August 17, 2018
This Licensing Agreement (the Agreement) is made by and between Heart of Success, Inc., an Arizona corporation, (the “Licensor”) and You (the “Licensee”). The purpose of the Agreement is for Licensor to license certain copyright and trademark protected material to Licensee for a stated period of time, for a fee.
WHEREAS, Licensor has developed and is the owner of rights, title to, and interest in, certain educational and self-help content, information, knowledge, tools, and materials known as Sacred Money Archetypes® Certified Coach Training (hereinafter and collectively known as the “Content”).
WHEREAS, Licensee desires to use Licensor’s Content in programs that Licensee offers to others, such as seminars, workshops, teleclasses, retreats, webinars, digital downloads, DVDs, and CDs (hereinafter known as “Licensee’s Programs”).
Now, therefore, in consideration of the mutual covenants and promises set forth herein, and Licensees payment to Licensor of the agreed upon amount, Licensor grants to Licensee the right to use the Content, in accordance with the provisions set forth below:
1. Grant of License.
Licensor hereby grants to Licensee, and Licensee hereby accepts, a worldwide, personal, non- transferable, non-exclusive right and license to use the Content, as provided for herein. The grant of right and license is limited to the following rights: (a) to reproduce Content for purpose of teaching and coaching; (b) to publish and distribute the Content to end users; (c) to advertise or promote the Content along with the Licensee's business; (d) to allow Licensee limited use of the Content in another creative work, e.g., included in a blog, an article, or a book. Under no circumstance shall Licensee resell the Content as a certification program that directly or indirectly competes with Licensor’s program.
In the event Licensee creates a derivative product that incorporates Licensor’s content, in whole or in part, Licensee must include the following statement:
“Selected portions of these materials have been legally licensed from the copyright owner, Heart of Success, Inc.”
The Licensor’s copyright designation shall also be visible on ALL distributed Content, in one of the following three formats:
a. © Heart of Success, Inc.
b. Copyright Heart of Success, Inc.
c. Copr. Heart of Success, Inc.
Under no circumstances does this limited license include a claim to any ownership right, title to, or interest in the Content, nor does this license give Licensee permission to adapt, condense, modify, edit, or repurpose the Content, in any way (other than what is expressly provided for herein), or in any format, which includes, but is not limited to compact laser discs, vinyl, MP3, or any other technology or other format, now known or later developed.
Further, Licensee is not permitted to sublicense to any third person and/or entity, any portion of the Content, in whole or in part, without the prior written consent of Licensor.
Licensee shall pay to Licensor a one-time training tuition which includes training materials (the “Tuition”). Failure to pay the Tuition, when due, shall result in immediate cancellation and/or termination of the license. This right of termination shall be exercised at the sole discretion of the Licensor.
Upon execution of the Agreement, payment of Tuition, completion of training, and passing of final assessment, Licensee shall be certified by Licensor and shall remain certified during the entire term of this Agreement; however, upon termination of this Agreement, Licensee’s certification shall immediately terminate.
3. Warranties and Representations.
a. Licensor owns all rights, title to, and interest in the Content, and has the right to enter into this Agreement.
b. Licensee is over the age of 22 years old, is of sound mind to enter into this Agreement, and is willing and able to perform its obligations hereunder.
c. Licensee represents that in carrying out this Agreement, he/she shall not go beyond the scope of this license, and shall not infringe the intellectual property or privacy rights of Licensor or any 3rd party.
d. Licensee represents that he/she shall not allow, encourage, permit, promote, urge, or incite a 3rd party to dilute, defame, infringe, engage in unauthorized use of the Content, in any way violate Licensors rights, or bring repute to Licensors IP, brand, good name, or goodwill.
e. Licensee represents that he/she shall at no time during the term of this Agreement, engage in the unauthorized use of the Content.
4. Termination and Cancellation.
a. This Agreement may be terminated or cancelled, with or without cause, by either party, upon thirty (30) calendar days written notice to the other.
b. Upon Licensors written receipt of termination or cancellation, any and all rights granted by Licensor, to the Licensee, shall immediately terminate.
c. Licensee understands that upon termination or cancellation, for any or whatever reason, Licensee waives any and all rights it may have to a refund of any amount. No refund shall be due to Licensee.
a. Licensee shall be solely responsible for the use and suitability of the Content in Licensee’s Programs, and with Licensee’s clients. Licensor shall have no liability, either due to the results (or lack thereof), the use or suitability of, or the veracity of the Content in Licensee’s Programs.
b. Licensee shall indemnify defend, save and hold harmless Licensor, 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 Content and/or any derivative product, or (ii) Licensee's default or breach of any provision of this Agreement.
This Agreement shall remain in effect from today until cancelled or terminated by either party.
7. Independent Contractor.
You are an independent contractor, and shall retain control over your business, including how you manage your personnel. In no event are we deemed a partnership, joint venture, franchise, or having an employment relationship.
All notices required to be given to Licensor, pursuant to this Agreement, shall be deemed given, when the notice to Licensor is delivered and received by Licensor at the following address:
Heart of Success, Inc.
dba Kendall SummerHawk
8987 East Tanque Verde Road
Tucson, Arizona 85749
Upon signing this Agreement, Licensee is required to provide Licensor with a current mailing and email address, and Licensee agrees to notify Licensor of any changes within 3 days of those changes taking place. All notices sent to Licensee shall be sent to either the mailing or email address.
It is therefore important that Licensee review the Agreement, the Licensors website, and all emails generated from the following emails: Support@KendallSummerHawk.com, Kendall@KendallSummerHawk.com on a regular basis, to ensure that the Licensee is updated as to any changes. Licensees failure to object to said changes within seven (7) calendar days of receipt of notice of those changes, will amount to an understanding, acceptance, and the decision to be bound by those changes.
10. No Guarantees.
Licensor has made every effort to accurately represent the Content and its potential benefits. For a number of reasons, results can and do vary. Therefore, the Licensor makes no guarantees, regarding any result or benefit to be received by Licensee. The testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individuals success depends on many factors, including but not limited to, his or her background, dedication, starting point in their business, desire and motivation.
The headings used herein are for convenience only and shall not control or affect the meaning of any provision in this Agreement.
Those presenting the Content are not qualified to provide legal, tax, accounting, financial wealth management, or therapeutic advice. It is your responsibility to secure assistance from the appropriately qualified professional.
13. Governing Law.
The parties agree that this Agreement and any controversy related to this Agreement shall be governed by the laws of the State of Arizona. (excluding any applicable Arizona conflict of law provision). Jurisdiction for any proceeding under this Agreement shall be in the state and federal courts located in Arizona, with exclusive venue in Pima County, Arizona. Licensee expressly and explicitly accepts Arizona and Pima County as the forum for the resolution of any dispute.
The waiver or failure of Licensor to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
If any provision of this Agreement is deemed invalid, illegal, or unenforceable, under any applicable statute or rule of law, it is to that extent to be deemed modified in order to comply with applicable law, and the remaining provisions shall not be affected in any way.
16. Entire Agreement.
This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement, whether oral or written, relating to the subject matter hereof.
17. Offer and Acceptance.
By posting this Agreement on the Licensors website, Licensor has made an offer to the Licensee. By clicking Accept, Submit, or providing a signed hard copy to Licensor, Licensee validly accepts the terms of this Agreement.
18. No Assignment.
This License Agreement and the License hereunder are not assignable. Therefore, Licensee shall not assign, delegate, or transfer its rights without the express written consent of Licensor.