Master Services Agreement

  1. Content Access. Customer agrees to purchase, and Breathe For Change agrees to provide access to the information, data, documents, images, photographs, graphics, audio, and videos (collectively the “Content”) and platforms listed in the Quote, during the Term (as defined in the Quote), subject, however, to the terms and conditions herein. Customer may not transfer the access or its rights under this Agreement without the express prior written consent of Breathe For Change, which consent may be withheld by Breathe For Change in its sole and absolute discretion.

  2. Term. This Agreement shall commence on the Effective Date and shall continue thereafter in full force for the initial term indicated in Quote attached hereto and made a part hereof (“Term”).

  3. Title and Ownership of the Content. The Content, and all intellectual property rights of Breathe For Change, including any patents, copyrights, trademarks, and trade secrets with respect to the Content, are and remain the valuable property of Breathe For Change. Customer agrees that the Site and Content are the sole property of Breathe For Change. Customer agrees not to copy, modify, reuse, disassemble, decompile, sell, donate, destroy or download the Content or the Site.

  4. Fees. In consideration for access to the Site and Content, Customer agrees to pay the fees listed in Quote.

  5. Payment. Customer will be invoiced for the fees, plus all applicable taxes, as provided for in the Quote. Payment is due net thirty (30) days from invoice date. Any amount due from Customer which is not paid when due shall accrue interest at the rate of eighteen (18%) per annum, and Customer shall reimburse Breathe For Change for any collection costs, including attorneys’ fees and costs, reasonably incurred to collect any such amounts.

  6. Refund. Fees are non-refundable.

  7. Turnover. Customer must email to request transferring platform or training access to a new staff member.

  8. Customer Support. As part of the Agreement, Breathe For Change will provide Customer with e-mail support ( within 1 business day during its normal business hours (Monday – Friday).

  9. Marketing and Promotion. Customer agrees to allow Breathe For Change to disclose that you are a Customer. Breathe For Change may provide information that is not deemed confidential to either the Customer’s employees, potential customers, or business for the purpose of sales and marketing activities of Breathe For Change.

  10. Indemnification. If Breathe For Change is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any actual, pending, or threatened action, claim, suit, or proceeding, whether civil, criminal, administrative, or investigative, that is connected or related to the Site or Content, or by reason of the fact that Customer is using or has used the Site or Content (“Indemnifiable Event”), then Customer shall defend, indemnify, and hold Breathe For Change harmless against any and all damages, liabilities, losses, expenses, including attorney’s fees and costs and expert fees, assessments, judgments, settlements, interests, payments, other charges, or deficiencies of any nature whatsoever associated with such Indemnifiable Event.

  11. Limitation of Liability. Breathe For Change’s total cumulative liability, with respect to the Site and Content delivered under this Agreement will be limited to the total Breathe For Change licensing fees paid (less any refunds or credits and all applicable taxes) by customer to Breathe For Change under this Agreement. In no event will Breathe For Change be liable to customer under, in connection with, or related to the Agreement for any special, incidental, indirect or consequential damages, whether based on breach of contract, warranty, tort, product liability, or otherwise, and whether or not Breathe For Change has been advised of the possibility of such damage. Customer acknowledges and agrees that the foregoing limitation of liability is a material provision of this Agreement and Customer, as a material inducement to Breathe For Change to enter into this Agreement, has agreed to the foregoing limitation of liability.

  12. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Wisconsin without regard to principles of conflicts of laws. Customer hereby irrevocably submits to the jurisdiction of the courts of the State of Wisconsin or any federal court in the State of Wisconsin and Customer hereby irrevocably agrees that any action may be heard and determined in such state or federal court. Customer hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any Action in such jurisdiction.

  13. Dispute Resolution. If a dispute, controversy or claim arises out of or relates to this Agreement, or the breach thereof, and if said dispute, controversy or claim cannot be settled through negotiation, the parties agree to first try in good faith to settle the dispute, controversy or claim by mediation, in Madison, Wisconsin, before a mutually agreeable mediator. Any dispute, controversy or claim arising out or relating to this Agreement or the breach thereof, which cannot be settled by mediation within thirty (30) days after said dispute, controversy or claim arises, shall be resolved by arbitration, in Madison, Wisconsin, before a single arbitrator, chosen jointly by the parties.

  14. Notices. Any notice required by this Agreement shall be provided in writing to the address below or through email.

  15. Entire Agreement. This Agreement constitutes the entire and only agreement between the parties for use of the System during the Term, and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.

  16. Local Laws. Customer shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities in connection with the use of the System and pursuant to this Agreement.

