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LICENSE AGREEMENT FOR SmartTribes Playbook SmartTribes Institute LLC

This License Agreement (“Agreement”) is made and dated as the exact date of purchase of SmartTribes Playbook,

by and between SmartTribes Institute LLC (“We” and “Us”), and the individual, business, entity, partnership, etc., who/that will be accessing the Content (“You” and “Your”), and Your successors and assigns, with respect to Your accessing and use of the digital information contained in the successor file storage and sharing application folders (the “Folders”) containing the Content, including any documents, spreadsheets, power-point presentations, databases, templates, etc., all of which are collectively referred to herein as the “Content”. By accessing the Content, You agree to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, as well as payments set forth below, and including the recitals set forth above and incorporated herein by this reference, the parties agree as follows:

AGREEMENT

  1. Licens Subject to the terms herein, We hereby grant You a revocable, non-exclusive, non-transferrable, non- sublicensable, non-assignable license to use the Content within Your own immediate organization. Absent written authorization from Us, use of the Content is limited to employees of You solely in connection with their providing services to You. You have the limited right to authorize contractors and affiliates to use the Content provided that, in advance, such contractor or affiliate has countersigned and returned a copy of this Agreement to Us, or has signed and delivered to us an agreement that incorporates the terms contained in this Agreement, and even then, solely in connection with their providing services to You. You are responsible for ensuring that Your additional users of the Content satisfy all the requirements of this Agreement. You assume all responsibility for any actions undertaken by such users relating to the use of the Content, and agree to indemnify us for such unauthorized use, including any fees or costs (including attorney fees) in Our efforts to prosecute any such unauthorized use. In our reasonable discretion, We shall have the right at any time to prohibit You from authorizing a particular user to use the Content. You also have the right to edit and modify the Content for Your business’s internal use, or incorporate same into Your organization’s existing documentation, though in so doing, such modifications may or may not be compatible with any updates or support we provide; therefore, any such edits or modifications are done at Your own risk. You acknowledge and agree that any such modifications do not create a new work, and that any such modified or incorporated Content continues to be governed by the terms of this Agreement.

 

  1. No Other Rights. This Agreement conveys to You no rights with respect to the Content other than specifically set forth herein. We shall retain all patents, copyrights, trademarks, design rights, trade secrets, or other intellectual property rights in the Conten You acknowledge that We are the owner of the Content. You acknowledge Our exclusive right, title, and interest in and to the Content, and shall not at any time during the term of this Agreement or thereafter do or permit to be done any act or thing which impairs Our rights with respect to such Content. You agree not to represent that You have any ownership in the Content.

 

  1. Payment. In consideration for the License granted in this Agreement, You agree to pay the applicable license fee described in the attached Schedule of License Fees (“License Fee”).

 

  1. Refund. The License Fee is non- refundable, following a 2-business day period during which You may apply in writing for a refund, so long as You have not accessed the Content in any way.

 

  1. Warranty; As-Is. We warrant that We are the sole owner of the Content with full authority to license its use to You under this Agreement Except as may be specifically provided for in this Agreement, the Content is being provided to You “AS IS”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall We be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, or in connection with the use of the Content. We do not have any obligation to update and support any of the Content, though, without waiving the foregoing, we may choose to from time to time. Updates or support, if any, would cease upon termination of services We may otherwise be providing You under a separate agreement.

 

  1. Cooperation to Protect. You agree to cooperate with Us to prevent or enjoin any unauthorized use of the Content by any third party.

 

  1. Renewal. This Agreement, along with the license granted in this Agreement, become effective as of the Effective Date, is good for one year, and may be renewed on an annual basis, calculated from the Effective Da You agree to notify Us no less than 30 days in advance of Your renewal for successive one-year terms. Absent Your notice, the License will not be renewed, and any further updates to the Content, and access to any added/new resources, will be discontinued. This Agreement may also be terminated by either party upon notice of breach of the terms of this Agreement.

 

  1. Unauthorized Use. If You permit, or cause the Content to be used in breach of the terms of this Agreement, without Our prior written approval as required herein, We shall have the right to immediately discontinue Your right to use the Content without any right to You also acknowledge that irreparable injury to Us shall occur if the use continues, and that We shall, without limiting or prejudicing any other rights, remedies or damages We may have under this Agreement or under law (whether at law or in equity), be entitled to injunctive relief, and applicable damages, costs and attorneys’ fees, arising from any such unauthorized use. Such injunctive relief shall extend to Your breach of any of the terms of this Agreement as well.

 

  1. Survival of Obligations. Your obligations under Sections 6 and 8 of this Agreement shall survive termination of this Agreement

 

  1. Damages. Neither party shall be liable for special, indirect, incidental, punitive, consequential or any similar damages (including, without limitation, damages for loss of business profits, business interruption or any other loss), whether or not caused by or resulting from the negligence of such party, even if such party has been advised of the possibility of such damages.

 

  1. Forum/Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that a federal or state court with general jurisdiction in the county in which Our home office is located shall be the exclusive forum for the resolution of any dispute arising from or relating to this Agreement You consent to the jurisdiction and venue of any such federal or state court.
  1. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assign

 

  1. Attorneys’ Fees. In the event of any litigation between the parties hereto concerning this Agreement, or the rights and duties of either in relation thereto, the prevailing party in such litigation shall be entitled to, in addition to such other relief as may be granted, to reasonable attorneys’ fees and costs of litigation as determined by the Court in said litigation, or in a separate action brought for that purpos

 

  1. Entire Agreement.   This Agreement constitutes the entire agreement between the parties with respect to the license granted herein. There are no oral or parol agreements existing between the parties which are not expressly set forth herein and therein. This Agreement may not be modified, amended, or otherwise changed in any manner except by a writing executed by the party to be charged.

 

IN WITNESS WHEREOF, this License Agreement is executed as of the Effective Date. By clicking ‘agree’ you have agreed to all above terms.

SCHEDULE OF LICENSE FEES

SmartTribes Leadership Playbook: $1,795

SmartTribes Sales & Marketing Playbook: $1,795

SmartTribes Culture & Talent Playbook: $1,795

Special Rate: SmartTribes Playbook The Complete Edition: $3,500