This License Agreement (the “Agreement”) is entered into by and between you, a licensee and user of the Licensed Content (as defined herein), and the Global Coach Center (“GCC”). By purchasing a license to the Licensed Content, you hereby agree to the terms and provisions of this Agreement. This Agreement supercedes all previous agreements.
WHEREAS, GCC owns and provides businesses with access to certain information and content in the field of cultural education and training.
WHEREAS, the Licensee (as defined below) desires to purchase a non-exclusive license to such information and content, in accordance with the terms and conditions hereof.
WHEREAS, GCC is willing to grant Licensee a non-exclusive license to such information and content, in accordance with the terms and conditions hereof.
NOW, THEREFORE, in consideration of the above premises and of the mutual covenants set forth below, the parties agree as follow:
A. The term “Effective Date” means the date on which (i) this Agreement has been agreed upon and acknowledged by Licensee (or a duly authorized representative of Licensee) and (ii) full payment has been received by GCC.
B. The term “Coaching Field” means the field of license granted by GCC to a coaching professional, to provide access to the Licensed Content for the use and benefit of the coaching professional with his or her coaching clients.
C. The term “Corporate Field” means the field of license granted by GCC to a business organization and/or academic institution, to provide access to the Licensed Content for the use and benefit of the business organization’s employees and/or students.
D. The term “Individual Field” means the field of license granted by GCC to an individual, acting on his or her own behalf and for the purpose of acquiring access to the Licensed Content for his or her own use and benefit.
E. The term “Licensed Content” means the information and material that Licensee is permitted to access and use under this Agreement in the Licensed Field, which shall include, but may not be limited to, the materials listed in Exhibit A hereto and all other information and materials provided by GCC to Licensee under this Agreement.
F. The term “Licensed Field” means the field of license that the Licensee elects during Licensee’s registration for and purchase of a license to the Licensed Content, which field shall be in the Individual Field, Coaching Field, or Corporate Field.
G. The term “Licensee” means the individual or business that is purchasing a license to the Licensed Content pursuant to the terms and conditions of this Agreement.
H. The term “Term” means the period of time identified in Section 5 below.
2. LICENSE GRANT AND RESTRICTIONS.
A. Subject to Sections 2B and 2C below, and the other terms and conditions of this Agreement, GCC hereby grants to Licensee a non-exclusive, non-sublicenseable, non-transferable, limited license under the Licensed Content in the Licensed Field elected by the Licensee, for the duration of the Term.
B. The following restrictions shall apply to Licensee’s access to, use of, and license under the Licensed Content.
(1) If Licensee is purchasing a license in the Coaching Field, Licensee hereby agrees and acknowledges that Licensee may use the Licensed Content only for his or her own use in connection with the Licensee’s coaching activities, including in connection with the Licensee’s coaching clients. For the avoidance of doubt, Licensee is expressly prohibited from transferring, sharing, selling, copying, or using the Licensed Content, or any portion thereof, to or for any other individual or business organization or academic instituion, including without limitation other coaches or consultants, who are not a client who purchases Licensee’s coaching services. Licensee is also expressly prohibited from using parts of the Licensed Content outside of the purpose of that licensed content.
(2) If Licensee is purchasing a license in the Corporate Field, Licensee hereby agrees and acknowledges that the Licensed Content may only be used by the employees and/or students of Licensee. For the avoidance of doubt, Licensee is expressly prohibited from transferring, sharing, selling, copying, or using the Licensed Content, or any portion thereof, to or for any individual who is not an employee and/or student of Licensee.
(3) If Licensee is purchasing a license in the Individual Field, Licensee hereby agrees and acknowledges that the Licensed Content may only be used by Licensee, and that Licensee is expressly prohibited from transferring, sharing, selling, copying, or using the Licensed Content, or any portion thereof, to or for any individual or other third party.
C. Licensee agrees that it will use the Licensed Content in compliance with all applicable local, state, national, and international laws, rules and regulations. Licensee shall not use the Licensed Content for any fraudulent or inappropriate purpose, or in any way that violates the terms and conditions of this Agreement. Any violation of any of the foregoing may result, in GCC’s sole and exclusive discretion, in the immediate termination of this Agreement and GCC’s removal of all access to the Licensed Content, and may subject Licensee to state, national and/or international penalties and other legal consequences.
D. Licensee hereby acknowledges that GCC owns all right, title and interest in and to the Licensed Content, portions thereof, and any software, audio content, written content, or other materials provided to Licensee under this Agreement or in conjunction with Licensee’s use of the Licensed Content, including without limitation all intellectual property rights related thereto. Licensee agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Licensed Content. Licensee further agrees not to remove, obscure, or alter GCC’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to, contained within, or used in conjunction with or through the Licensed Content.
E. Licensee hereby agrees that all Licensed Content furnished by GCC under this Agreement shall not be broadcast, disseminated or furnished to third parties, except in accordance with Section 2B above. Licensee agrees and acknowledges that GCC may publish and disclose the list of licensees to its Licensed Content, including Licensee, in its own marketing and promotional materials.
3. LICENSE FEES.
In consideration for the license and other rights granted herein, Licensee shall pay the fee set forth below, depending on the applicable Licensed Field.
