Terms of License

ACCEPTANCE OF TERMS

By joining Lindenhaus as a licensee and/or utilizing any of our proprietary systems, including our technology platform, and other related supporting technologies (“Systems”) in any manner, you agree to all of the terms and conditions contained herein (“Terms of License”), which also incorporate all other operating rules, policies and procedures that may be published from time to time on the Site by Lindenhaus, each of which is incorporated by reference and each of which may be updated by Lindenhaus. from time to time with due notice to you in accordance with the terms set out under the “Modification of Terms of Use” section below.

1. Purpose

  1. Licensor is the owner of the proprietary Clean Elements™ Methodology, a health-forward environmental assessment framework focused on the relationship between residential environments and human health.

    Licensee desires to obtain a limited, non-exclusive license to utilize the Clean Elements Methodology for professional home assessments and related advisory services, subject to the terms of this Agreement.

  2. Grant of License

Subject to the terms herein, Licensor grants Licensee a limited, revocable, non-transferable, non-exclusive license to:

a) Conduct Clean Elements Home Assessments using Licensor’s methodology

b) Use the designation “Licensed Clean Elements Advisor by Lindenhaus”

c) Access approved training materials, protocols, and tools provided by Licensor

All rights not expressly granted are reserved by Licensor.

3. Scope of Use

Licensee may use the Clean Elements Methodology solely for:

  • Residential environmental assessments

  • Client education and guidance

  • Implementation support aligned with Lindenhaus standards

Licensee may not:

  • Modify or reverse-engineer the methodology

  • Represent the methodology as their own

  • Offer sublicenses

  • Use the methodology for mass-market or fear-based marketing

  • Sell or promote unapproved products under the Clean Elements name.

4. Training & Qualification

Licensure is contingent upon:

a) Completion of required foundational training

b) Participation in applied or immersive training, as designated by Licensor

c) Demonstrated understanding of Clean Elements principles

Licensor reserves the right to update training requirements as standards evolve.

Failure to maintain training compliance may result in suspension or termination.

5. Fees

5.1 Initial License Fee

Licensee shall pay an initial license fee due upon execution of this Agreement.

5.2 Annual Renewal Fee

Licensee shall pay an annual renewal fee due on each anniversary of the Effective Date.

Fees are non-refundable unless eligible under the Performance Confidence Commitment (See Section 15).

6. Standards & Professional Conduct

Licensee agrees to:

  • Uphold Lindenhaus principles of restraint, clarity, and integrity

  • Avoid alarmist, fear-based, or exaggerated claims

  • Operate within applicable laws and professional standards

  • Maintain client autonomy and informed consent

Licensor may audit or review Licensee’s use of the methodology to ensure compliance.

7. Intellectual Property

All Clean Elements intellectual property, including but not limited to:

  • Methodology

  • Assessment frameworks

  • Language, materials, and training content

  • Trademarks, trade dress, and branding remain the exclusive property of Licensor.

  • No ownership rights are transferred.

8. Confidentiality

Licensee agrees to maintain strict confidentiality regarding all proprietary materials, methodologies, and non-public information received from Licensor.

This obligation survives termination.

9. Term & Termination

9.1 Term

This Agreement shall commence on the Effective Date and continue for one (1) year, unless earlier terminated.

9.2 Termination for Cause

Licensor may terminate immediately if Licensee:

  • Breaches this Agreement

  • Misrepresents the methodology

  • Damages the Lindenhaus or Clean Elements reputation

  • Engages in unethical or unlawful conduct

Upon termination, Licensee must cease all use of the Clean Elements name and materials.

10. No Medical Claims

Licensee acknowledges that Clean Elements assessments are educational and environmental in nature and do not constitute medical diagnosis or treatment unless Licensee is independently qualified and licensed to do so.

Licensor makes no health outcome guarantees.

11. Limitation of Liability

To the maximum extent permitted by law, Licensor shall not be liable for indirect, incidental, or consequential damages arising from Licensee’s use of the methodology.

12. Indemnification

Licensee agrees to indemnify and hold harmless Licensor from any claims arising from Licensee’s services, representations, or misuse of the methodology.

13. Performance Confidence Commitment

Lindenhaus stands behind the integrity and practical viability of the Clean Elements Methodology when implemented as designed. Accordingly, subject to the conditions below, Licensor offers a limited license repurchase option intended to reflect mutual accountability and good-faith participation — not a guarantee of financial performance.

13.1 Eligibility

Licensee may be eligible for license repurchase consideration if, within ninety (90) days of completing all required training, Licensee:

a) Completes all foundational and applied training in good standing

b) Implements the Clean Elements Methodology in accordance with Licensor standards

c) Actively applies the assessment framework with prospective or existing clients

d) Maintains documentation demonstrating good-faith implementation and outreach

e) Remains in full compliance with this Agreement

“Traction” is defined as the inability, despite good-faith effort, to secure meaningful client engagement or early adoption consistent with the Licensee’s professional context.

13.2 Repurchase Right

If the above conditions are satisfied and Licensee has not attained reasonable early traction, Licensor may, at its discretion, repurchase the license by refunding the Initial License Fee paid by Licensee, less any non-refundable training or third-party costs incurred on Licensee’s behalf.

The decision to repurchase shall be based on a holistic review of Licensee’s implementation efforts and adherence to standards.

13.3 Limitations

This commitment:

  • Is not a guarantee of revenue, income, or business success

  • Does not apply to renewal fees

  • Is available only once per Licensee

  • Requires written request within ten (10) days following the ninety (90) day evaluation period

14. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

15. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.