License Agreement

This License Agreement is entered into by and between You (“Licensee” or “You”) and Pop Hop & Rock LLC, d/b/a PIVOT TO PLAY (“Licensor”). The following Agreement governs the Licensee’s access to and use of the Licensed Mark(s), the Content, and the functionality and services offered through the Program, as defined below.

 

WHEREAS Licensor is the creator and owner of certain copyrighted works related to children’s fitness and play;

WHEREAS, Licensor is the sole and exclusive registrant of certain Licensed Marks, including the Certification Mark PIVOT TO PLAY CERTIFIED;

WHEREAS Licensor provides training and instruction to individuals seeking to become certified to teach Licensor’s techniques, which include use of Licensor’s copyrighted material and Licensed Marks;

WHEREAS Licensee wishes to become certified to be an instructor to teach Licensor’s programs, processes, and other copyrighted material via client sessions;

WHEREAS, Licensee desires to obtain from Licensor a license to use the Licensed Mark(s) to show certification in the Program;

WHEREAS Licensor is willing to certify Licensee subject to the terms of this Agreement;

NOW, THEREFORE, in consideration of the promises and covenants set forth in this Agreement and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Licensor and Licensee (together, the “Parties“) agree as follows:

  1. Definitions.
    1. Agreement” means these terms and conditions, together with any documents expressly incorporated by reference;
    2. Applicant” means the status of the Licensee after the signing of this Agreement but before their approval as a PIVOT TO PLAY CERTIFIED coach. Applicant must pay all fees, successfully complete all requirements in Exhibit A, and execute this Agreement before they are permitted to be a Licensee of the Certification mark.
    3. Certification Fees” means the fees due for continued Certification in the Program;
    4. Certification” means the status granted to the Licensee for compliance with all objective certification and maintenance requirements, resulting in the approval to use the Certification Mark “PIVOT TO PLAY CERTIFIED” in the course of the Licensee’s business and in association with the Program and the Content;
    5. Confidential Information” means any information that the Licensor may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media when designated or otherwise identified as “confidential.”
    6. ‘”Content” means Licensor’s lesson plans, videos, workbooks, materials, evaluations and teacher guides relating to the Program;
    7. Feedback” means any communications or materials sent to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Program or Content, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.
    8. Licensed Mark(s)” means (i) the Certification Mark and (ii) PIVOT TO PLAY™, WHERE FUN IS SMART™, and/ (iii) any other common law or federally registered trademark associated with the PIVOT TO PLAY Certification. The License shall not extent to any other trademarks, trade names, logos, certification marks, or other Marks belonging to the Licensor.
    9. Losses” means all losses, damages, liabilities, costs, or injury, including attorneys’ fees.
    10. Program” means the proprietary childhood fitness and wellness program developed by Licensor, including but not limited to the Content.
    11. Third Party Claim” Any third-party claim, suit, action, or proceeding against a Party to this Agreement.
    12. Website” means https://pivottoplay.com/pivot-to-play-certification/.
  2. Prerequisites & Requirements.

