PREKURE Certified Brand Mark Terms

Summary:
Following graduation, PREKURE Certified Health Coaches can use the PREKURE Certified Brand Marks and PREKURE logo to promote themselves and demonstrate their qualifications. This page sets out the terms that a Health Coach must agree to comply with when doing so. In short, you must:

• Only use the brand marks and logo for their intended purposes and in the form provided to you.
• Not use the brand marks and logo in a way that is misleading or unlawful, would damage the value of the brand marks or logo or would damage PREKURE’s reputation.
• Meet any ongoing obligations for PREKURE Health Coaches and complete an Annual Declaration each year.

The full terms and conditions are set out below.
If you have questions related to the use of the PREKURE Certified Brand Mark or PREKURE logo, or would like the brand mark or logo in a different file format than has been provided to you, please contact us at [email protected].

1. Application of these Terms

1.1 Persons who have graduated from one or more of PREKURE’s Health Coach programs (Health Coaches) are offered the opportunity to receive and use the PREKURE Certified Brand Mark. To do so, a Health Coach must first agree to only use the PREKURE Certified Brand Mark in accordance with these PREKURE Certified Brand Mark Terms, as amended by PREKURE from time to time (Terms).

1.2 There are currently four PREKURE Brand Marks that may be granted depending on a Health Coach’s certification with PREKURE:

• PREKURE Certified Health Coach
• PREKURE Certified Metabolic Health Coach
• PREKURE Certified Mental Health Coach
• PREKURE Certified Master Coach

1.3 A Health Coach who confirms, in the form required by PREKURE, that they agree to these Terms (you / Brand Mark User) will receive electronic copies of the applicable PREKURE Certified Brand Marks, the PREKURE logo and any associated material (Brand Marks) from PREKURE. These are the only versions of the Brand Marks that you may use.

1.4 You must comply with these Terms, including periodically completing your Annual Declaration, in order to continue using the Brand Marks.

1.5 PREKURE may update and amend these Terms from time to time at its sole discretion, but will provide existing Brand Mark Users with [30 days] prior notice (which may be by way of a general notice on the PREKURE website) if intending to make material changes to their rights to use the Brand Marks. The applicable version of these Terms is the version currently published on PREKURE’s website: www.prekure.com.

2. Agreement

2.1 You acknowledge and agree that PREKURE is the sole and exclusive owner of all rights, interests and intellectual property in the Brand Marks and associated materials, including any rights under trade mark (registered and unregistered), copyright, or common law and any goodwill.

2.2 Subject to these Terms, PREKURE grants you a limited, non-exclusive, royalty free, non-transferrable, non-sublicensable right to use the Brand Marks for the Permitted Use (Licence).

2.3 You will not, by virtue of these Terms, obtain any right, title or interest in the Brand Marks except the right explicitly granted by clause 2.2 above. You will not contest, challenge, claim or adopt any other right, title or interest in the Brand Marks.

2.4 PREKURE does not require you to pay for the use of the Brand Marks. PREKURE’s granting of the Licence, and your agreement to comply with these Terms when using the Brand Marks, will constitute consideration for the agreement between you and PREKURE. As with the remainder of these Terms, the scope of the Licence may be amended by PREKURE from time to time.

3. Term

3.1 Your Licence will commence on the date that you provide confirmation, in the form required by PREKURE, that you agree to use the Brand Marks in accordance with these Terms (Commencement Date). Your Licence does not have a fixed expiry date and will continue until terminated by yourself or PREKURE in accordance with these Terms.

4. Permitted Use

4.1 The purpose of the PREKURE Certified Brand Mark is to display your current certification to practice as an active Health Coach, as accredited by PREKURE. The Brand Marks display that you are certified within the current PREKURE assessment guidelines. The Brand Marks can be displayed for this purpose, in the form provided to you, on your social media, business cards, brochures, websites, and other marketing-related materials used to promote your Health Coaching services (Permitted Use).

4.2 You will follow all reasonable directions, recommendations and requirements given by PREKURE from time to time as to the form, appearance or placement of the Brand Marks. You will ensure that the Brand Marks, where applicable, are accompanied by the ™ symbol or other wording or marking.

5. Prohibited Uses

5.1 You must not use the Brand Marks in any way that is not expressly permitted by these Terms.

5.2 You must not use the Brand Marks in any way that PREKURE, in its sole discretion, believes would be likely to:

(a) discredit PREKURE or brings its reputation into disrepute, diminish its community goodwill, violate the rights of others or any applicable law, mislead the public or mischaracterise the relationship between PREKURE and a PREKURE Health Coach; or

(b) allow the Brand Marks to lose their distinctiveness or become generic.

5.3 You must use the Brand Marks in the form provided to you and must not seek to adapt or modify them, and in particular you must not:

(a) Stretch or condense the Brand Marks;

(b) Change the colours of the Brand Marks;

(c) Change the logotype of the Brand Marks;

(d) Add or delete any additional graphic or textual element to the Brand Marks;

(e) Rearrange the elements of the Brand Marks;

(f) Display any element of a Brand Mark separate and apart from the whole;

(g) Rotate or flip the Brand Marks or otherwise display the Brand Marks on an alternative angle;

(h) Use the Brand Marks within narrative text;

(i) Pair the Brand Marks with any other name, logo or graphic element; or

(j) Create a new logo that incorporates the Brand Marks.