4. DISCLAIMER OF WARRANTIES & LIMITATIONS ON LIABILITY.
B. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LICENSED CONTENT AND ANY THIRD PARTY SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LICENSED CONTENT ARE PROVIDED “AS IS,” WITH NO WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GCC AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM (A) ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS; AND (B) ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE LICENSED CONTENT, ANY THIRD PARTY SOFTWARE, AND ANY SYSTEMS OFFERED, MANAGED, OR CONTROLLED BY GCC.
C. LICENSEE AGREES AND ACKNOWLEDGES THAT LICENSEE’S DOWNLOAD AND/OR USE OF THE LICENSED CONTENT, ALL THIRD PARTY SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LICENSED CONTENT, AND ALL USE OR ACCESS TO ANY SYSTEMS OFFERED, MANAGED, OR CONTROLLED BY GCC, IS AT LICENSEE’S OWN DISCRETION AND RISK AND THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO LICENSEE’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE LICENSED CONTENT, SUCH THIRD PARTY SOFTWARE, OR ANY DIRECT OR INDIRECT USE OF ANY SYSTEMS OFFERED, MANAGED, OR CONTROLLED BY GCC.
D. UNDER NO CIRCUMSTANCES WILL GCC BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO LICENSEE’S USE OR RELIANCE UPON THE LICENSED CONTENT, WHETHER OR NOT LICENSEE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OF ANY TERMS OF THIS AGREEMENT.
E. WITHOUT LIMITATING THE GENERALITY OF THE ABOVE, GCC HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE UTILITY OF THE LICENSED CONTENT AND THE ABILITY OF SUCH LICENSED CONTENT TO SUFFICIENTLY DELIVER THE CULTURAL INFORMATION AND TRAINING THAT LICENSEE SEEKS.
A. This Agreement will commence on the Effective Date and remain in effect for at least the initial period of time identified below, depending on the applicable Licensed Field.
B. Without limiting the termination rights provided to GCC under Section 2C above, GCC reserves the right to immediately terminate this Agreement upon any breach by the Licensee, by providing Licensee with notice of said breach and termination. Upon any termination of this Agreement under this Section 5B, Licensee shall immediately cease and desist from any further use of the Licensed Content and shall, in accordance with the instructions provided by GCC, either return or destroy the Licensed Content.
C. Payment received for license is nonrefundable. All payments received will be used as credit for future course offerings.
D. Licensee acknowledges that the course webinars are recorded by GCC/CBC with licensee participation on record, the licensee agrees for GCC/CBC to use recorded material for marketing, development, and sales purposes.
A. As used herein, “Confidential Information” means all information, content, and data relating to the Licensed Content and the business, operations, plans, services, facilities, processes, software, methodologies, technologies, intellectual property, research and development, clients and suppliers, partners, principals, employees, consultants, and authorized agents of GCC that is supplied in written, electronic, oral, or any other form by or on behalf of GCC to Licensee under this Agreement. Except as expressly provided herein and otherwise permitted by GCC, Licensee agrees that, for the Term of this Agreement and at anytime thereafter, Licensee shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement any Confidential Information furnished to it by GCC pursuant to this Agreement, except to the extent that it can be established by competent proof by Licensee that such Confidential Information:
(i) was already known to Licensee, other than under an obligation of confidentiality, at the time of disclosure, as evidenced by its written records;
(ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to Licensee;
(iii) became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of Licensee in breach of this Agreement;
(iv) was independently developed by Licensee, as demonstrated by documented evidence prepared contemporaneously with such independent development; or
(v) was subsequently lawfully disclosed to Licensee by a person, other than a party hereto, who was not under any confidentiality obligation with respect thereto.
B. Licensee shall maintain in confidence all of GCC’s Confidential Information and shall not release or disclose any electronic or tangible component thereof to any third party without first receiving the prior written consent of GCC to said release or disclosure, except as otherwise provided in this Agreement or to the extent such disclosure is required by law. Notwithstanding anything to the contrary herein, Licensee may use or disclose Confidential Information for any purpose that is deemed necessary upon the advice of counsel, or for complying with applicable governmental regulations or otherwise submitting information to tax or other governmental authorities.
7. INDEMNIFICATION. Licensee agrees to indemnify, reimburse and hold harmless GCC and its employees, directors, officers, agents, successors and assigns (altogether the “GCC Indemnitees”) from, for and against any and all judgments, settlements, losses, expenses, damages and/or liabilities (the “Losses”) and any and all court costs, attorneys’ fees, and expert witness fees and expenses (“Fees”) that a GCC Indemnitee may incur from any and all allegations, claims, suits, actions or proceedings (the “Claims”) arising out of, relating to, or incidental to Licensee’s breach of this Agreement or its use of the Licensed Content, whether by or through Licensee.
8. REMEDIES. Subject to Section 2C above, in addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement, the other party may terminate this Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have fifteen (15) days from the effective date of such notice to cure the default(s). Unless waived by a party providing written notice of such waiver, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties hereto.
10. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
11. AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its rules or procedures involving conflicts of laws. All actions relating to this Agreement shall be brought exclusively in a federal or state court sitting in the State of Florida. The parties irrevocably waive all present and future objections to personal jurisdiction, forum or venue in such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address as one party may have furnished to the other in writing.
14. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, GCC may assign this Agreement and the obligations and rights hereunder, without Licensee’s consent, (a) to an affiliate or (b) in connection with the sale of a majority of GCC’s assets to which this Agreement relates.
* * * *