Workshop Sundae Licensing & Sales Agreement
NOTE: YOU MUST USED THE SAME EMAIL IN EXECUTING THIS LICENSING AGREEMENT
AS YOU USED IN YOUR PURCHASE OF WORKSHOP SUNDAE. ACCESS CAN ONLY BE GRANTED
WHEN THESE EMAILS MATCH.
This Licensing and Sales Agreement is entered into by and between Angelique Rewers Worldwide, LLC, d/b/a BoldHaus (“BH”), a Florida Limited Liability Company whose address is 20423 State Road 7, Suite F6 – #292, Boca Raton FL 33498 and the individual accessing the Workshop Sundae content (the “Buyer”). By proceeding to use the materials provided by BH, you agree to be bound by the terms and conditions of this Agreement including the following licensing and distribution terms and conditions (the “Agreement”). If any of the terms of this Agreement are violated, the license granted under this Agreement shall be revoked without notice.
1. Purchase. Buyer has agreed to buy from BH and BH has agreed to sell program(s). Any and all purchases from BH shall be deemed “Licensed Material”. The Program(s) covered by this Licensing Agreement is defined as any content within the Workshop Sundae area of the BoldHaus Program Vault for which Buyer has access.
The purchase price paid for the program(s) shall be as stated in the purchase invoices provided by BH accompanying each such purchase. Buyer agrees this purchase is for business or commercial purposes, not for consumer purposes, and, because once the material is downloaded there is no effective way to return it, Buyer agrees to waive any and all rights to claim a refund including without limitation the right to seek a credit card chargeback or any other remedy from their credit card company, Paypal or other payment provider.
Buyer is prohibited from utilizing the Licensed Materials with an Authorized User until such time as each purchase is paid in full. Buyer agrees to use the same payment method or provide a credit card for any payment plans. Failure to make any scheduled payment will result in revocation of this Licensing Agreement and access to the Licensed Materials will be removed until Buyer is current on their account.
2. Licensing. Subject to the terms and conditions of this Agreement, BH grants to Buyer a revocable, non-exclusive license to use the Licensed Material, which includes any and all electronic documents downloaded by you, software delivered to you by BH, and any associated updates provided by BH, including any portions thereof or Derivative Works (as defined herein). Any such documents downloaded or delivered by BH are covered by this license even if there is no copyright or other ownership marking. Buyer agrees to protect the Licensed Material from further distribution by marking it with their own copyright prohibiting distribution without their permission. Distribution or duplication by Buyer’s clients absent their direct purchase from BH is prohibited.
Buyer may store the Licensed Material in a digital library, network configuration or similar arrangement to allow the Licensed Material to be viewed by Buyer’s clients (defined as authorized Users).
Buyer may not permit any of the following to occur:
a. make the Licensed Material available in any medium accessible by persons other than authorized Users;
b. make the Licensed Material available on a Learning Management System (LMS) not owned by the Buyer;
c. make the Licensed Material available in a manner intended to allow or invite a third party who is not an Authorized User to download or extract the Licensed Material;
d. redistribute or access any portion of the Licensed Material as a standalone file.
3. Authorized User Direct Licensing. Buyer is strictly prohibited from relicensing the Licensed Materials to Authorized Users (see Transfer terms below). Use of the Licensed Material beyond the scenarios listed below constitute a situation where the Authorized User must directly license the materials from BH. Buyer agrees to provide BH contact information to Authorized User organization in the event direct licensing is required. Any breach of these items will result in the surrender of all revenues received by Buyer related to any such breach. All surrendered revenues must be remitted to BH immediately.
a. In classroom live in-person training – Buyer has unlimited number of uses per Authorized User for an unlimited number of Authorized User participants
b. Virtually delivered live training – Buyer has unlimited number of uses per Authorized User for an unlimited number of Authorized User participants
c. In classroom live in-person training recorded by Authorized User – Authorized User organization has the right to use the recording of the training for up to twelve (12) months restricted to the Authorized User participants present at the training or who were registered for the training but unable to attend in person up to a maximum of 500 participants.
d. Virtually delivered RECORDED training – Buyer prerecords a training to be utilized by Authorized User organization. Limited to 500 Authorized User participants per Authorized User organization for a period not to exceed twelve (12) months. To clarify, if Buyer’s client (the Authorized User) requires participants in excess of 500, Buyer must execute a new Licensing Agreement with BH for the increased participants. Buyer must contact email@example.com to initiate discussions.