    Licensee warrants that Licensee meets the prerequisites identified in Exhibit A, attached hereto, and that his or her Certification and status as a Licensee is conditional on successful completion of the Requirements listed therein. In the event documentation is necessary to verify Licensee meets such prerequisites, Licensee shall timely provide reasonable documentation demonstrating the prerequisites are met.
  3. License.
    1. License Grant. Subject to and conditioned on Licensee’s payment of Certification Fees, successful completion of the certification requirements in Exhibit A, and compliance with all terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the Term to: (i) use the Program and the Content solely for Licensee’s business purposes; and (ii) use and display the Licensed Mark(s) to indicate the Licensee’s Certification in the Program. Licensee agrees to use the Certification Mark only in conjunction with offering the training sessions for which Licensee is certified and for no other use, absent the express, written permission of Licensor.
    2. Use Restrictions. Licensee shall not use the Licensed Mark(s), Program, or Content for any purposes beyond the scope of this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Program or the Content, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Mark(s), the Program or the Content; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Program, in whole or in part; (iv) remove any proprietary notices from the Program or the Content; or (v) use the Licensed Mark(s), the Program, and/ or the Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. The Licensee shall only use the Licensed Marks, the Program, and/ or the Content in a manner that does not diminish or derogate from the rights of the Licensor or damage the Licensor’s reputation or goodwill. The Licensee will not use the Licensed Mark(s) in a way that may cause confusion about whether any products or services offered are the Licensor’s products or services.
    3. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Licensed Mark(s), the Program, or the Content. The Licensee acknowledges the Licensor’s sole ownership of the Licensed Mark(s) and any associated goodwill, and that the Licensor retains all right, title, and interest in and to the Licensed Marks, the Program, and the Content. The Licensor is the sole beneficiary of the goodwill associated with use of the Licensed Mark(s).
  4. Licensee Behavior.
    1. Each Licensee Shall:
      1. Provide optimal professional service and demonstrate excellent client care;
      2. Conduct themselves in a manner that merits the respect of the public and other colleagues;
      3. Respect the confidentiality of all client and/ or employer information;
      4. Practice with honesty, integrity, and lawfulness;
      5. Obey all local, state, federal and. or provincial laws, regulations, and professional rules; and
      6. Behave professionally and not in a manner that undermines the Licensor’s reputation.
    2. The Company reserves the right to suspend or revoke this license for any of the following reasons:
      1. Acts of dishonesty, misrepresentation, or fraud;
      2. Behavior that disregards the dignity, safety, or privacy of anyone under the Licensee’s oversight;
      3. Unlawful activity, particularly such activity that jeopardizes the life, safety or health of others or calls into question the Licensee’s ability to practice as a competent fitness professional;
      4. Conduct that is discriminatory or harassing, including acts of sexual harassment;
      5. The Licensee diagnosing, treating, or purporting to diagnose any medical, mental, or physical conditions;
      6. Denial or revocation of licensure, registration, or approval by a state board or agency or membership organization with oversight responsibilities for the profession on grounds of gross misconduct, gross negligence of duties, misrepresentation or fraud;
      7. Use of the Licensed Mark(s), the Program, or the Content in a particular manner or jurisdiction are deemed to violate any applicable laws or regulations, or may subject the Licensor to any third party claims, legal proceedings, penalties, or liabilities;
      8. Unauthorized use of the Company’s proprietary content or materials or any infringement activities with regards to any of the Company’s intellectual property rights, including its copyrighted materials, its trademarks, logos, and/ or trade names, including those of any of its products, whether in long name, short name or acronym form;
      9. Material misrepresentation or fraud in any statement to the Company;
      10. Licensee entering a plea of guilty or nolo contendere (no contest) to a felony or misdemeanor. or having been found through legal process to have been negligent or responsible for injury or harm; or
      11. Misrepresenting his/her qualifications.
  5. Certification Fees and Payment.
    1. Certification Fees. Licensee shall pay Licensor the Certification Fees annually. By entering into this Agreement, Licensee authorizes Licensor (or its third-party payment processor) to use and process payment using the credit card provided during the \ registration process for the full amount due. If Licensee fails to make any payment when due or if Licensee’s credit card is declined, Licensor may either (i) revoke access to the Content, (ii) revoke the right to use the Certification Mark, and/ or (iii) terminate this Agreement.
    2. Auditing Rights and Required Records. Licensee agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Licensor may, at its own expense, on reasonable prior notice, periodically inspect and audit Licensee’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Licensee has underpaid Licensor with respect to any amounts due and payable during the Term, Licensee shall promptly pay the amounts necessary to rectify such underpayment, together with interest at the maximum judicial rate allowable. Licensee shall pay for the costs of the audit if the audit determines that Licensee’s underpayment equals or exceeds 10% for any annual fee. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.
  6. Confidential Information.

