THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of the date of payment of the purchase price for the Program (as defined below) (the “Effective Date”), by and between Interface Advantage Systems, Inc. d/b/a The Coaches Console, a Virginia corporation with its principal place of business at 1201 Persinger Rd. SW, Roanoke, Virginia 24018 (“Licensor”) and the individual licensee who is purchasing the Program (“Licensee”).

RECITALS

1. Licensor is the owner of certain copyrighted and trademarked materials relating to a training program and methodology known as Villains and Superpowers (the “Program”), including a Facilitator’s Guide and supporting documents, as updated and amended from time to time (the “Licensed Materials”).
2. Licensee desires to obtain a license to use the Licensed Materials in Licensee’s business.  Licensor is willing to grant a nonexclusive license to use the Licensed Materials upon the terms and conditions set forth in this Agreement.

For good and valuable consideration, and intending to be legally bound, the parties agree as follows:

AGREEMENT

1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a nonexclusive, revocable license to use the Licensed Materials during the term of this Agreement for the sole purpose of using the Licensed Materials with Licensee’s clients (the “Purpose”).  For avoidance of doubt, the Purpose does not include the right of Licensee to train his or her clients, team members, or other individuals in the use of the Licensed Materials.

2. License Fee. Licensee shall pay an annual, nonrefundable license fee to Licensor (the “License Fee”).  The License Fee may be increased or decreased by Licensor upon each renewal of this Agreement by prior notice to Licensee.

3. Term. The term of this Agreement shall be one year, beginning on the Effective Date, and shall be automatically renewed upon Licensee’s payment of the annual License Fee, unless sooner terminated as provided in this Agreement.

4. Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensor’s actual knowledge as of the Effective Date as follows: (a) Licensor has the right, power and authority to license the Licensed Materials; (b) the Licensed Materials do not infringe on any intellectual proprietary rights of any third party; and (c) Licensor is not a party to any agreement which would conflict with or limit its ability to perform any of its obligations hereunder.

5. Representations, Warranties and Covenants of Licensee. Licensee hereby represents, warrants and covenants as follows:  (a) Licensee acknowledges and agrees that the Licensed Materials are the sole and exclusive property of Licensor and that Licensor holds the copyright, trademark, and all other intellectual property rights in and to the Licensed Materials and the mark “Villains and Superpowers”; (b) Licensee shall not expressly or impliedly hold him or herself out as being the owner or creator of the Licensed Materials; (c) Licensee shall acknowledge Licensor’s copyright in the Licensed Materials by using “© 2018 Interface Advantage Systems, Inc. d/b/a The Coaches Console” whenever Licensee uses, reproduces or distributes any portion of the Licensed Materials for marketing purposes or otherwise; (d) Licensee shall acknowledge Licensor’s trademark in the phrase “Villains and Superpowers” by including the following statement: “‘Villains and Superpowers’ is a registered trademark of Interface Advantage Systems, Inc. d/b/a The Coaches Console” whenever Licensee uses, reproduces or distributes any portion of the Licensed Materials for marketing purposes or otherwise, (e) Licensee shall not remove any copyright, trademark, service mark, or other proprietary notices from the Licensed Materials; (f) Licensee shall not train his or her clients, team members, or other individuals in the use of the Licensed Materials; (g) Licensee shall promptly provide Licensor with notice of any change of address, phone number, or e-mail address; and (h) Licensee shall comply with all applicable laws and regulations in connection with his or her use of the Licensed Materials.

6. Termination. Licensor may terminate the License and this Agreement upon notice to Licensee, if Licensee breaches any of the terms of this Agreement.  Upon the termination or expiration of this Agreement for any reason, Licensee shall immediately cease use of the Licensed Materials.

7. Reservation of Rights. Licensor reserves the right to use, commercialize, market, sell, assign, distribute and otherwise exploit (and grant the same rights to others), the Licensed Materials for any purpose.  All rights in and to the Licensed Materials not expressly granted to Licensee hereunder are and shall remain the sole and exclusive property of Licensor.

