"Licensee” is the title given to a person who maintains an active “License” from The Conrad Group, Inc., which grants the limited rights outlined in this agreement.
“License” is the limited rights granted to the Licensee to use “Licensed Materials” and to deliver “Specified Lightyear Leadership Programs” per the level of training and certification that Licensee has completed, and to use the Lightyear logo, as specifically set forth in this agreement. The License is non-transferable and non-exclusive.
“Licensor” is the Conrad Group, Inc.
“Licensed Materials” are the principles, concepts, teachings, videos, worksheets, manuals, tools, methods, modalities, programs, instructional plans and all other materials used at any point in time in connection with Licensor’s business to deliver “Specified Lightyear Leadership Programs,” which are provided to Licensee via the Lightyear Online Platform or via other means of direct communication from Licensor.
“Specified Lightyear Leadership Programs” are the content of Level One: Personal Legacy and Level Two: Integrated Leadership. As the nomenclature and structure of this content may change from time to time, Licensor will identify and communicate such changes to Licensee to ensure Licensee understands which Lightyear content this License shall apply to.
2. Grant of Rights from Licensor to Licensee.
Licensee shall have the following rights:
- Right to identify self as a Lightyear Licensee;
- Right to use the Lightyear logos, as identified in Exhibit A;
- Right to deliver Specified Lightyear Leadership Programs, in whole or in part, per the Licensee’s level of training and certification, for commercial purposes or otherwise, to individuals or groups of individuals, except that if such programs are being delivered for the benefit of a business, company or organization that includes more than ten members, Licensee must notify Licensor in writing prior to committing to the engagement; and
- Right to integrate other modalities when delivering Specified Lightyear Leadership Programs, provided participants are notified.
In regards to Licensed Materials, Licensee shall have the following rights:
- When used in connection with the delivery of Specified Lightyear Leadership Programs permitted under this agreement, Licensee shall have the right to use, share, copy and redistribute the Licensed Materials, either as verbatim copies of the work or, in the case of print materials, by incorporating minor adjustments to integrate the Licensed Materials into Licensee’s branding, notwithstanding that this provision does not grant Licensee the right to transform, adapt or remix the Licensed Materials in order to create new formats or mediums of delivery, derivative offerings, and/or a substantially new product. Such circumstances would require a separate and distinct agreement and royalty arrangement with Licensor. This restriction includes, but is not limited to new mediums such as television, video, radio, podcasts, books, and online learning programs and platforms.
3. Responsibilities of Licensee.
Licensee shall honor and execute the following:
- Attribution: When leading Lightyear Leadership programs and when using and sharing Licensed Materials, Licensee agrees to provide attribution to Licensor in the manner described in Appendix A.
- True Representation: Licensee agrees to accurately represent his or her level of training and certification and is strictly prohibited from training others to lead Lightyear Leadership programs and from sharing and redistributing Lightyear’s training manuals and instructional plans to others.
- No Endorsement: Licensee may not claim or represent any form of endorsement by Licensor, Lightyear or Susanne Conrad when selling and leading programs or when using Licensed Materials.
- Fees: Licensee agrees to remain current with annual licensing fees.
- Data Collection: Licensee shall collect and provide Licensor with specific data pertaining to the participants of their programs. Licensor will provide Licensee with a form for collecting and submitting this data quarterly.
- Notices/Communications: Licensee shall provide Licensor with an active and valid email address or other contact information and shall make his or herself available for notices and communication from Licensor.
- Quarterly Meetings: If Licensee is delivering Specified Lightyear Leadership programs for the benefit of a business, company or organization that includes more than ten members, Licensee agrees to participate in a quarterly phone meeting to be scheduled by Lightyear to discuss the nature and progress of these engagements.
4. Licensee acknowledges and agrees to the following ownership terms:
Licensor is the sole creator and exclusive owner of all intellectual property rights and Licensed Materials, and as such controls all worldwide rights thereto;
Licensor desires to license to Licensee and Licensee desires to license from Licensor, rights in and to the Licensed Materials per the level of certification that Licensee has completed, in accordance with the terms and conditions of this Agreement;
Licensee agrees that he/she shall not in any manner contest the ownership or validity of the Licensor relative to any intellectual property including methodologies, trademarks and copyrights subsisting in the Licensed Materials;
Licensor acknowledges and agrees that any product and/or services created by Licensee shall constitute the original work of authorship of Licensee and Licensee shall have the exclusive right and title to such work and to any copyright that shall subsist therein, exclusive of the Licensed Materials; and
Licensee shall not sublicense the Licensed Materials.
5. Indemnification by Licensee and Product Liability Insurance.
Licensee hereby indemnifies and holds Licensor, free and harmless against and from all actions, claims, suits, proceedings, losses, damages, costs, liabilities, reasonable attorney's fees and other direct and reasonable expenses which Licensor may suffer, incur or pay by reason of or arising out of Licensee’s business or unauthorized use of the Licensed Materials. Licensee agrees to obtain and maintain during the term of this Agreement, at his or her own expense, product liability insurance and general business insurance from a recognized insurance company.
The term of this Agreement shall commence upon the date of execution of this Agreement and shall continue thereafter until January 31, 2018. If Licensee chooses not to renew his/her License or if this license is terminated, all rights granted by this Agreement shall terminate.
If any of the terms of this Agreement are not honored by the Licensee, the Licensor shall have the right to terminate this Agreement and revoke the License upon fifteen (15) days’ notice in writing, and such notice of termination shall become effective, unless the Licensee completely remedies the violation during the 15-day notice period to the full satisfaction and in the sole discretion of the Licensor. The Licensor shall have sole discretion to waive or extend the cure period applicable to each instance of breach by a Licensee. In the event of termination, there will be no refund of License or tuition fees paid.
A non-refundable annual fee of $500 is due for this agreement to be valid. This agreement will be null and void if no fee is received within one month of the date of first execution date, or in subsequent years, within one month of the annual renewal date.
9. Applicable Law.
This Agreement and all its terms and conditions shall be governed exclusively by and interpreted under the statutory, decisional, administrative and other laws of California and all disputes and litigation regarding this Agreement, its construction and matters connected with its performance be subject to the exclusive jurisdiction of the state and federal courts in the Central District of California (the “Court”), and (b) to submit any disputes, matters of interpretation, or enforcement actions arising with respect to the subject matter of this Agreement exclusively to the Court. The parties hereby waive any challenge to the jurisdiction or venue of the Court over these matters.
10. Entire Agreement.
This Agreement sets forth the entire understanding between the parties, and all other prior understandings are canceled. The parties agree to be bound by this electronic contract.
No changes in the terms of this Agreement shall be valid except when and if reduced to writing and signed by a legally authorized representative of Licensor.
12. No Joint Venture.
Nothing in this Agreement shall be construed to place the parties in the relationship of partners or joint venturers. Neither party shall have the power to obligate or bind the other party in any manner whatsoever.
Any notice under this Agreement shall be in writing and shall be mailed by certified mail.