    From time, the Licensor may disclose Confidential Information to the Licensee. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Licensee at the time of disclosure; (c) rightfully obtained by the Licensee on a non-confidential basis from a third party; or (d) independently developed by the Licensee. The Licensee shall not disclose the Licensor’s Confidential Information to any other person or entity. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the Licensee shall promptly return to the Licensor all copies, whether in written, electronic, or other form or media, of the Licensor’s Confidential Information, or destroy all such copies and certify in writing to the Licensor that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the Licensee; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Program Intellectual Property Ownership; Feedback.
    1. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Program and Content. Under no circumstances shall any intellectual property rights in the Program or Content transfer to Licensee.
    2. Feedback. Licensor is free to use Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
  8. Trademark Rights.
    1. Mark Ownership.
      1. Licensee hereby acknowledges Licensor’s priority of right, title and interest in and to the Licensed Mark(s);
      2. During the Term, Licensee shall at no time adopt or use, without Licensor’s prior written consent, any variation of the Licensed Mark(s) or any mark likely to be similar to or confusing with the Licensed Mark(s).
      3. Licensee’s use of the Licensed Mark(s) and any and all good will arising from such use shall inure solely to the benefit of the Licensor, and, during the Term, Licensee shall not assert any claim to the Licensed Mark(s) or such good will.
      4. Licensee agrees to comply with the Brand Guidelines set forth from time to time by Licensor with respect to the appearance and use of the Licensed Mark(s). Any variation or form of use of the Licensed Mark(s) not specifically provided for in the Brand Guidelines shall be adopted by Licensee only upon prior written approval of Licensor.
      5. Licensee shall display the Licensed Mark(s) and shall include all appropriate notices and legends with respect to Licensed Mark(s) as are or may be required by applicable Federal, State or local trademark laws or which may be reasonably requested by Licensor, including the use of the following, as applicable: ®, , or SM.
      6. Licensor represents and warrants that it has full power and authority to enter into this Agreement.
    2. Quality Control.
      1. Materials. Licensor shall have the right to approve or disapprove any or all physical or digital materials on which the Licensed Mark(s) are used. Licensor’s approval shall not be unreasonably withheld.
      2. Quality and Reputation. Licensee acknowledges that the Licensed Mark(s) is associated with high quality and professional provision of the Certification. Licensee shall adhere to the level of quality and shall maintain the reputation of the Licensed Mark(s) at a level comparable level to the level at the time of this Agreement or thereafter required by Licensor.
      3. Inspection. Licensee will, upon reasonable request from Licensor, provide video, audio, or written examples of Licensee’s use of the Content or the Program to ensure compliance with Certification standards. Licensee will provide requested video, audio, or written examples within ten (10) business days from receipt of written request.
      4. Quality Repair. If the quality of the Certification falls below the standards set forth in this Agreement or any other associated Certification documents, Licensee shall have thirty (30) days to restore such quality, or the Licensor may terminate this Agreement.
    3. Best Efforts.

      Licensee shall use its best efforts to maintain and enhance the value of the goodwill in the Licensed Mark(s). Licensor shall use its best efforts in the defense of the Licensed Mark(s).
  9. Licensee Responsibilities.

    Licensee is responsible and liable for all uses of the Program and Content resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

  10. Warranty Disclaimer. THE PROGRAM AND CONTENT ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE PROGRAM AND CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  11. Indemnification.
    1. Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and Losses incurred by Licensee resulting from any Third Party Claim that the Program or Content, or any use of the Program or Content in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights/US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.


      If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor’s sole discretion, to (i) modify or replace the Program or Content, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee.
    2. Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee’s, or any Licensee’s: (i) negligence or willful misconduct; or (ii) use of the Program or Content in a manner not authorized or contemplated by this Agreement; (iii) modifications to the Program not made by Licensor; or (iv) any claim, injury, death or property damage arising out of Licensee and Licensee’s use of the Program and Content. Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    3. Sole Remedy. THIS SECTION SETS FORTH LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PROGRAM OR CONTENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  12. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
  13. Term and Termination. Licensee’s Certification is yearly, and shall terminate one (1) year after execution unless otherwise extended by the Parties. Notwithstanding the foregoing, this Agreement may be terminated as follows:
    1. Termination by Licensor. Licensor may terminate this Agreement, immediately, if Licensee: (i) fails to pay any amount when due hereunder; or (ii) fails to renew the Certification, or (iii) breaches any other term of this Agreement
    2. Termination by Licensee. Licensee may terminate this Agreement by cancelling its account as directed by Licensor on the Website. Upon termination, Licensee’s access will terminate and no additional Content will be available for download.
    3. Effect of Expiration or Termination. Upon termination of this Agreement, the license(s) granted hereunder will also terminate. Effect of Termination of this Agreement. Upon termination or expiration of this Agreement, Licensee shall immediately discontinue all use of the Certification Mark and any name, label, logo or mark confusingly similar to the Certification Mark and will destroy any and all printed or electronic materials bearing the Certification Mark. Termination will not affect Licensee’s obligation to pay all Certification Fees that may have become due before such expiration or termination or entitle Licensee to any refund.
  14. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and must be delivered by email (with confirmation of transmission) to the email address on file with the Licensee’s account and/ or billing information. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, or (ii) if the Party giving the Notice has complied with the requirements of this Section.
    3. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    5. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the courts of the Commonwealth of Virginia in each case located in the County of Henrico, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    6. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
    7. Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under this Agreement, would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

 

