Terms of Use
A Scented Space maintains this website, any courses offered and other linked and related sites (the “Site”) for the use of its customers, vendors, students, and other Site users (“Users”) upon agreement to the following terms. Please read the terms carefully before using the Site. Use of this website indicates acceptance of these “Terms of Use” and forms a binding agreement between you and A Scented Space. If you do not agree to these terms, do not use this Site.
1. Use of Site
A Scented Space provides various materials, information, articles, news and other information on this and related sites and in courses offered through this site (the “Materials”). A Scented Space authorizes each User to view and download one copy of the Materials. Materials may be downloaded and a maximum of one copy of the Materials may be printed provided that Users make no modifications to the Materials and you retain all copyright and other proprietary notices contained in the original Materials on any copies of the Materials. Users may not modify the Materials at this Site in any way or reproduce, share or distribute them. Users will keep all Materials confidential, and will not sell, auction, loan, rent, give away, describe, summarize, or otherwise reveal the Materials or their contents, to any other person or entity. Any breach of these Terms of Use automatically terminates your authorized use of the Site.
2. Trademark and Copyright
A Scented Space and certain other brands, trademarks, and service marks are marks of A Scented Space and its affiliates. The Materials on this Site are copyrighted, and any unauthorized use of any Materials on this Site may violate copyright, trademark, and other laws.
3. Hyperlinks
Links to external websites are provided solely as a convenience to you. A Scented Space has not reviewed all of these external websites, does not control and is not responsible for any of these sites or their content. If you decide to access any of the external websites linked to this Site, you do so entirely at your own risk.
4. No Warranty
The Materials provided at this site are provided “as is” without any warranties of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property. A Scented Space further does not warrant the accuracy and completeness of the Materials at this Site. A Scented Space may make changes to the Materials at this Site, or to the services and prices described in them, at any time without notice. The Materials at this Site may be out of date, and A Scented Space makes no commitment to update the Materials at this Site.
5. Limitation of Liability
In no event will A Scented Space, its suppliers, or other third parties mentioned at this Site be liable for any damages whatsoever (including, without limitation, those resulting from misuse of essential oils, plant material or soap. All A Scented Space products and materials are for inhalation purposes only) arising out of the use, inability to use, or the results of the use of this Site, any websites liked to this Site, or the Materials or information contained at any or all such sites, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages. If your use of the Materials or information from this Site results in the need for servicing you assume all costs thereof.
6. Applicable Law
The Terms of Use are governed by the laws of the province of British Columbia, Canada. Failure to enforce strict performance of the Terms of Use shall not be construed as a waiver of any provision or right. A Scented Space may assign its rights and duties under the Terms of Use without notice to any party at any time.
7. Effective Date and Updates
The Terms are effective as of May 1st, 2022 and are subject to change without notice by A Scented Space at any time. Please check for changes regularly. Your use of this Site after such changes constitutes your agreement to such changes.
LICENSE AGREEMENT
WHEREAS A Scented Space is the exclusive owner of and has the exclusive right and license to use and to permit others to use a model of care for grief and loss companioning through Aromatic Anchoring (the “Model of Care”), which model consists of: (a) an in-depth training program; (b) the right to use A Scented Space’s intellectual property, including its trade secrets, trademarks, and copyrighted materials; and (c) access to on-going support and mentorship in facilitating the Model of Care, all of which constitute a part of said system which is referred to herein as the “Program.”
WHEREAS the Member is desirous of obtaining permission to use the Program in the conduct of the Model of Care in accordance with the terms and conditions set forth below.
NOW, THEREFORE, for and in consideration of the premises and the covenants contained in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties agree as follows:
1. OBLIGATIONS OF THE MEMBER DURING TRAINING PROGRAM
The Member covenants and agrees:
1.1Training. The Member will participate in and complete A Scented Space’s training program which will consist of:
a. basic facilitator training program to be completed remotely or at a location to be designated by A Scented Space;
b. a written examination to test knowledge of the basic facilitator training program; and
c. within one year from the successful completion of (a) and (b), written submission of three (3) case studies to the satisfaction of A Scented Space (collectively, the “Training Program” - see form 1.12 – Certified Licensee Member Outline).
1.2 Training Fee. Before entering the Training Program, the Member will pay A Scented Space the current training fee.
1.3 Completion of Training Program. A Member will complete the Training Program upon the Member’s fulfillment of the conditions set out in Sections 1.1 and 1.2, at A Scented Space’s sole determination.
1.4 Conduct During Training Program. While participating in the Training Program, in all actions relating to the Program, the Member will:
- refer to itself as an A Scented Space Facilitator in Training;
comply with the provisions set out in Sections 2.3, 2.4, 2.5, and
- comply with any further restrictions placed on the Member by A Scented Space.
