LICENSE AGREEMENT

THIS LICENSE AGREEMENT (the “Agreement”) between the institution, organization or entity offering or intending to offer the THRIVE Program that you the reader are authorized to represent (the “Client”) and THRIVE Institute LLC, a limited liability company organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”) is effective as of the day the Client agrees to these terms and conditions. By executing this Agreement you represent and warrant you are authorized to bind the Client.

 

BACKGROUND:

 

A. Company has developed a learning experience and associated materials (the “THRIVE Program”) developed with the intent to equip instructors to provide individuals and communities with education, awareness, skills, and resources aimed to increase well-being and reduce the risk of future health and wellness issues or crises;

 

B. Client desires to offer the THRIVE Program, with the understanding that the THRIVE Program is not a substitute for professional healthcare or individualized counseling or therapy;

 

C. Company is agreeable to granting the Client a non-exclusive, non-transferrable license for the use of certain THRIVE Program materials pursuant to the terms and conditions set forth in this Agreement; and

 

D. Company may provide certain materials and intellectual property for limited uses as set forth in this Agreement in connection with the THRIVE Program. Such materials and intellectual property shall remain the exclusive property of Company.

IN CONSIDERATION OF the above recitals and of the mutual benefits and obligations set forth in this Agreement, and intending to be legally bound hereby, Client and Company (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

 

License

1. Pursuant to the terms and conditions set forth herein, Company hereby agrees to grant the Client a non-exclusive, non-transferable license (the “License”) to use certain Company materials (the “Curriculum”) necessary for Client to facilitate the THRIVE Program. The licensed Curriculum shall consist of (i) nine (9) instructor presentation files (.ppt), (ii) an instructor training manual document (.pdf), (iii) a program schedule template (.ppt), (iv) a budget tracker document (.xlxs), (v) a participant consent form (.pfd or html), and (vi) a participant feedback form (.pdf or html). The Curriculum may also include other supplementary materials at the Company’s discretion.

 

2. Client shall limit the use of and access to the Curriculum files to only one authorized agent whom the Client designates to serve as the THRIVE Program instructor (“Program Instructor”). Client agrees to store the Curriculum exclusively on one of two mediums accessible only to the Client’s authorized THRIVE Program Instructor: (i) a password-protected flash drive that is securely stored by the Client on its campus or (ii) a password-protected electronic folder on the Client’s secure server.

 

3. The Curriculum shall not be used or accessed by anyone other than the Program Instructor and for any purposes other than instructing the Program. The Program Instructor may use the Curriculum to instruct more than one Program session himself or herself for different participant groups at one time, such as offering a Program session to a group in the morning and offering another Program session to a different group in the afternoon.

 

4. Duplicating, copying, transferring, or emailing the Curriculum as a whole or in part in any way is strictly prohibited except as explicitly provided herein. At the conclusion of the Program, Client may transfer access and use of the Curriculum to a different Client agent designated as the next Program Instructor for the duration of a subsequent Program. If Client wishes to allow use of the Curriculum by more than one Program Instructor at one time (such as to offer multiple Program sessions at the same time with different instructors), Client shall purchase an additional license to acquire any additional set(s) of the Curriculum under the name of a different Client agent or department, which the Client shall record in the second address line provided at the point of purchase of the license.

 

5. Client agrees and acknowledges that Client shall not share, distribute, redistribute, print, reprint, copy, sell or otherwise disseminate the Curriculum in whole or in part or means to access the Curriculum files to any third party without the prior written permission of Company.

 

6. The Curriculum shall not be modified, reproduced, edited, or changed in any manner whatsoever without the express written permission of the Company, except where explicitly provided for in the instructor presentation files included in the Curriculum.

 

7. Client agrees to designate a Program Instructor who (i) is an authorized agent of the Client’s organization, institution, or entity and (ii) has reasonable qualifications and necessary clearances to instruct a wellness course to the Client’s audiences.

 

8. Client agrees to follow the Company instructions for properly administering the THRIVE Program and use of the Curriculum. The instructions are provided by the Company via means including but not limited to the instructor training manual document provided in the Curriculum.

