Copenhagen Langelinie Allé 35 2100 Copenhagen Denmark Aarhus Værkmestergade 2 8000 Aarhus Denmark Shanghai Suite 2H08 No.1440 Yan'an Middle Road Jing'an District, 200040 T +45 72 27 00 00 F +45 72 27 00 27 E [email protected] Law Firm P/S CVR No. 38538071 www.bechbruun.com August 2017 Our ref. 066192-0001 can/ralp/toha Doc. No. 17466924.1 Terms and conditions Living Yolates CVR no. 31 19 33 11 2/9 Doc. No. 17466924.1 1. General terms 1.1 These general terms and conditions of purchase (the “General Terms”) shall apply to any and all workshops courses, retreats and other events from Living Yolates ("Living Yolates") to all customers (the "Customer"). 1.2 By booking an event with Living Yolates or using Living Yolates’ website, the Costumer agrees to be bound by these General Terms. 1.3 When the Customer clicks the "Accept" button at registration via Living Yolates’ website or request that the applicable Living Yolates staff proceeds with the Customer’s application, the Customer will be deemed to have accepted the General Terms on behalf of the Customer, the Customer’s company and/or each of the Customer’s staff if any. 1.4 All sign-ups are binding and will as a main principle not be refunded. In case that the Costumer is to be considered a consumer, the Costumer has 14 days cancellation right calculated from the time of the Customer’s sign-up. 1.4.1 If the Customer has a special case or documentation from a doctor in regard to illness or injuries, it will be at Living Yolates’ sole discretion whether the Customer will receive a refund. 1.4.2 The Customer will be able to get a refund if Living Yolates is able to replace the Customer with another customer that fulfils the requirements for participation as set out by Living Yolates. It will be at Living Yolates’ sole discretion whether a refund is a possibility for the Customer. 2. Conditions for Living Yolates Teacher Training 2.1 The Customer has to meet the entry requirements as stipulated by Living Yolates in order to book a spot on a Living Yolates Teacher Training course. 2.2 To ensure a spot on the Living Yolates Teacher Training course, the Customer pays a reservation fee before a given date set by Living Yolates. The reservation fee-amount is later subtracted from the full amount. 2.3 Before the course starts the Customer will receive a notification from Living Yolates regarding the payment of the remaining amount. If the remaining amount is not paid in due time, Living Yolates is entitled to cancel the reservation made by 3/9 Doc. No. 17466924.1 the Customer. In this case the Customer will not be able to demand a refund of the reservation fee-amount as set out in sub-clause 2.1. 2.4 At the end of a Living Yolates Teacher Training course the Customer will have to complete an examination in order to complete the course. Living Yolates does not issue a graduation guarantee. 3. Conditions for Living Yolates Courses 3.1 Once the Customer has paid for the course, the purchase is non-refundable. In case that the Costumer is to be considered a consumer, the Costumer has 14 days cancellation right calculated from the time of the Customer’s sign-up. 3.2 The Customer will receive a confirmation of the purchase via the email that the Customer has provided. 4. Travel documents and vaccinations 4.1 It is the Customer’s responsibility to ensure that all of the details on the Customer’s travel documents are correct and to bring to Living Yolates’ attention any errors or discrepancies immediately. 4.2 Prior to booking international travel, Living Yolates recommends that the Customer reviews its relevant government’s prohibitions, warnings and advisories applicable to the Customer destinations. By offering travel to any particular destination, Living Yolates does not represent that travel in such destination is safe or without risk. 4.3 It is the Customer’s responsibility to obtain information and to have in the Customer’s possession all the required documentation and identification required for entry, departure and travel to each country or region that the Living Yolates event is located in. This includes a valid passport and all travel documents required by the relevant governmental authorities including all visas, permits and certificates (including but not limited to vaccination or medical certificates) and insurance policies. The Customer must have a passport that is valid six (6) months after the last date of travel with Living Yolates. The Customer accepts full responsibility for obtaining all such documents, visas and permits, and the Customer is solely responsible for the full amount of costs incurred as a result of missing or defective documentation. 4/9 Doc. No. 17466924.1 4.4 The Customer agrees that it is responsible for the full amount of any loss or expense incurred by Living Yolates that is a direct result of the Customer’s failure to secure or be in possession of proper travel documentation. Living Yolates does not provide advice on travel documents and makes no representations or warrantees as to the accuracy or completeness of any information provided on visas, vaccinations, climate, clothing, baggage, or special equipment and the Customer agrees that Living Yolates is not responsible for any errors or omissions in this information. 5. Hotels and other suppliers 5.1 The hotels and other suppliers providing travel or other services in connection with the Customer’s event with Living Yolates are independent contractors and not agents or employees of Living Yolates. 5.2 Living Yolates are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any such suppliers or for any personal injuries, death, property damage or other damages or expenses resulting therefrom. Living Yolates has no liability and will make no refund in the event of any delay, cancellation, overbooking, strike, force majeure or other causes beyond Living Yolates’ control, and Living Yolates has no responsibility for any additional expense, omissions, delays, re-routing or acts of any authority or government. 