1.5 Removal from Training Program. A Scented Space may remove a Member from the Training Program if, in A Scented Space’s sole determination, the Member:
a. fails to complete the Training Program within one year of passing the written examination;
b. fails to comply with Section 1.4;
c. does anything that disparages, discredits, or in any way harms the Program and/or A Scented Space.
Upon the Member’s removal from the Training Program, the Member will return to A Scented Space or destroy any training materials in its possession, and cease holding itself out as affiliated with A Scented Space. The Training Fee will not be returned to the Member.
2. OBLIGATIONS OF THE MEMBER AFTER TRAINING PROGRAM
The Member covenants and agrees:
2.1 Term and Annual Fee. Upon completion of the Training Program, the Member will pay to A Scented Space the current annual membership fee (the “Membership Fee Payment”).
2.2 Provision of the Program. In facilitating the Program, the Member will:
a. comply with the teachings of the Training Program, including promoting the inhalation only of essential oils;
b. comply with all applicable laws of the jurisdiction it and its clients are located in; and
c. comply with any direction or instruction provided by A Scented Space.
2.3 Restrictions. In facilitating the Program, the Member will not and will not offer to:
a. diagnose, prescribe or make claims that the Program can cure any illness or disease;
b. encourage or perform the application of essential oils directly to the skin or taken internally. This Program allows for inhalation only of any essential oil.
c. do anything that disparages, discredits, or in any way harms the Program and/or A Scented Space.
2.4 Insurance. During the Term, the Member will maintain at its own expense professional liability insurance to commercially reasonable levels, or as specified from time to time by A Scented Space.
2.5 Indemnity. The Member hereby indemnifies and holds harmless A Scented Space, its officers, directors, employees and agents from any and all claims, losses, liabilities, damages, expenses and costs which result from the Member’s facilitation of the Program.
3. OBLIGATIONS OF A SCENTED SPACE
A Scented Space covenants and agrees:
3.1 Mentoring and Consultation with Member. To make available to the Member consulting with and mentorship by the appropriate personnel of A Scented Space relating to operating the Program and the techniques used therein.
3.2 Sale of Materials. To make available to the Member, at prices to be determined by A Scented Space, materials to be used in the facilitation and advertising of the Program.
3.3 Certification. To provide documentation certifying that the Member is a member in good standing of the Program.
3.4 Advertising. To list the Member as a facilitator on the Program’s website if member desires.
3.5 Member’s Group. To make available for the Member access to an online member-only group for facilitators of the Program.
3.6 Use of Intellectual Property. To permit the Member to use (a) the trademark “A Scented Space;” (b) A Scented Space’s copyrighted materials in advertising and facilitating the program; and (c) A Scented Space’s trade secrets, provided such use is as directed by A Scented Space.
4. INTELLECTUAL PROPERTY
4.1 The Member acknowledges and agrees that the trademarks, copyrighted materials, and trade secrets developed by A Scented Space, including the method of facilitating the Program, are the intellectual property of A Scented Space (the “Intellectual Property”). The Member agrees that it will not challenge the validity or ownership of the Intellectual Property during and after the term. The Member agrees to take reasonable steps at the direction of A Scented Space to enforce and secure the Intellectual Property for the benefit of A Scented Space.
5. TERMINATION OF AGREEMENT
5.1 Term. The term of this Agreement will begin on the start date of training (whether online or in-person) and end one year after the Membership Fee Payment.
5.2 Renewal. The Term may be extended by successive one-year periods if, before the end of the Term: (a) the Member pays the current annual membership fee; (b) A Scented Space consents to the renewal.
5.3 Termination by Member. This Agreement may be terminated by Member at any time upon 30 days prior written notice to A Scented Space. Upon termination, A Scented Space may retain any payments made by the Member to A Scented Space.
5.4 Termination by A Scented Space for Cause. This Agreement may be terminated immediately by A Scented Space upon written notice to the Member of the Member’s non-compliance of any provision set forth in this Agreement. Upon termination, A Scented Space may retain any payments made by the Member to A Scented Space.
5.5 Termination by A Scented Space Without Cause. A Scented Space may terminate this Agreement at any time upon 30 days prior written notice to the Member. Upon termination, A Scented Space will return an amount of the Membership Fee Payment pro-rated based on the remaining Term of the Agreement.
5.6 Effect on Termination. Upon termination of this Agreement, all rights of the Member hereunder cease and the member will immediately thereafter cease to use, by advertising or otherwise, the Program or any part thereof, or any forms, systems, materials or marks used in connection with the Program, including the trademark A Scented Space and the aromatic anchoring system. The Member will return forthwith to A Scented Space all materials provided to the Member by A Scented Space.
