This Combined License and Training Agreement (the “Agreement”) is entered into by and between Heart of Success, Inc., an Arizona corporation (the “Company”) and You (the “Licensee” or “You”). Collectively and hereinafter known as the “Parties,” Company has developed content in a variety of formats and agrees to license that content to Licensee for a specified amount of money. Licensee desires to have access to Company’s content and is prepared to pay the required tuition. Now, therefore, in consideration of the mutual covenants and promises, the Parties agree to the terms set forth below: 1. Training and Licensed Content.
Company has developed a coach training called the Sacred Money Archetypes® Certification Training (the “Training”). Included in the Training, Company has created original content and packaged it in a variety of formats (collectively, the “Licensed Content”).
2. Grant of License.
Company grants to Licensee, and Licensee accepts, a worldwide, personal, non- transferable, non-exclusive right and license to use the Licensed Content, as provided for herein. The grant of right and license is limited to the following rights, Licensee may: a. Reproduce Licensed Content to for the sole purpose of teaching and coaching its end users.
b. Publish and distribute the Licensed Content to its end users.
c. Advertise and promote the Licensed Content as part of Licensee's business.
d. Create derivative works based on the Licensed Content, in whole or in part. Notwithstanding the above, at no time and under no circumstance shall Licensee resell the Licensed Content as a certification program, which directly or indirectly competes with Company’s use of its Licensed Content. Further, Licensee is not permitted to sublicense the Licensed Content to any third person, without the express written consent of Company. 3. Copyright Ownership of Licensed Content.
Company owns, in its entirety, all right, title to, and interest in the Licensed Content. The limited license granted to Licensee does not include an ownership right, title to, or interest in any part of the Licensed Content and/or the Training. At all times and on all material that distributes the Licensed Content, in whole or in part, the Company’s copyright notice must be visibly displayed. Use of one of the following copyright notice formats is acceptable. a. © 2020 Heart of Success, Inc.
b. Copyright 2020 Heart of Success, Inc.
c. Copr. 2020 Heart of Success, Inc. In the event Licensee creates a derivative product that incorporates any part of the Licensed Content, Licensee shall include the following copyright notice statement and at all times make that notice visible on ALL distributed materials incorporating the Licensed Content: “Selected portions of these materials have been legally licensed from the copyright owner, Heart of Success, Inc. Copyright 2020 Heart of Success, Inc.” 4. Compensation.
Licensee shall pay to Company a one-time training fee, which includes Access to all Licensed Content (the “Tuition”). Failure to promptly pay the Tuition, when due, immediately results in cancellation of the Agreement, therefore Licensee’s Access.
5. Services and Access to Materials.
Company agrees to furnish Licensee with unlimited access to the Licensed Content (“Access”). Notwithstanding the above, Access is conditioned on Licensee’s prompt Tuition payment and adherence to the terms of this Agreement. If Licensee misses a payment, Licensee immediately forfeits its right to further Access.
6. Certification.
Upon execution of this Agreement, payment of Tuition, completion of Training, and passing of final assessment, Licensee shall be certified by Company and shall remain certified during the entire term of this Agreement. However, upon termination of this Agreement, Licensee’s certification and Access shall immediately terminate.
7. Warranties and Representations by Licensee. a. Company is the sole owner of the Licensed Content, and there is no intent, and has never been an intent, to enter into a joint relationship with Licensee. b. Licensee is over the age of 21 years old, of sound mind, and is willing and able to enter into this Agreement, and perform its obligations, including prompt payment of Tuition. c. Licensee represents that in carrying out its obligations hereunder, it shall not go beyond the scope of this license, shall not infringe the rights of any third-party, nor violate any right lawfully belonging to a third-party. d. Licensee represents that it shall not allow, encourage, permit, promote, urge, or incite a third-party to dilute, defame, infringe, engage in unauthorized use of th e. Licensed Content, in any way violate Company’s rights, or bring repute to Company’s brand, good name, or goodwill. f. Licensee represents that at no time during the term of this Agreement, shall it engage in the unauthorized use of the Licensed Content. 8. Termination and Cancellation. a. Company is committed to providing Licensee with a positive experience. Therefore, at its’ sole discretion and at any time, Company may terminate or cancel the Agreement for unprofessionalism or nonpayment of Tuition. Company defines unprofessionalism to include, but not limited to disruptive behavior, creating an unsafe space for others, difficult to work with. b. Licensee understands and accepts that upon termination or cancellation, all Access is immediately discontinued, and Licensee is not entitled to, and shall not receive a refund of the Tuition. 9. Indemnities. a. Licensee shall be solely responsible for the use and suitability of any material Licensee creates based on the Licensed Content. Licensee licenses and uses the Licensed Content “As Is.” Company shall have no liability, either due to the results (or lack thereof), the use or suitability of, or the veracity of the Licensed Content. b. Licensee shall indemnify defend, save and hold harmless Company, from and against any and all claims (whether in contract, tort, or other non-contractual claims) arising out of, or in any way related to: (i) Licensee's use of the Licensed Content and/or any Derivative Work, or (ii) Licensee's default or breach of any provision of this Agreement. 10. Term.
The Term of this Agreement commences upon the payment of Tuition, either in full, or through the installment plan agreed to in advance by Company. The Term may extend indefinitely, unless terminated or cancelled (the “Term”). Notwithstanding the above, if Licensee violates the terms of this Agreement, including but not limited to not paying the Tuition or exercising unprofessional behavior, Licensee immediately and expressly grants to Company the right to terminate this Agreement without reimbursement of the Tuition. 11. Independent Contractor.