6. Special requirements 6.1 Any special requirements must be disclosed to Living Yolates at the time of the booking. Living Yolates will use reasonable efforts to accommodate special requirements or requests but this is not always possible given the nature of the destinations of the events and availability of options outside a planned itinerary. Certain activities may be inaccessible to the Customer if the Customer’s mobility is limited in any way. All food allergies and dietary restrictions must be disclosed to Living Yolates at the time of booking but Living Yolates cannot guarantee that dietary needs or restrictions can be accommodated. Any special requests or requirements do not form part of these General Terms or the contract between the Customer and Living Yolates and Living Yolates is not liable for any failure to accommodate or fulfil such requests. 7. Rights to media content 5/9 Doc. No. 17466924.1 7.1 The Customer agrees that, while participating in any event with Living Yolates, images, photos or videos may be taken by other participants, by Living Yolates’ staff or its representatives that may contain or feature the Customer. The Customer consents to any such pictures being taken and grants a perpetual, royalty-free, worldwide, irrevocable license to the Living Yolates, its contractors, sub-contractors and assigns, to reproduce for any purpose whatsoever (including marketing, promotions and the creation of promotional materials by or with sublicensees), in any medium whatsoever, whether currently known or hereinafter devised, without any further obligation or compensation payable to the Customer. 8. Airfare 8.1 Arrangement/event prices do not include international or other airfare unless expressly mentioned in the descriptions. 8.2 Please consult the air carrier’s applicable terms and conditions and conditions of carriage for complete information including applicable cancellation terms. Living Yolates is not responsible for changes in air itineraries or flight times and does not provide advice or alerts regarding air travel tickets, flight status or delays. 9. Final payment and acceptance of the booking 9.1 The confirmation sent by Living Yolates will contain details of final payment required for any booking. Payment of the balance of the price for any products or services booked is due 30 days before the departure date of the booking. If full payment is not received by the applicable due date, Living Yolates may, at its sole discretion, change the rate payable for the booking, or treat the booking as cancelled and retain the deposit paid on booking as a cancellation fee. If a booking is made less than 30 days before the departure date of the first product included in the applicable booking, then the full amount must be paid at the time of booking. If payment terms differ from those outlined in this section, the applicable terms will be communicated to the Customer prior to or in connection with booking. 9.2 Living Yolates is not responsible for any charges levied by third parties or financial institutions and payable by the Customer as a result of credit card or other payment transactions and will not refund or return any fees charged by third parties or financial institutions in connection with payments made by the Customer to Living Yolates. 6/9 Doc. No. 17466924.1 10. Cancellation of an event by Living Yolates 10.1 A departure date for an event offered by Living Yolates will become a guaranteed departure when at least twenty bookings secured by a valid deposit have been made on that departure. 10.2 If an event is cancelled by Living Yolates before the date of departure for reasons other than force majeure and the cancellation is not caused by the Customer’s fault or negligence, the Costumer will have the choice of accepting from Living Yolates: (a) a substitute event of equivalent value; or (b) a substitute event of lesser value if no event of equivalent value is reasonably available and to recover from Living Yolates the difference in price between the price of the event originally purchased and the substitute event. 10.3 Living Yolates is not responsible for any incidental expenses or consequential losses that the Costumer incur as a result of the cancelled booking including visas, vaccinations, non-refundable flights or rail, non-refundable hotel bookings or alike, non-refundable car parking or other fees, loss of earnings, or loss of enjoyment, Living Yolates reserves the right to issue a full refund in lieu of the choices above, in its sole discretion. Where a significant element of an event as described cannot be provided after departure, Living Yolates will make suitable alternative arrangements where possible. If it is not possible to provide a suitable alternative or if the Costumer reasonably rejects any suitable alternatives, Living Yolates may provide the Costumer with a refund for unused products or services as determined in its discretion. 11. Acceptance of risk 11.1 The Costumer acknowledges that events offered by Living Yolates may involve a risk to the Costumer’s health and safety since physical activity is a fundamental part of the events. By booking a place in an event arranged by Living Yolates the Costumer acknowledges that it has considered any potential risks to health and safety. The Costumer hereby assume responsibility for all such risk and releases 7/9 Doc. No. 17466924.1 Living Yolates from all claims and causes of action arising from any losses, damages or injuries or death resulting from risks inherent in travel, visiting foreign destinations, and participating in activities such as those offered by Living Yolates. 11.2 The Costumer acknowledges that the degree and nature of personal risk involved depends on the products or services booked and the location(s) in which an event is held, and that there may be a significant degree of personal risk involved in participating, particularly participating in physical activities, travel to remote locations, or travel to countries with developing infrastructure. Standards of hygiene, accommodation and transport in certain countries where Living Yolates’ events take place are often lower than the standards the Costumer may reasonably expect in its home country or region. 