5.4 You must not use the Brand Marks on or in conjunction with resale items, clothing or other products, including promotional items distributed at no charge (e.g. magnets, calendars, etc.).

5.5 You must not use the Brand Marks in your business name or seek to establish a body corporate or register a domain name that includes the Brand Marks or any confusingly similar wording.

6. Health Coaches’ Obligations

6.1 To continue to use the Brand Marks, you will need to meet any ongoing requirements for PREKURE Health Coaches stated on the PREKURE website at: [www.prekure.com/cpd-declaration]. These requirements may be updated by PREKURE from time to time. There may be different requirements for different categories of Health Coaches.

6.2 You are required to make an annual declaration that you have met all relevant requirements in the form set out on the PREKURE website at: [www.prekure.com/cpd-declaration], as updated from time to time (Annual Declaration). PREKURE may require this declaration to be completed by a certain time, or within a certain timeframe, each year. If you fail to make a complete and valid Annual Declaration when required, or your Annual Declaration is misleading or inaccurate, that will be grounds for PREKURE to terminate your Licence.

6.3 You will provide PREKURE upon request from time to time with any information or materials you hold relating to the Brand Marks, to enable PREKURE to monitor and assess your compliance with these Terms.

6.4 You will assist PREKURE to protect the Brand Marks while you are using them, and will:

(a) immediately inform PREKURE if you learn of any actual or threatened infringement or claim against the Brand Marks by another party;

(b) provide PREKURE with any further information requested about the matter; and

(c) co-operate with PREKURE in any action PREKURE takes to protect the Brand Marks.

7. Termination

7.1 Without prejudice to any other right or remedy it may have, PREKURE may immediately terminate your Licence by written notice to you if you:

(a) commit a material breach of these Terms that, in PREKURE’s view, is incapable of remedy;

(b) commit any other breach of these Terms, PREKURE notifies you in writing of the breach and the steps required to remedy the breach, and you fail to complete those steps to PREKURE’s reasonable satisfaction within 10 days of the notice;

(c) behave or conduct yourself in a way which, in PREKURE’s reasonable opinion, poses a risk to PREKURE’s business or reputation, the value or standing of the Brand Marks, or public safety; or

(d) at any time cease to meet the requirements of clause 6.1, fail to make an Annual Declaration as required by clause 6.2, or cease being a Health Coach.

7.2 Either PREKURE or you may at any time terminate your Licence at will upon 90 days’ prior written notice to the other party, or earlier by mutual agreement.

7.3 On the termination of your Licence for any reason, you will immediately cease using the Brand Marks and will destroy or return to PREKURE (at PREKURE’s discretion) any copies of the Brand Marks or materials bearing the Brand Marks in your possession or control.

7.4 Where a Health Coach has been provided with a Licence under these Terms, and that Licence is terminated for any reason, the Health Coach may later apply to PREKURE for a new Licence. A new Licence will only be granted at PREKURE’s absolute discretion, and subject to PREKURE’s express written agreement.

7.5 You agree that, on the termination of your Licence for any reason, clauses 2.1, 2.3, 7.3 to 7.5, 8.1 to 8.3 and 9.1 to 9.6 of these Terms will remain in full force and effect as between you and PREKURE. Termination of a Licence will be without prejudice to any rights, remedies or obligations that have accrued prior to termination or expiry.

8. Limitation of Liability

8.1 PREKURE makes no warranty, representation or undertaking, whether express or implied, in respect of the Brand Marks or the subject matter of these Terms, including all implied warranties of fitness for a particular purpose, non-infringement or completeness. PREKURE has no obligations to any Brand Mark User beyond those explicitly set out in these Terms.

8.2 Subject to clause 8.3 and to the extent permissible by law, the maximum aggregate liability of PREKURE to any person in relation to these Terms and/or the Brand Marks, under any theory of law, will be limited to the amount of [$500].

8.3 PREKURE will not under any circumstances be liable to any person for any punitive, special, incidental, consequential or other indirect damages arising in relation to these Terms or the Brand Marks.

9. General

9.1 A notice given under these Terms must be in writing and delivered either by hand or by email to the recipient. Notices to PREKURE may be sent to [[email protected]]. You agree that PREKURE may send notices by email to the email address you most recently used to contact PREKURE. A notice that is sent by email will be deemed delivered at the time the email enters the recipient’s information system (provided that the email is not returned undelivered or as an error).

9.2 You may not assign, sublicence or transfer in any way any of your rights or obligations under these Terms without PREKURE’s prior written consent.

9.3 A failure by a party to exercise a right under these Terms is not a waiver of that right. To waive a right the waiver must be in writing and signed by the waiving party.

9.4 If any provision in this Agreement is or becomes illegal, unenforceable or invalid that provision will be treated as if it is severed from the Agreement and the legality, enforceability or validity of the remaining provisions of the Agreement will not be affected.

9.5 These Terms, a Health Coach’s confirmation that they agree to these Terms, and the additional requirements stated on the PREKURE website that are referenced in these Terms, will together constitute the entire agreement between PREKURE and that Health Coach regarding the use of the Brand Marks. This agreement will replace any prior agreement or understanding between PREKURE and a Health Coach in relation to the Brand Marks.

9.6 These Terms are governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms.

10. Interpretation

In these Terms:

(a) the Summary and clause headings are for ease of reference only and do not affect the interpretation of the operative clauses of the Terms;

(b) words in the singular include the plural and vice versa; and

(c) a reference to ‘including’ and similar words does not imply any limitation.