4. Ownership. Buyer acknowledges that all right, title and interest in the Licensed Material is the property of BH and that the only rights which you obtain to the Licensed Material is the right of use in accordance with the terms of this Agreement.
5. Transfer. The materials purchased under this Agreement are for your use exclusively. Buyer may not, and may not permit others to, directly or indirectly sell, rent, lease, loan, timeshare, or sublicense TBHs Licensed Material except as provided for in this Agreement. The transmission of Buyer’s user name, password or Activation ID to allow any person other than Buyer to use BH’s Licensed Material for re-distribution is expressly prohibited and failure to comply with this prohibition may result in the suspension or termination of the right to continue to use BH’s Licensed Material or receive support in addition to any other monetary and nonmonetary remedies.
6. Distribution. Included in the purchase price is the ability of Buyer to receive the right to distribute the Licensed Material labeled by BH to conform with Buyer’s brand to Buyer’s clients. Buyer may label these materials with their own branding and distribute the materials to their clients; however, those clients and other recipients are forbidden from further distribution. Buyer agrees to indemnify BH of and from any monetary losses that result from Buyer’s clients’ unauthorized use or distribution of the Licensed Material.
7. Bench & Team Members. Buyer is responsible for how your bench members, team members, independent contractors and any agent of your company use the Licensed Materials in accordance with the Licensing Agreement.
8. License Requirement to sell to Users. Any Licensed Material used in delivering to Users must be sold to the User by an organization that directly has a license to the Licensed Materials. Bench members and independent contractors who maintain a License to the Licensed Material cannot transfer that License to the organization they provide services to.
9. Access. Buyer shall not permit the Licensed Material to be accessible online or in any other public forum without restricting access to Buyer’s clients with a username and password.
10. Derivative Works. Under this Agreement, Buyer may customize the Licensed Material, including localization and translation for training purposes; however, such customization shall be deemed a work derivative of the materials purchased under this Agreement (“Derivative Works”).
11. Limitations On Use. Except as set forth in paragraphs above relating to distribution of the materials to Buyer’s clients as part of any coaching or consulting program, Buyer agrees not to permit unauthorized copying of the materials. Buyer agrees not to copy or reverse engineer the code of any Licensed Material or use the material to create similar or derivative works. The derivative works, and any Licensed Material contained therein belongs exclusively to BH. If Buyer’s subscription, invoice, or any other documentation from BH specifies a maximum number of authorized end users or concurrent users that may access Licensed Material or BH Programs, Buyer agrees not to exceed such maximum number. The underlying Licensed Material which resides in any derivative works created by Buyer remains the exclusive property of BH.
12. No Guarantee. Although BH is committed to maximizing your return on investment, Buyer agrees and understands that the success of the content of the program(s) rests almost entirely with Buyer and Buyer’s clients and therefore agrees and understands that BH’s Licensed Material or any of BH’s content or programs do not guarantee any particular result, or any outcome whatsoever.
13. Term. The term of the license granted under this Agreement shall commence upon use by you of the Licensed Material and shall continue indefinitely unless terminated by BH should you fail to comply with any terms and conditions of this Agreement. Buyer agrees to instruct those using the Licensed Material that the making of unauthorized copies of any component of the Licensed Material is a violation of intellectual property law and this Agreement.
14. Warranty. BH represents and warrants that the Licensed Material is owned exclusively by BH; that the Licensed Material will not infringe upon the personal rights of or give rise to any claim by any third party, including, without limitation, claims in copyright, or trademark; and that BH has the authority to grant Buyer the rights extended in this agreement.
15. Changes. Any changes Buyer makes to the Licensed Material shall be deemed to be derivative works and the copyright and/or ownership in the work as edited or revised will remain with BH.