11.3 The Costumer agrees that Living Yolates is not responsible for providing information or guidance with respect to local customs, weather conditions, specific safety concerns, physical challenges or laws in effect in any locations where an event is held. The Costumer acknowledges it has considered the potential risks, dangers and challenges and its own personal capabilities and needs, and the Costumer expressly assumes the risks associated with travel under such conditions. 11.4 The Costumer must at all times strictly comply with all applicable laws and regulations of all countries and regions. Should the Costumer fail to comply with the above or commit any illegal act when participating in an event or, if in the opinion of Living Yolates (acting reasonably), the Costumer’s behaviour is causing or is likely to cause danger, distress or material annoyance to others, Living Yolates may terminate the Costumer’s travel arrangements on any product or service immediately at the Costumer’s expense and without any liability on Living Yolates’ part. The Costumer will not be entitled to any refund for unused or missed services or costs incurred as a result of termination of the Costumer’s travel arrangements, including, without limitation, return travel, accommodations, meals, and incidentals. 11.5 The Costumer is responsible for any costs (including repair, replacement and cleaning fees) incurred by Living Yolates or Living Yolates’ suppliers for property damage, destruction or theft caused by the Costumer while participating in an event. The Costumer agrees to immediately report any pre-existing damage to a representative of Living Yolates and staff of the accommodation, transportation service, or facility as soon as possible upon discovery. 8/9 Doc. No. 17466924.1 11.6 The Costumer agrees to bring any complaints to Living Yolates as soon as possible in order to provide Living Yolates with the opportunity to properly address such complaint. The Costumer agrees to inform the representative of Living Yolates directly. Living Yolates assumes no liability for complaints that are not properly brought to the attention of Living Yolates and cannot resolve or attempt to resolve complaints until proper notice is provided. 11.7 Any complaint made after the completion of an event must be received in writing by Living Yolates within 30 days of the last day of the event in question. 12. Liability 12.1 Living Yolates and its parents, subsidiaries and their respective employees, affiliates, officers, directors, successors, representatives, and assigns shall not be held liable for (A) any damage to, or loss of, property or injury to, or death of, persons occasioned directly or indirectly by an act or omission of any other provider, including but not limited to any defect in any aircraft, watercraft, or vehicle operated or provided by such other provider; and (B) any loss or damage due to delay, cancellation, or disruption in any manner caused by the laws, regulations, acts or failures to act, demands, orders, or interpositions of any government or any subdivision or agent thereof, or by acts of God, strikes, fire, flood, war, rebellion, terrorism, insurrection, sickness, quarantine, epidemics, theft, or any other cause(s) beyond their control. The Costumer waives any claim against Living Yolates for any such loss, damage, injury, or death. 12.2 In the event that any loss, death, injury or illness is caused by the negligent acts or omissions of Living Yolates or of the third party suppliers of any services which form part of the booking contract then Living Yolates limits its liability, where applicable by all applicable international conventions. 13. Force Majeure 13.1 Living Yolates will not be liable in any way for death, bodily injury, illness, damage, delay or other loss or detriment to person or property, or financial costs both direct and indirect incurred, or for Living Yolates’ failure to commence, perform or complete any duty owed to the Costumer if such death, delay, bodily injury (including emotional distress or injury), illness, damage or other loss or detriment to person or property is caused by Act of God, war or war like operations, mechanical breakdowns, terrorist activities or threat thereof, civil commotions, labor difficulties, interference by authorities, political disturbance, howsoever and 9/9 Doc. No. 17466924.1 where so ever any of the same may arise or be caused, riot, insurrection and government restraint, fire, extreme weather or any other cause whatsoever beyond the reasonable control of Living Yolates; or an event which Living Yolates, even with all due care, could not foresee any and all of which, individually and collectively, constitute “Force Majeure”. 14. Severability 14.1 If any provision of these General Terms is so broad as to be unenforceable, such provision will be interpreted to be only as broad as is enforceable. The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision. 15. Venue and choice of law: 15.1 Any dispute concerning interpretation of these General Terms and the business between Living Yolates and the Customer shall be settled by arbitration in accordance with the rules of the Danish Institute of Arbitration under Danish law excluding any rules concerning choice of law and the United Nations Convention on Contracts for the International Sales of Goods ("CISG") which shall not apply. 15.2 The arbitration will be held in Copenhagen, Denmark, and will be conducted in the Danish language. The award or decision made by the arbitral tribunal will be final and conclusive and have binding effect upon the parties to the arbitration and may be enforced in the same manner as a judgment or order of a court of competent jurisdiction. The Customer is not entitled to disclose any award or decision by the arbitration tribunal. Reservation is made for printing errors and omissions.