Exhibit A

Certification Prerequisites and Requirements

  1. Prerequisites
    • Before being granted status as a Licensee, the prospective Licensee (the “Applicant”) shall be in compliance with all state and local laws and ordinances regulating business activities;
    • Applicant shall have an insurance policy appropriate to the nature and the number of clients served by the Licenses;
  2. Requirements
    1. Video Requirement
      • Part of the certification requires a video of Applicant facilitating the program to a group of children.
      • Applicant may not charge a fee for this test facilitation.
      • In the spirit of the PIVOT TO PLAY mission, Applicant is highly encouraged to select an underserved group who would not traditionally have access to a similar Program.
      • Video should be 25—30 mins long (length of one lesson plan).
      • Videos should be unedited. If Applicant must divide the videos due to file size, please email Pivot to Play support at smartfun@pophopandrock.com
      • Grading will be based on the following, and applicant must demonstrate mastery of each element:
        • Safety of the program: applicant leads the program safely, the setting is safe
        • Did the applicant ensure the activities were challenging but achievable
        • Did the applicant make the activity age appropriate for the child
        • Was the applicant welcoming to the children, respectful of the adults
        • Does the applicant demonstrate their knowledge of the activity/game?
        • Was the applicant patient with the children?
        • Did the applicant show positive energy about the kids and the activities?
        • Was the applicant easy to understand?
        • Were the directions concise and clear, easy to hear and understand?
        • Was the applicant able to provide attentive supervision where needed?
        • Was the applicant able to give appropriate assistance where needed?
        • Was the applicant able to provide a gradual progression of the activity?
        • Was the applicant able to give positive reinforcement and/or specific feedback?

        Remember: you are graded on your facilitation, not the children’s skill.

      • Automatic Disqualification. Applicant will be issued a failing score and must re-submit a video if safety is not observed. For example:
        • if children are allowed to climb on folding tables or chairs,
        • if children are encouraged to run through an outdoor play space with cars driving through it,
        • if the program is conducted in an area where heavy objects may fall on the children,
        • There is no effort to control the children and they run the risk of hurting each other/themselves.
    2. Cover Letter
      • Cover letters should discuss what experience and value Applicant took away from working with the children in the video both (i) personally and (ii) professionally.
    3. Submission
      • Applicant should upload the video submission to YouTube or Vimeo, with the video set to Private (access only permitted to those with permission).
      • Email smartfun@pophopandrock.com with the subject line, “VIDEO SUBMISSION: [Your Name]. Include:
      • The link to the video submission
      • Your cover letter
      • Applicants will be notified of their acceptance or, in the alternative, if they should submit a different video or cover letter.

 

EXHIBIT B

PIVOT TO PLAY Code of Conduct

As a PIVOT TO PLAY CERTIFIED™ coach:

I will advocate for big physical play in my community

I commit to be a leader in my community, one who supports the value of play to the health, wellbeing and development of children

I will foster a desire for play and fun in the Pivot to Play™ programming I lead through professionalism

I commit to showing my clients my enthusiasm for big physical play and sharing that with the children with whom I am working

I pledge to represent Pivot to Play™ in a positive light in my community, with parents, teachers, administrators and schools and will interact with those in my community in a professional manner

I commit to integrity and will work fairly, honestly and legally with all my clients

I commit to foster those values in my own life and will purposefully include play and physical activity in my life.

I will lead the Pivot to Play™ programming with playful purpose, with the goal of helping kids feel confident in their skills and their play, while fueling their desire to enhance their abilities and increase their confidence.

I will teach only the Pivot to Play™ Curriculum and will not intersperse the Pivot to Play™ curriculum with other curricula.

I will not use the Pivot to Play™ Curriculum or any Pivot to Play™ content including the Pivot to Play Certification™ in other programs

I will not create my own lesson plans to teach in a Pivot to Play™ class or program, I will only use the formats designed by Pivot to Play™ and will follow the guidelines set out by my membership and designation (Coach or Master Coach)

I will follow all local ordinances (e.g.: use of parks, use of public space, mask mandates)

I will not stream music from any streaming service for use in my classes, I will  only use songs and music I own.

I will protect the Pivot to Play™ assets including but not limited to the Pivot to Play™ Curriculum and the Pivot to Play Certification™, which protect my business and my integrity.

I will not share Pivot to Play™ curriculum or the Pivot to Play Certification™ with anyone

 

I HAVE FULLY READ THIS AGREEMENT AND ALL OF THE ATTACHED EXHIBITS. I ACKNWLEDGE THAT MY ACCEPTANCE TO BE A PIVOT TO PLAY LICENSEE IS DETERMINED BY MY SUCCESSFUL COMPLETION OF ALL TERMS AND CONDITIONS IN THIS AGREEMENT, AND REQUIRES SUBMISSION OF THE VIDEO AND COVER LETTER IN EXHIBIT A.