8. Indemnification.

• By Licensee. Licensee shall defend, indemnify and hold Licensor and its officers, directors, employees, shareholders and agents harmless against any and all claims, losses, damages, expenses, settlement or costs (including reasonable attorneys’ fees and expenses), arising directly or indirectly from, as a result of, or in connection with Licensee’s use of the Licensed Materials, use of the Licensor’s proprietary marks, or breach of this Agreement.
• By Licensor. Licensor shall defend, indemnify and hold Licensee harmless against any and all claims, losses, damages, expenses, settlement or costs (including reasonable attorneys’ fees and expenses), arising directly or indirectly from, as a result of, or in connection with Licensor’s breach of this Agreement.

9. Independent Relationship. The parties understand and agree that this Agreement does not create a fiduciary relationship between them, that Licensee is independent from Licensor and that nothing in this Agreement is intended to constitute either party as an agent, legal representative, subsidiary, joint venture or partner, of the other for any purpose whatsoever.  During the term of this Agreement, Licensee shall hold him or herself out to the public as a licensee operating pursuant to a license agreement.  Licensee and Licensor understand and agree that nothing in this Agreement authorizes either to make any contract, agreement, warranty or representation for or on behalf of the other, or to incur any debt or obligation in the other’s name.

10. Assignment. Licensee shall have no right to assign this Agreement or delegate or assign any rights hereunder without the prior written consent of Licensor, which consent may be withheld for any reason.  Any such attempted assignment shall be null and void.

11. Notices. All notices, requests, demands or other communications required or permitted under the terms of this Agreement shall be (i) hand delivered, (ii) delivered by a nationally recognized overnight delivery service, (iii) emailed, or (iv) sent by certified mail, return receipt requested, postage prepaid.  Notices shall be deemed given (i) on the date personally delivered against a written receipt, (ii) one day after delivery to the recipient by overnight delivery service, (iii) upon email delivery, or (iv) three (3) days after being sent by certified mail.

12. Modification, Waiver. This Agreement may be modified only by both parties electronically signing the modification.  No waiver of any part of this Agreement, including this Section, shall be binding on the waiving party unless the waiver is electronically signed by the waiving party.  No waiver or approval given by any party shall constitute a waiver or approval of any similar matter in the future.  The acceptance of performance or partial performance with knowledge of a default shall not be a waiver of that default.

13. Governing Law; Venue. All matters regarding the formation, interpretation, and enforcement of this Agreement shall be governed by Virginia law, excluding its laws relating to choice of law.  Regardless of what venue would otherwise be permissive or required, the parties stipulate that all actions arising under or related to this Agreement shall be brought in the Circuit or General District Courts of the City of Roanoke, Virginia, or the United States District Court for the Western District of Virginia, Roanoke Division, the parties agreeing that such forum is mutually convenient and bears a reasonable relationship to this Agreement.  The parties irrevocably submit to the jurisdiction of such courts for the purpose of any suit, action or other proceeding arising under or related to this Agreement.

14. Miscellaneous. This Agreement contains the entire agreement between the parties and supersedes all prior agreements, inducements, promises or commitments of the parties.  If any provision of this Agreement is unenforceable, the remainder of this Agreement shall continue in effect and be construed as if the unenforceable provision had not been contained in this Agreement.  Sections 8, 13, and 14 shall survive the termination of this Agreement.  If either party breaches any of its obligations under this Agreement, the breaching party shall pay all reasonable costs and fees, including all attorney’s and other professional’s fees, incurred by any non-breaching party in protecting, enforcing, or interpreting its rights under this Agreement.  Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof.  This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  Licensee agrees to perform such other acts and execute and deliver such other documents as may be necessary or appropriate to carry out the intent and purposes of this Agreement.  Upon purchasing the Program, Licensee acknowledges that he or she has read, understands, and agrees to the terms and conditions of this Agreement.