  17. Non-Waiver of Other Rights and Remedies. Failure of Breathe For Change to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

  18. Severability. If any provision of this Agreement is alleged to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement

  19. Survival. The provisions of all sections 2, 9, 10, 11, 12, 14, 16 and 17 of this Agreement shall survive any expiration or termination of this Agreement.

Product and Services Terms & Conditions

Mindfulness, SEL, and Yoga Teacher Training & Transformative TEACHing and Leadership Training. Withdrawals and transfers are not permitted after the live sessions of the participant’s chosen cohort have ended.

Professional Development (PD). Client provides the facility and technology (projector, screen and wi-fi) necessary for the PD session Breathe For Change will provide PD facilitation based on the focus topic listed. PD is non-cancelable/non-refundable. Once PD is scheduled, facilitator travel is booked. All travel costs are non-refundable.

Facilitator Travel.

Executive Coaching. Once the Executive Coaching session is scheduled, facilitator travel is booked. In the event that a coaching session needs to be rescheduled, the Client must provide a minimum of 48 hours notice, with the understanding that additional travel expenses will be billed to the Client to cover travel costs for the rescheduled date.

Annual Breathe For Change Educator Collective Membership.

The Agreement shall automatically renew for additional terms identical to the Term, unless either party gives written notice to the other of its intent not to renew at least thirty (30) days prior to the renewal date.

School Wellness Platform. The Agreement shall automatically renew for additional terms identical to the Term, unless either party gives written notice to the other of its intent not to renew at least thirty (30) days prior to the renewal date.

Breathe For Change + Yoga Ed. Courses. Course participants will have access to the course for one year from the date upon which we receive the participant roster.

Post-Graduate Certificate and Master’s Programs


Breathe For Change is a member college of Woolf, a European Higher Education Institution. Master’s degrees and Post-Graduate certificates will be jointly issued by Breathe For Change and Woolf, with Woolf as the accredited institution.

Degree Recognition by School Districts

It is the student’s responsibility to ensure their districts accept Master’s degrees and/or Post-Graduate Certificates for salary advancement, and that they are eligible for this advancement upon earning a Master’s degree. In order to get a U.S. school district or other institution to recognize the certificate or degree, students may need to go through the process of transferring a foreign degree, which may require evaluation from a certified evaluation service. Breathe For Change will reimburse the cost of evaluation (typically $100-$150) up to a maximum of $200.


Pending Accreditation

Breathe For Change’s Master’s Degree and Post-Graduate Certificate programs are in the process of accreditation. Progress made in Breathe For Change’s Mindfulness, SEL, and Yoga Teacher Training, Transformative Teaching and Leadership Training, Practicum, and/or Thesis prior to the accreditation date will count toward a Master’s Degree and/or Post-Graduate Certificate upon accreditation.

Malta Further and Higher Education Authority (MFHEA)

The Post-graduate Certificate and Master’s Degree programs are undergoing accreditation* from the Malta Further and Higher Education Authority (MFHEA). A student agreement inclusive of payment of registration and tuition fees [for the accredited programs] shall only be signed upon approval of accreditation of this educational program, by the MFHEA.*Accreditation is a form of certification in which the MFHEA will verify that an academic or vocational program meets minimum academic and vocational standards. Accreditation ensures that the qualification a student works so hard to obtain meets quality standards, and that it will be recognized as such by other educational institutions and employers. The decisive state of accreditation is the mapping of the program to the Malta Qualifications Framework (MQF) and the European Qualifications Framework (EQF) – further information on the MFHEA and the MQF/EQF may be obtained from

Guarantees and Refund Policy

Breathe For Change has a guarantee policy in place in the unlikely case that there are issues with a transfer of a Certificate and/or Degree:

  • If an evaluation service determines that the Certificate or Degree is incomplete, Breathe For Change will provide additional coursework at no charge until the degree or certificate is complete.
  • If the evaluation service rejects the Certificate or Degree, or if the evaluation service verifies the Certificate or Master’s Degree and a school district rejects the Certificate or Degree due to it being a foreign degree, Breathe For Change will provide a full refund of the purchase of all programs bundled in the Certificate or Degree**.
  • *This policy does NOT apply if a school district does not recognize Certificates or Master’s Degrees for salary advancement, or if the student is not eligible for advancement for other reasons.

Breathe For Change has a guarantee policy in place in the unlikely case accreditation is delayed:

  • If for any reason accreditation is not completed by the completion of the program, the organization that purchased the training is entitled to a full refund of tuition paid for the Practicum, Thesis, and for any other program that was purchased as a package with the Practicum and/or Thesis**.

**If you choose to receive a refund of your tuition payments, you will no longer be eligible to earn the certificate or degree.