ResQBeats CPR LLC

Affiliate Alignment Contract

This TRAINING COORDINATOR AGREEMENT (the “Agreement”) is made and entered into effective as of the day of

(The "Effective Date")

by and between ResQBeats CPR LLC (“ResQBeats”), located at 2230 W Chapman Ave Ste 223, Orange, CA 92703, and

("Training Coordinator").

ResQBeats and Training Coordinator shall be referred to as the “Parties.” 

RECITALS 

WHEREAS, ResQBeats is an authorized American Red Cross Licensed Training Provider & American Heart Association “Training Center” which allows access to Course Record Entry (the “Materials”) through the American Red Cross and American Heart Association; and 

WHEREAS, Training Coordinator desires to provide, and manage the provision by others of, medical training under the curriculum and guidelines of the American Red Cross using the Materials provided by ResQBeats; and 

WHEREAS, Training Coordinator may employ, contract with, or supervise certain instructors whom Training Coordinator has verified meet certain requirements established by the American Red Cross to teach courses using the Materials (“Instructors”); and 

WHEREAS, ResQBeats desires to distribute the Materials to the Training Coordinator and to permit the Training Coordinator to hold itself out as an affiliate of ResQBeats, for purposes of obtaining the Materials, in accordance with the terms and conditions of this Agreement and any Addendum attached to this Agreement. 

NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 

1. TERM 

The term of this Agreement shall begin on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for additional one (1) year terms each year, effective on each anniversary date of the Effective Date (each, a “Renewal Term”), until terminated pursuant to Section 7 of this Agreement. The Initial Term and all Renewal Terms shall collectively be referred to as the “Term.” 

2. ADHERENCE TO POLICIES 

Training Coordinator acknowledges that it has read and understands all applicable manuals and policies of the American Red Cross and American Heart Asoociation relevant to the Materials which Training Coordinator is obtaining from ResQBeats. Training Coordinator will ensure that its conduct and the conduct of its Instructors conforms to all applicable guidelines and policies of the American Red Cross/American Heart Association and all applicable laws and regulations. 

3. CONDUCTING COURSES 

Training Coordinator shall conduct its business with the highest ethical standards and in a manner so as not to reflect poorly on, or in any way injure or damage, the reputation of ResQBeats or the American Red Cross or the American Heart Association. Training Coordinator shall ensure that its employees and Instructors fully comply with the terms of this Agreement in teaching courses. Training Coordinator agrees to contact ResQBeats immediately if any conflicts or problems arise during a class. 

4. INSURANCE REQUIREMENTS (If Applicable) 

Training Coordinator shall provide proof of General Liability Insurance with a minimum coverage amount of $1,000,000 per occurrence. ResQBeats CPR LLC must be listed as an "Additional Insured" on the Training Coordinator's policy. A copy of the insurance certificate must be provided to ResQBeats prior to the commencement of any training activities. 

5. TRAINING COORDINATOR RESPONSIBILITIES 

Training Coordinator must notify ResQBeats within one (1) business day if there is a change in the primary phone number, email address, or mailing address of Training Coordinator or any Instructor. Training Coordinator shall process course rosters and send certification cards to students within seven (7) days of course completion. 

6. NO WARRANTIES 

THE MATERIALS AND ANY AFFILIATION WITH RESQBEATS AS A TRAINING COORDINATOR (THE “DELIVERABLES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RESQBEATS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

7. LIMITATION OF LIABILITY 

ResQBeats will not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from: (i) the unavailability or interruption of the Materials; (ii) use of the Materials; (iii) the content of any of the Materials; or (iv) the collection, storage, protection of, and use of information obtained from ResQBeats. RESQBEATS’ TOTAL LIABILITY TO TRAINING COORDINATOR FOR ANY CLAIMS ARISING IN ANY WAY IN CONNECTION WITH OR RELATED TO (I) THIS AGREEMENT, (II) THE USE OF THE MATERIALS, OR (III) ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY RESQBEATS SHALL BE LIMITED TO PAYMENT BY RESQBEATS OF DAMAGES IN AN AMOUNT EQUAL TO THE PRICE OF THE MATERIALS GIVING RISE TO THE CLAIM. 

8. INDEMNIFICATION 

Training Coordinator agrees to indemnify, defend and hold ResQBeats and its officers, directors, employees, agents, contractors, subsidiaries, affiliates, or parent companies (each an “Indemnified Person”) harmless from any loss, cost, expense (including attorney’s fees), demand, claim, liability, damages or cause of action of any kind (collectively referred to as a “Claim”) arising out of or relating to Training Coordinator’s or Training Coordinator’s officers, directors, employees, agents, assigns, and invitees. 

9. ADDITIONAL TERMS 

a. No Assignment. Training Coordinator acknowledges and agrees that this Agreement is personal to the Parties and may not be assigned or delegated to a third party without ResQBeats’ prior written consent. 

b. Modification. ResQBeats may modify or replace any terms of the Agreement upon written notice to Training Coordinator. If Training Coordinator does not provide ResQBeats with written notice rejecting the proposed terms within five (5) business days, the modified or replaced terms shall become effective. 

c. Independent Contractors. Neither Training Coordinator nor ResQBeats nor any of the agents or employees of either of them shall be deemed to be the representative, employee or agent of the other for any purpose whatsoever. The relationship of Training Coordinator and ResQBeats is that of independent contractors, and neither Training Coordinator nor ResQBeats nor any of the agents or employees of either of them shall have any right or authority to assume or create any obligation of any kind, expressed or implied, on behalf of the other. 

d. Termination. ResQBeats or Training Coordinator may terminate this Agreement at any time and for any reason upon written notice to the other party. Upon termination, Training Coordinator shall immediately pay ResQBeats all amounts due through the date of termination. 

e. Confidentiality. Training Coordinator will not disclose or use any Confidential Information without ResQBeats’ prior consent. “Confidential Information” includes any information designated as confidential by ResQBeats. 

IN WITNESS WHEREOF, the Parties, by and through their duly authorized representatives, have executed this Agreement as of the Effective Date of this Agreement. 

ResQBeats CPR LLC:

Name: Carlos Garcia

Title: CEO

Signature:

Date: