Mindfulness Exercises, LLC
WHEREAS, Company has developed certain content on the topics of meditation and mindfulness, which may include, but is not limited to, trainings, worksheets, audio or video files, templates and scripts, or other curriculum assets and resources; collectively “the Works.”
WHEREAS Company owns and controls all intellectual property rights relating to the Works including any trademark, patent or copyright application rights, trade-secrets and know-how and all other rights related thereto, or otherwise has the right to distribute and sub-license said Works;
WHEREAS You (“Customer”) desire to have similar content and information (based upon the Works) made available to You subject to the terms and conditions contained herein and within the Company’s Terms of Purchase;
WHEREAS Company is willing to provide You with the use of certain content (hereinafter, the “Asset(s)”) subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:
1.2 “Approved Purpose” means the purpose for which the Asset(s) may be used, as described more specifically below.
1.4 “Asset(s) Format” means the format of the Asset(s), which may be video content, written content, audio recordings, photographic content, or other specialized or customized content as offered by the Company. Asset(s) will generally be delivered in digital or electronic format, through an online portal, membership site, website, digital drive or custom link, or as otherwise determined by Company.
1.5 “Intellectual Property Rights” means any and all tangible and intangible (i) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works thereof, (ii) trademark and trade name rights, (iii) trade secret rights, (iv) patents, design rights, and other industrial property rights, and (v) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license or otherwise, together with all registrations, initial applications, renewals extensions, continuations, divisions or reissues thereof, including the right to apply for registration of any of these rights and right to protect or enforce any of these rights, as reserved in full in accordance with the statement of ownership in Section 3 below.
1.6 “Know-how” means technical data, formulae, standards, technical information, specifications, processes, methods, code books, raw materials, as well as all information, knowledge, assistance, trade practices and secrets, and improvements thereto, divulged, disclosed, or in any way communicated to you under this Agreement, unless such information was, at the time of disclosure, or thereafter becomes part of the general knowledge or literature which is generally available for public use from other lawful sources.
1.7 “License Fee” means the fee paid by you in order to use the Asset for the Term described herein, which fee is included in the program, product or service price.
2. LICENSE GRANTED.
Apart from the rights specifically granted herein, you are granted no other right, license or interest in respect of any property of Company.
2.2 No Sublicense. The License being granted to you under this Agreement does not include the right to grant a sublicense to any third party for commercial use of any kind.
2.3 Modifications, Improvements & Derivative Works. While you may, with certain of the Assets, as permitted per instructions provided at the point of delivery of the Asset(s), modify or update the Asset (to apply your branding, etc), you may not claim authorship or ownership rights over any Asset including any to which you have applied any modifications, improvements or derivative works based upon the original Asset. To be clear, you may not modify or alter an Asset and claim ownership or any other intellectual property right to the Asset - you are simply being provided a License to Use of the Asset(s).
3. INTELLECTUAL PROPERTY RIGHTS.
3.1 All Intellectual Property Rights over and in respect of the Asset(s) are owned by Company. You do not acquire any rights of ownership in the Asset(s).
4.1 You shall have access to use the Asset(s) in your work or business in accordance with these terms for the life of your business (i.e. otherwise without restriction as to time).
5. RIGHT TO AUDIT.
5.1 Company reserves the right to perform audits, to inspect the Asset(s), to review your management of the Asset(s), and to otherwise inspect the Asset(s) and your use and implementation of the Asset(s) to ensure its use in accordance with this Agreement as may be reasonably necessary. The Audit may occur by any reasonable means including by requesting all records as are reasonably necessary to determine how and to what extent the Asset(s) are being used, accessed, and kept protected by you in accordance with this Agreement.
6. RESERVATION OF RIGHTS.
6.1 Company hereby reserves an irrevocable, nonexclusive right in the Asset, and in all underlying Intellectual Property Rights, including know-how and related information, which Company may use for any purposes without restriction.
7. LIMITATION OF LIABILITY.
7.1 You acknowledges and agree that neither Company nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Company’s provision of the Asset(s) under this Agreement, or any use of the Asset(s) by the you or your employees; and you hereby release Company to the fullest extent from any such liability, loss, damage or claim.
8. DISCLAIMERS & RELEASE.
8.1 To the extent permitted by law, Company will in no way be liable to the you or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset(s).
8.2 The Asset(s) are provided by Company on an “as is” basis.
8.3 Company will not be held liable in any way, for any loss, damage or injury suffered by you or by any other person related to any use of the Asset(s) or any part thereof.
8.4 Nothing contained in the Asset(s) shall be a substitute for professional advice or treatment, including the advice or treatment of a licensed healthcare professional. Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment or action of an individual following the use of the Asset(s), or the information offered or provided within or through the Asset(s).
8.5 To the fullest extent permitted by law, Company disclaims any and all warranties, express or implied. Company does not guarantee that the Asset(s), or the website, third-party service, or servers hosting the Asset(s) will be uninterrupted or error-free, that defects will be corrected, that they will be free of viruses or other harmful components, or are fully functional, accurate or reliable. Company does not warrant that the Asset(s) will function in every environment or over every internet connection.
8.6 You acknowledges that:
a. The Asset(s) have not been prepared to meet any specific requirements of any party, including any requirements you may have; and
b. it is therefore your responsibility to ensure that the Asset(s) meet your individual requirements.
8.7 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Company, including any implied warranty of merchantability or fitness for a particular purpose. However, to the best of Company’s knowledge, Company Intellectual Property does not infringe the rights of any 3rd party.
9.1 You hereby agree to be solely responsible for and to indemnify, defend and hold harmless Company, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:
a. You, your employee’s and/or your customer or client’s use of or reliance on the Asset(s),
b. Any breach of the terms of this Agreement by you or your employee, and
c. Any other act by you related to this Agreement and its use of the Asset(s).
You shall use best efforts to cooperate with Company in the defense of any claim including to provide Company with assistance, without charge, as Company may request in connection with any such defense, including, without limitation, providing Company with such information, documents, records, and reasonable access to you as Company may deem necessary. Company reserves the right to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by you. You shall not settle any third party claim or waive any defense without Company’s prior written consent.
9.2 This Section 9 will survive termination of this Agreement.
10.1 If an infringement of Company’s Intellectual Property Rights occurs as a result of this Agreement, including via the improper use or exploitation of the Asset(s) by you or your employees, you shall remain responsible. You and Company shall each notify the other immediately, i.e. as soon as is reasonably possible, upon receiving or otherwise obtaining information suggesting or confirming a violation or infringement of Company’s Intellectual Property Rights or the terms of this Agreement.
11.1 This Agreement may be terminated by Company in the event of any of the following:
a. If you are in breach of any term of this Agreement and have not corrected such breach to Company’s reasonable satisfaction within 7 days of Company’s notice of the same; or
b. If you become insolvent, or institutes (or there is instituted against you) proceedings in bankruptcy, insolvency, reorganization or dissolution, or you make an assignment for the benefit of creditors.
11.2 Termination under this Section shall not affect any other rights or remedies Company may have.