16. Rights. All rights to the Licensed Material not expressly granted to herein will remain, always, with BH.
17. Social Media. If the Licensed Material is reproduced on a publicly-accessible social media platform or other publicly-accessible third party website without the express written permission of BH is a violation of this Agreement and:
a. The rights granted herein shall automatically be revoked; in the event that the platform or website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement
b. In such event, upon BH’s request, Buyer shall immediately remove any Licensed Material from such platform or website.
Nothing in this paragraph is intended to forbid or prohibit Buyer from making the material available to its clients on a controlled-access or subscription-based forum.
18. Dispute Resolution. Except for licensing or confidentiality disputes, if there is a disagreement between the parties arising out of this agreement, it will be resolved by final and binding arbitration in Miami, Florida. Buyer irrevocably consents to personal jurisdiction in Palm Beach County, Florida.
19. Prevailing Parties. In the event of a dispute between the parties arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all of its attorney’s fees and costs.
20. Governing Law. This agreement is subject to the laws of the State of Florida without regard to tis choice of law / conflict of law principles.
21. Injunction Remedies. Notwithstanding the arbitration clause for disputes, in the event Buyer is believed to be violating any of the licensing or confidential information provisions of this Agreement, Buyer recognizes that this action will cause irreparable harm to BH for which there may be no adequate remedy at law. Therefore, any violation or threatened violation may be redressed by BH’s resort to injunctive relief without bond, including, but not limited to, temporary restraining orders and/or preliminary or permanent injunctions, to restrain or enjoin any violation or threatened violation of this Agreement. This right to injunctive relief shall be in addition to, and not in lieu of, any other legal or equitable remedies that may be available, including but not limited to monetary damages to the extent they are calculable. Any action shall be brought exclusively in the courts located in or having jurisdiction over Miami-Dade County, Florida, to which Buyer irrevocably consents to personal jurisdiction. BH shall be entitled to its attorney’s fees and costs incurred in enforcing this Agreement.
22. Force Majeure. Neither party will be liable to the other for failure to perform its obligations hereunder if and to the extent that such failure to perform results from causes beyond its control, including and without limitation: weather; failures or fluctuations in electric power, heat, light, air conditioning or telecommunication equipment; strikes, lockouts, or other industrial disturbances; civil disturbances; acts of war; acts of terrorism; fires; or acts of God. Neither party shall, however, be excused from performance if nonperformance is due to causes which are removable or remediable and which the non-performing party could have, with the exercise of reasonable diligence, resolved or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance, give written notice to the other party describing the force majeure circumstances preventing continued performance of the obligations of the Agreement.
23. Binding Effect. This Agreement shall be binding upon the parties and their respective personal representatives, successors, and assigns.
24. Non-disparagement. The Parties hereto agree that they will not disparage or make negative statements about the other.
25. Liability. Buyer agrees that BH’s liability under this Agreement shall be limited to the amount of the license fee. Buyer further agrees that BH and its directors, employees, successors or other agents shall not be held liable for any direct or indirect loss or damage resulting from Buyer’s use and/or unauthorized distribution/resale/transfer of the Licensed Material. Buyer agrees to indemnify, defend, and hold harmless BH from and against any and all liability of any kind or nature whatsoever to you or any third parties which may arise out of your use or unauthorized distribution/resale/transfer of the Licensed Material.
26. Entire Agreement. This Agreement is the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. There are no other understandings or agreements. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
27. Notices and Communications. Any notice, payment, request, instruction, or other document to be delivered under this Agreement shall be in writing and delivered personally or mailed by certified mail, return receipt requested, postage prepaid, to the parties at the addresses set forth in the first paragraph of this Agreement, or to any changed address that the parties may designate by like notice. The effective date of such notice shall be its mailing date.
28. Non-Waiver. No delay or failure by BH in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
29. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
30. Severability. If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will be unaffected thereby and will remain in full force and effect.
31. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute on and the same instrument.
32. Execution. A facsimile, electronic, or e-mailed copy of this Agreement, with a written or electronic signature, shall constitute a legal and binding instrument. Additionally, any clickwrap mechanism whereby Buyer checks a box stating that they agree to the terms and conditions when ordering the Licensed Material will also constitute agreement to these terms and conditions.