6. CONFIDENTIALITY
6.1 Non-Disclosure of A Scented Space Information. The Member hereby agrees that it will not use, divulge, sell, give, or otherwise distribute to any person whatsoever, or otherwise make public, any information received from A Scented Space and marked or otherwise indicated as being confidential (“Confidential Information”) during the Term and for a period of five (5) years thereafter.
6.2 The Member will not, at any time during the Term or any time thereafter, use, discuss or disclose to any person any trade secret of A Scented Space.
6.3 The Member will, during the Term only, have the right to use Confidential Information in relation to facilitating the Program, provided the Member will take all necessary, useful, or desirable measures in order to prevent the disclosure or non-authorized use of such Confidential Information.
6.4 Client Confidential Information. The Member will keep confidential all client information obtained in facilitating the Program, and will abide by all applicable privacy laws, including relating to the retention and deletion of such information.
7. NON-SOLICITATION
7.1 The Member agrees that, for a period during the Term and for two (2) years thereafter, the Member shall not, directly or indirectly:
a. induce or attempt to induce any client to refrain from or cease doing business with A Scented Space and/or another facilitator of the Program.
b. the Member acknowledges that the restrictive covenant included herein is reasonable and such restrictive covenant is an essential part of this Agreement and necessary in order to protect and maintain the proprietary interests and other legitimate interests of A Scented Space.
7.2 the Member recognizes and agrees that monetary damages for breach of Section 7.1 of this Agreement would be inadequate, and further agrees that, for breach of such provisions, A Scented Space shall be entitled, in addition to any other rights, remedies or damages available to A Scented Space at law or in equity, to injunctive relief and may enforce such rights by an action in any court of competent jurisdiction in the Province of British Columbia, and that the Member shall be entitled to all of its costs and expenses in obtaining such relief including reasonable solicitor and client legal costs and disbursements.
8. GENERAL
8.1 Governing Law. This Agreement will be governed by the laws of the Province of British Columbia and applicable federal laws of Canada without reference to principles of conflict of law.
8.2 Entire Agreement. This Agreement sets forth the entire agreement and understanding between A Scented Space and the Member relating to the subject matter herein and merges all prior discussions. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my other terms including duties, salary or compensation will not affect the validity or scope of this Agreement.
8.3 Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
8.4 Arbitration. Should there be a disagreement or dispute between the parties hereto with respect to this Agreement or the interpretation thereof, the same shall be referred to a single arbitrator pursuant to the Arbitration Act, S.B.C. 2020, c.2 (British Columbia), and the determination of such arbitrator shall be final and binding upon the parties hereto.
8.5 Nature of Party’s Relationship. The Parties agree that this Agreement, and no term of this Agreement shall be construed as, making the parties principal and agent, employer and employee, partners, co-venturers or co-owners of any property created or developed hereunder.
8.6 Notices. All notices required or permitted to be given under this Agreement shall be either (a) in writing and personally delivered to the address of the intended recipient set forth on the first page of this Agreement; or (b) in writing and delivered by e-mail at the e-mail number of the intended recipient set forth on the first page of this Agreement, provided receipt of the e-mail must be proven by the transmitter. Either party may change its addresses from time to time by notifying the other party in one of the aforesaid manners.
8.7 Survival. Sections 2.5, 4.1, 5.6 and Articles 6 and 7, shall survive the termination of this Agreement and continue on in effect.
8.8 Counterparts. This Agreement may be executed in counterparts, each of which together shall be deemed an original, but all of which together will constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
CERTIFIED LICENSEE MEMBER OUTLINE (Form 1.12)
A Scented Space Licensee Agreement allows the facilitator the license to use the A Scented Space Program's model of care for their own personal use and financial benefit. The yearly membership provides access to membership benefits.
The A Scented Space Facilitator Certification requirements include: the Facilitator training, written assessment (exam) and written submission of the following case studies: case studies for 2 private, one-to-one sessions (note: each A Scented Space session consists of 4 different scents and each scent must have a written assessment corresponding to it. There will be a total of 8 documents required in completing these case studies) + 1 case study for 1 group session (again, there are 4 different scents per one A Scented Space session, so there will be 4 documents required for 1 group session).
The total documents to be submitted will be 12 for all case studies.
Email documents to [email protected] within 1 year of exam date. Once you have received your A Scented Space Facilitator certificate, submit annual membership fee (required to facilitate the A Scented Space program)
*Facilitators must be current with annual membership fee to keep certification active.
* Facilitators must carry own insurance.
* Members must never diagnose, prescribe or make claims to cure any illness or disease.
* Members must adhere to the program's strict rules of inhalation only. Essential oils may never be applied directly to the skin or ingested.
Note: Becoming certified to be an A Scented Space facilitator does not grant the license to teach the A Scented Space's model of care to any one person or organization. Facilitators are free to advertise their professional service in any way that does not bring discredit to the A Scented Space program.