Licensee is an independent contractor and shall retain dominion and control over its business and its affairs, including how Licensee manages its personnel. In no event is this relationship deemed a partnership, joint venture, franchise, or an employee/employer relationship. 12. Notices.
All notices required to be given to Company, pursuant to this Agreement, shall be deemed given, when the notice to Company is delivered and received by Company, either by email, or delivered to the following address: Heart of Success, Inc. dba Kendall SummerHawk
8987 East Tanque Verde Road
Suite 309-421
Tucson, Arizona 85749 All communication from Company to Licensee shall be made via email, and shall be deemed given, upon transmission to the Licensee at the email address Licensee has provided. Therefore, at all times during the Term of the Agreement, Licensee shall keep Company updated as to its current contact information, including mailing address, email, and easily accessible phone numbers. Licensee’s failure to keep Company updated shall be a defense to any claim, by Licensee, of lack of notice. 13. Modifications.
As owner of the Licensed Content and developer of the Training, Company may at any time and in any manner make changes to the Training and the Licensed Content /or modify the form the Training takes. Such changes shall become effective immediately upon posting to Company’s website www.kendallsummerhawk.com or by any reasonable communication from Company, placing Licensee on notice of such changes. Changes are deemed acknowledged, understood, and accepted if Licensee continues to use Company’s services after any such notice is given. For that reason, it is important that You carefully review this Agreement, the Company’s website, and all communication generated from Company related to the Training.
14. Use of Name, Image, Likeness, Testimonials.
Licensee expressly grants Company the right to use its name, likeness, image, testimonials, feedback, and/or comments provided by Licensee (collectively and hereinafter known as the “Testimonials”), to further promote the Training and Company’s other products and services. Such promotional use of Testimonials includes print, audio, video, social media, or any format or form now existing or later developed.
Notwithstanding the above, you have the right to opt out of allowing Company to use your Testimonials by notifying Company via email at support@kendallsummerhawk.com.
However there is a 2-step verification process. Once you send your email request to Company, it then sends to you an email confirmation. If you do not receive the confirmation, then follow up. There must be proof of receipt. 15. Mutually Confidentiality. a. It is possible at some point, during conversations with one another, that a Company representative and/or Licensee become privy to one another’s non-public, proprietary, confidential information. Such information may include, but is not limited to strategic information, new book ideas, potential trademarks, design elements, business plans, data, business records, customer lists, supplier agreements, partnership or joint venture agreements, marketing plans, employee lists, new training concepts, new product ideas, and potential trademarks (collectively, the “Confidential Information”). b. Both Parties agree not to disclose, or cause to be disclosed, the Confidential Information to any individual or entity, for any reason, without the other’s express written consent. In the event of a breach of this provision, either party has the right to seek legal and/or equitable redress in whatever form available, plus attorney’s fees. 16. No Guarantee.
Licensee has signed up for the Training and has licensed the Licensed Content because Company has desirable information, tips, and strategies designed to make Licensee a coach. There are no guarantees. Company is not a miracle worker. You are provided Access to the Licensed Content and the opportunity to participate in the Training. You get out of the Training what you put into it. You commit and agree to faithfully execute all of the exercises, activities, assignments, and if You are unclear about something, ASK questions. Company has not promised, shall not be obligated to procure or attempt to procure employment. Company is not in a position and shall not offer financial, tax, investment, legal or therapeutic advice. Company provides tools, such as Licensed Content, Training experience, and access to knowledgeable experts. Company does not, nor can it, guarantee results, including but not limited to increased profits, a new job, a better life, a raise, a career promotion, or any other outcome. Again, you get out of this experience what you put into it. 17. No Assignment.
This Agreement, the license, the use of the Licensed Content is personal to Licensee, unless otherwise agreed to in writing. Therefore, Licensee shall not assign, transfer, or delegate its rights and responsibilities under this Agreement to anyone.
18. Non-Disparagement.
Neither You, nor anyone representing you, in any way, nor in any medium, including but not limited to press, radio, television, and social media, knowingly disparage or make any derogatory statement regarding the Company, Kendall SummerHawk, or her employees. 19. Waiver.
The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
20. Dispute Resolution. Jurisdiction. Governing Law. a. It is hoped that if we have a difference of opinion, we are able to work it out amicably. However, should a dispute arise that we cannot resolve between the two
of us, we agree that mediation shall be the first means of resolving such dispute. If the dispute is not resolved through mediation, within thirty (30) days after mediation commences, the Parties may elect arbitration. b. Arbitration shall be handled by the American Arbitration Association under its commercial arbitration rules. A single English-speaking arbitrator, with experience in business and intellectual property law shall be selected. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction. c. The resolution of all disputes, including but not limited to mediation, arbitration, or litigation shall take place in Tucson, AZ, with venue in Pima County. d. Licensee expressly and affirmatively accepts Pima County as the forum for the resolution of ALL disputes, and expressly and explicitly waive, to the fullest extent permitted by law, (a) any objection which you may now or later have to this venue. Each party is responsible for their own legal costs. e. This Agreement is governed by, and interpreted in accordance with, the laws of the State of Arizona. 21. Entire Agreement.
This Agreement is the sole and entire agreement between the Parties relating to the subject matter and supersedes all prior understandings and agreements. |
