shall represent the Licensed Technology accurately and in a professional manner.

2. Term and Termination

2.1. The term of this MOU shall commence on the Date of Subscription and shall continue for a period of 100 years (the "Term").

2.2. This MOU may be terminated by either party upon 30 days written notice to the other party in the event of a material breach of this MOU that is not cured within such notice period.

2.3. Upon termination of this MOU, the Subscriber shall immediately cease all use of the Licensed Technology and return to the Developer all copies of any written materials or electronic access related to the Licensed Technology.

3. Fees and Refunds

3.1. In consideration of the subscription granted hereunder, Subscriber has agreed pay to the Developer an upfront subscription fee which is non-refundable AFTER 14 DAYS of trial use.

3.2. In the event that the Subscriber is unable to locate a trigger-point, he or she shall be entitled to a full refund WITHIN the first 14 days of their subscription.

3.3 IT IS UNDERSTOOD AND AGREED THAT THE SUBSCRIBER SHALL WATCH THE ENTIRE VIDEO TRAINING COURSE AND HAVE SUCCESSFULLY CONTACTED THE SUPPORT STAFF AND/OR THE DEVELOPER WITHIN SAID 14 DAY PERIOD FOR ASSISTANCE ON AT LEAST ONE OCCASION. THIS SHALL BE DOCUMENTED IN WRITING VIA EMAIL SHOWING BOTH AN INITIAL EMAIL AND A RESPONSE FROM THE DEVELOPER OF STAFF. In other words, the Subscriber needs to show a good faith effort in using the Licensed Technology prior to requesting a refund.

4. Intellectual Property Rights

4.1. Developer retains all rights, title, and interest in and to the Licensed Technology, including all intellectual property rights therein.

4.2. This Agreement does not grant Subscriber any ownership rights in the Licensed Technology.

5. Confidentiality

5.1. Subscriber agrees to hold in confidence all information relating to the Licensed Technology, including but not limited to the detailed description, written materials, training materials, and protocols unless for their EXCLUSIVE PERSONAL USE.

5.2. Subscriber shall not disclose any Confidential Information to any third party without the prior written consent of the Developer.

6. Representations and Warranties

6.1. Developer represents and warrants that it has the full right, power, and authority to enter into this MOU and to grant use of the Licensed Technology to the subscriber.

6.2. DISCLAIMER OF WARRANTIES: THE LICENSED TECHNOLOGY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Indemnification

7.1. Subscriber and all such related parties, through this subscription hereby agree to indemnify and hold harmless Developer from and against any and all claims, losses, damages, liabilities, expenses, and costs (including reasonable attorneys' fees) arising out of or relating to Subscriber’s use of the Licensed Technology.

8. Limitation of Liability

8.1. IN NO EVENT SHALL DEVELOPER BE LIABLE TO ANY SUBSCRIBER, LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS MEMORANDUM OF UNDERSTANDING, EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Governing Law and Jurisdiction

9.1. This MOU shall be governed by and construed in accordance with the laws of the State of Florida in the United States of America without regard to its conflict of laws principles.

9.2. Any dispute arising out of or relating to this MOU shall be brought exclusively in the state or federal courts located in Alachua County, Florida.

10. Entire Agreement/Memorandum of Understanding

10.1. This MOU constitutes the entire agreement/MOU between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Severability

11.1. If any provision of this MOU is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. Counterparts

12.1. This MOU shall be executed/understood and agreed through the act of accepting the subscription to use the Licensed Technology, and shall be deemed an original, but all of which together shall constitute one and the same instrument.

UPON ACCEPTANCE OF THE SUBSCRIPTION, THIS MEMORANDUM OF UNDERSTANDING BECOMES EFFECTIVE ON THIS DAY AND THROUGHOUT THE TERM OF USE OF THE LICENSED TECHNOLGY KNOWN AS THE STEP METHOD.