 

9. Client assumes all responsibility for administering the THRIVE Program on its campus. Company will not monitor or supervise Client in administering the THRIVE Program. Client, its agents, employees, successors and assigns, their respective heirs, personal representatives and affiliates, release and forever discharge Company from any liability or responsibility for any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, arising out of or in any way relating to Client’s offering, implementation and administration of the THRIVE Program, use of the Curriculum or this License.

 

10. Client agrees that it shall not permit participation by any person in the THRIVE Program without the adult person or the minor’s legal guardian, as applicable, first executing the electronic THRIVE Program consent form (“Consent Form”) provided by Company prior to participation. Company may, from time to time, update the Consent Form at Company's sole discretion. Any subsequent changes shall be effective prospectively for any subsequent participation in the THRIVE Program. The Consent Form shall verify participants’ understanding of and agreement to assumption of any and all risk(s) associated with their participation in the THRIVE Program. A THRIVE Program participant (“Participant”) is defined as any person (i) to whom the Client offers the Program and (ii) who executes the Consent Form. The Consent Form is considered fully executed and enforceable when an individual’s information has been entered, submitted, recorded, and stored into the Company’s secure Wix database. Company shall keep all Consent Forms that include individual identifying information confidential to the extent required by law (see the Company’s privacy policy at https://www.discoverhowtothrive.com/privacy). Upon written request from Client, Company may, in its sole discretion, share with Client the information Client’s Participants submit in the Consent Form. Client may request this information from Company to verify that the individuals who agreed to participate in the THRIVE Program have executed the Consent Form prior to participation. Client shall not use any Participant personal or identifying information for any purposes other than what is necessary to offer the THRIVE Program.

 

11. Unless Company grants Client permission otherwise in writing, Client agrees that it shall not permit any person to participate in the THRIVE Program without each and every Participant owning  his or her own copy of the THRIVE Program workbook, titled THRIVE: A Guide to Individual and Collective Well-Being, by Christie Versagli (“Workbook”). The Workbook is available for purchase on Amazon and may be purchased by the Client in bulk for each Participant, or by each individual Participant for himself or herself. Client assumes all responsibility for the bulk purchase of the Workbooks, such as purchasing fees and shipping.

 

12. To assist Company in improving the Program and Curriculum, Client agrees to request that each Participant complete the electronic THRIVE Program feedback form (“Feedback Form”), found at https://www.discoverhowtothrive.com/feedback, at the conclusion of their participation in the Program. Information submitted within the Feedback Form is stored in a secure Wix database. Company shall keep any individual identifying information submitted within the Feedback Form confidential to the extent required by law. Upon written request from Client, Company may, in its sole discretion, share pertinent information or data provided on Client’s Participants’ Feedback Form with Client.

 

13. Title to all intellectual property and the rights pertaining thereto, including but not limited to copyrights and distribution rights of the Curriculum remain exclusively with Company. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights or any interest in the Curriculum or the THRIVE Program.

 

14. The rights and obligations set forth herein are granted exclusively to Client. Client shall not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. Client shall not make available the Curriculum for use, reproduction, distribution or otherwise to any third party.

 

15. Company may, from time to time, update the Program materials which are the subject of this License to enhance the Program offerings. Upon notification from Company, Client shall purchase the updated materials at a reduced license fee for current licensees. Should Client fail to purchase updated materials for subsequent Program offerings, continued use of outdated materials shall be considered a material breach of Client’s License.

 

16. The Company reserves the right to revoke this License at any time and for any reason at the Company’s sole discretion.

 

17. Failure to comply with any of the terms of this Agreement shall be considered a material breach of this Agreement resulting in the immediate termination of the License and any other remedies available at law or equity.

License Fee

18. In consideration for access to and use of the Curriculum and Program, Client shall pay Company a License Fee of five thousand and three hundred dollars ($5,300.00) USD, which includes 6% sales tax applicable to the purchase of the License in Pennsylvania. If the Client is located in Philadelphia, Client shall pay a License Fee of five thousand and four hundred dollars ($5,400.00) USD which includes 8% sales tax applicable to the purchase of the License in Philadelphia. If Client is located outside of Pennsylvania, Client may request from Company, in writing, a coupon code to apply at checkout to remove any non-applicable sales tax. Clients located outside of Pennsylvania shall be responsible for any and all state and/or local taxes or fees associated with their purchase of the License. If Client is a tax-exempt entity, Client may provide Company with a tax exemption certificate acceptable to the applicable tax authorities evidencing Client’s exempt status. Upon Company’s confirmation of receipt and validity of the Client’s certificate, Client shall receive a coupon code to apply at checkout which shall reduce the License Fee to five thousand dollars ($5,000.00) USD to reflect Client’s exempt status. 

 

19. The License Fee may be paid by entering a credit card number or debit card number within the Company’s secure online store powered by Wix (the “Store), accessible via https://www.discoverhowtothrive.com/store. Company may offer alternative means of payment to the Client at the Company’s sole discretion.

 

20. Company shall not deliver the Curriculum until Company has received confirmation from its financial institution of receipt of the entire License Fee.

 

21. Client shall pay any and all expenses incurred in offering the THRIVE Program, including, but not limited to transportation, catering, and activities.

 

Delivery of Curriculum

22. The Curriculum shall be deemed delivered to Client the moment Client has been sent access to an authorized means to download the Curriculum. If Client submits the License Fee payment via the Store, Wix may provide a link on the Thank You page at checkout enabling Client to download a zipped folder containing the Curriculum digital files, upon Company’s receipt of Client’s payment. Wix may also automatically send an email to Client with a link to download the files. The link shall expire after 30 days. Client must download the Curriculum within 30 days of receipt of the link. Company may provide Client with alternative means to access the Curriculum at the Company’s sole discretion.

 

23. The Curriculum shall be loaded onto no more than one computer to facilitate the Program. Client agrees to delete the Curriculum files from any computer, laptop, or other device or means used to instruct and/or facilitate the Program following completion of the Program.

Term of Agreement

24. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely, subject to either (i) termination as provided in this Agreement or (ii) the release of an updated version of the Curriculum.

 

25. In the event that either Party breaches a material provision of this Agreement, the non-breaching Party may terminate this Agreement immediately and require the breaching Party to indemnify the non-breaching Party against all damages, including costs of litigation and reasonable counsel fees.

 

Confidentiality

26. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of either Party which would reasonably be considered to be proprietary to that Party including, but not limited to, accounting records, business processes, Intellectual Property (defined in Paragraph 35 below), proprietary written materials, and any other information that is not generally known in the industry of that Party.

 

27. The Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which that Party has obtained, except as authorized by the other Party or as required by law. The obligations of confidentiality shall apply during the Term of this Agreement and will survive indefinitely upon termination of this Agreement.

 

28. All written and oral information and material disclosed or provided by either Party under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the other Party.

 

Ownership and Protection of Intellectual Property

29. Client agrees that the THRIVE Program and Materials, as defined below, are the exclusive Intellectual Property of the Company.

 

30. “Materials” shall mean all tangible or intangible material pertaining to Company products and services, in any form whatsoever, including but not limited to the THRIVE Program, the Curriculum (excluding any third party intellectual property contained therein), the THRIVE website, the THRIVE Workbooks, the THRIVE training and recruitment materials, the THRIVE instructor materials and handouts, and THRIVE slideshows or other presentations.

 

31. Client acknowledges that the Materials may contain third-party intellectual property, for which reasonable effort has been made to contact copyright holders and secure permission for its use, unless such content is available in the public domain, subject to fair use, or otherwise exempt from copyright protections. If Client believes any content requires additional permissions, or if Client notices any other errors or omissions within the Materials, Client shall so notify Company in writing. Company shall make all reasonable and/or necessary efforts to rectify any inadvertent omissions brought to Company’s attention.

 

32. Client understands and agrees that the Materials are being provided on a limited use basis for educational purposes only. 

 

33. Client agrees and acknowledges that it shall not distribute, redistribute, print, reprint, copy, sell or otherwise disseminate the Materials to any Participant or other party without the prior written permission of Company.

 

34. Client shall protect Company’s Materials and Intellectual Property from unauthorized disclosure, including copying or other dissemination thereof not explicitly permitted by Company in writing.

 

35. All intellectual property and related material (the “Intellectual Property”) that is developed or produced by Company before, during, or after the Term of this Agreement is and shall remain the exclusive property of Company. The Intellectual Property includes but is not limited to any new and useful process, software, copyrighted work, or tangible property. Client hereby assigns to Company all rights, title and interest in and to Intellectual Property developed by the Company independently or developed by Company as a result of Client input or support.

 

36. Client shall not contest the validity of Company’s Intellectual Property or other Company proprietary right, title or interest including, without limitation, after the expiration or termination of this Agreement.

 

37. Client agrees to request Company permission in writing prior to any intended use of Materials outside of the permitted use as set forth in this Agreement.

 

Third Party Disclosures

38. Client grants Company permission to identify Client as one of Company’s clients to third parties. Client further grants Company permission to display Client’s logo in a list of Company’s clients on one or more webpages within the THRIVE website (https://www.discoverhowtothrive.com), which Client may revoke at any time by notifying Company in writing. Client grants Company permission to name Client as one of Company’s clients on other marketing materials, promotional pieces, and advertisements, including use of Client’s logo or other identifying mark, only in such manner as pre-approved by Client in writing.

 

39. Company may use the data and information generated by Client’s use of the Materials at its discretion, subject to that use being professionally and ethically responsible.

 

40. Client and Company agree that they will not make any disclosures to third parties that may be harmful to either Party.

 

Returns

41. Any and all purchases made by Client from Company are final and shall not be refundable after purchase. Client may return Materials to Company at any time, and Client will assume any associated cost for the returns.  

 

Capacity

42. Company and Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a license for use of certain Materials.

 

43. Client represents and warrants that the individual executing this Agreement is authorized to execute same and doing so shall bind Client to the terms and conditions hereof.

 

Notice

44. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered as follows:

 

To Client:

At the address the Client enters in the Store;

 

To Company:

 

THRIVE Institute LLC

ATTN: Christie Versagli

2015 Stargazer Road,

Romansville, PA, 19320

 

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

 

Indemnification

45. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification obligation will survive the termination of this Agreement.

 

46. In no event shall either Party and/or its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns be liable to the other Party for any direct, indirect, special, consequential, or incidental damages. Further, Company’s liability to Client shall be limited to the amount of the License Fee.

 

47. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The THRIVE Program and Materials are not intended as a substitute for individual, professional physical or mental health advice and treatment. Company specifically disclaims all responsibility for any liability, loss, or risk, personal or otherwise, which is incurred as a consequence, directly or indirectly, of the use and application of the THRIVE Program and/or Materials.

 

Modification of Agreement

48. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

 

Time of the Essence

49. Time is of the essence of this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

 

Assignment

50. Neither Party shall voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other Party.

 

Entire Agreement

51. This Agreement contains the entire agreement between the Parties to this Agreement relating to the transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written. The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein. No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing, signed by both Parties.

 

Inurement

52. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

 

Titles/Headings

53. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

Gender

54. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

Governing Law

55. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

Severability

56. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions may nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement, so long as such severance does not undermine the essential purpose and protections set forth herein.

 

Waiver

57. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

 

Authority

58. By executing this Agreement and providing the relevant contact information either in the Store or by successfully submitting the relevant contact information within the web form below to a recorded Company database, the signatory warrants it is the authorized agent of Client with the power and authority to bind Client to the terms and conditions set forth in this Agreement.

 

BY CHECKING THE BOX LABELED “I AGREE TO THE TERMS & CONDITIONS” IN THE COMPANY STORE CHECKOUT PAGE AND COMPLETING THE TRANSACTION IN THE STORE TO PURCHASE THE MATERIALS FROM THE COMPANY, OR BY PROVIDING CONTACT INFORMATION AND CLICKING THE "AGREE" BUTTON BELOW, YOU AND THE INSTITUTION, ORGANIZATION, OR ENTITY YOU REPRESENT, THE CLIENT, ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND BECOMING A PARTY TO THIS AGREEMENT. IF YOU AND THE CLIENT DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT MAKE A PURCHASE FROM THE COMPANY STORE OR DO NOT CLICK THE "AGREE" BUTTON BELOW. 

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