LEVERAGEHER CLUB CANVAS WORKSHOP LICENSE AGREEMENT
THIS HER NEXT FIVE INC. LEVERAGEHER CLUB CANVAS WORKSHOP LICENSE AGREEMENT (this “Agreement”) is entered into the date signed (the “Effective Date”) by and between the Parent/guardian of adolescent student/child student participating in a LeverageHER Club, (“Customer”), and HER NEXT FIVE INC., a Georgia limited liability company (“Licensor”). As used herein, each of Customer and Licensor may be referred to as a “Party” and, collectively, as the “Parties.”
WHEREAS, Licensor is in the business of developing interactive team-based, student-led, 21st century skills-based workshop to be utilized in such programming;
WHEREAS, Customer desires to license the LeverageHER Club Workshop, as further described herein (the “Licensed Workshop”); and
WHEREAS, Licensor desires to grant a license to the Licensed Workshop to Customer on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby mutually agree as follows:
All relevant definitions are set forth in Exhibit 1.
GRANT OF LICENSE AND FEES
Section 2.1 Grant of License. Subject to the terms and conditions of this Agreement, Licensor grants Customer a non-transferable, non-exclusive license to use the Licensed Workshop in the Territory, in accordance with this Agreement, for the purpose of offering the Licensed Workshop to End Users. Customer shall not use a product or service competitive with the Licensed Workshop during the Term
Section 2.2 Use. Notwithstanding anything to the contrary in this Agreement, the license granted to Customer pursuant to Section 2.1 above permits the use of the Licensed Workshop to provide the Licensed Workshop as an interactive team-based, student-led, 21st century skills-based workshop for End Users. For the avoidance of doubt, the Licensed Workshop, per license, may be used by one (1) adolescent student/child student the, (“Customer”), authorizes at the Site Address as specified in the LeverageHER Club Canvas Membership AGREEMENT & CONSENT FORM (“LCMA”).
Section 2.3 Customer’s Service Providers. Customer may allow third-party contractors that are not Licensor Competitors to have access to the Licensed Workshop solely in connection with Customer’s permitted use thereof in accordance with Section 2.1 and Section 2.2 above; provided, however, that Customer shall be responsible to Licensor for any breach of this Agreement caused by Customer’s independent contractors.
Section 2.4 Copies. Subject to the terms and conditions of this Agreement, Customer may make as many copies of the Licensed Workshop as are reasonably necessary for the ordinary use of the Licensed Workshop or for archival or back-up purposes provided that, in advance, it advises Licensor of the exact location of such copies and subsequent to the making of the copies of any change to their location. Customer shall ensure that all of Licensor’s trademarks and copyright and restricted rights notices, if any, are reproduced on these copies.
Section 2.5 Licensor Marks. Pursuant to the terms and conditions of this Agreement, Licensor grants Customer a limited, non-exclusive, non-transferrable license to use the Licensor Marks, solely in connection with Customer’s exercise of its rights under this Agreement. All goodwill arising from the use of any Licensor Mark shall inure to the benefit of Licensor.
Section 2.6 Proprietary Notices. Customer shall not remove any patent, copyright, trademark or other intellectual property notice that may appear on any part of the Licensed Workshop without prior approval in writing from Licensor.
Section 2.7 Reservation of Rights. Except for those rights expressly granted to Customer under this Agreement, all rights in and to the Licensed Workshop are hereby reserved to Licensor.
Section 2.8 Restrictions. To the fullest extent that such restriction is permitted under applicable law, Customer agrees that, unless otherwise specifically permitted in this Agreement, it will not, and will not allow others to modify the Licensed Workshop in any way.
Section 2.9 License to Use Related Rights. To the extent that Customer has property rights that are incorporated in, or necessary to the use of, the Licensed Workshop or any portion thereof, Customer grants to Licensor a royalty-free, irrevocable, worldwide, non-exclusive license to use, disclose, reproduce, modify, license and distribute the Licensed Workshop.
Section 2.10 Ownership. Customer acknowledges that Licensor or its licensors own all Intellectual Property Rights in and to (i) the Licensed Workshop (including copies thereof) and (ii) all material delivered, produced or composed by or on behalf of Customer in the course of, or pursuant to, the performance of work under this Agreement. Each Party shall maintain all Intellectual Property Rights in components and/or products to which it has established such rights prior to the signing of this Agreement.
Section 2.11 Delivery. On the Effective Date, or as soon as commercially practicable thereafter, Licensor shall deliver to Customer the Licensed Workshop. Upon delivery of the Licensed Workshop, Customer will be deemed to have accepted the Licensed Workshop.
Section 2.12 Fees. In consideration for the provision of the Licensed Workshop to Customer by Licensor, Customer of LeverageHER Club Founding Ambassador fee shall be waived
Section 3.1 Workshop Management. An individual will be assigned as the primary responsibility for communicating with and providing necessary assistance to the other Party with respect to products and services provided pursuant to this Agreement (“Club Advisor /Sponsor”).
Section 3.2 Training. Licensor shall provide appropriate and complete training for Customer personnel free of charge other than travel and related expenses, which shall be the obligation of Customer. The timing and place for such training shall be mutually agreed upon by the Parties. Such training will be downloadable materials.
Section 3.3 Releases. (a) Delivery. Licensor shall deliver to Customer all applicable Updates and Upgrades as soon as commercially practicable. Licensor shall update the Licensed Workshop from time to time to reflect any Accepted Upgrades or Updates.(b) Requirement to Provide. Licensor shall provide Updates to the Licensed Workshop throughout the Term so long as Customer is complying with the LCMA
REPRESENTATIONS AND WARRANTIES
Section 4.1 Mutual Representations and Warranties. Each Party warrants and represents that:
(a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement;
(b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party;
(c) this Agreement constitutes a legally valid and binding obligation of such Party, enforceable against it in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and subject to general equitable principles; and
(d) performance of this Agreement does not violate any law, rule or regulation or breach any other agreement to which it is a party.
Section 4.2 Customer Representation and Warranty. Customer warrants and represents that its representative is over the age of eighteen (18) and has the authority to enter into this Agreement.
EXCEPT TO THE EXTENT SET FORTH IN THIS SECTION, LICENSOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR NON-INFRINGEMENT.
TERM AND TERMINATION
Section 5.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial listed/scheduled period per official club start date to the final club date (“Initial Term”).
Section 5.2 Termination for Cause. Notwithstanding anything in this Agreement to the contrary, either Party may, by written notice to the other Party, terminate this Agreement, in whole or in part, if any of the following events occur:
(a) Licensor may terminate this Agreement in the event that Customer materially breaches this Agreement and fails to cure said material breach within thirty (30) days of receiving written notice of said material breach from Licensor. Notice shall include a description of the asserted breach. The following acts shall constitute a material breach (“Material Breach”) of the Agreement:
i. Failure to pay the licensing fee in full.
ii. Any use by Customer of the Licensed Workshop in any manner other than specified in this Agreement.
iii. Any unauthorized disclosure or failure to hold the Licensed Workshop in confidence.
iv. Any application by Customer or its affiliates to register or cooperation in any effort by any third party to register Licensor’s trademarks, service marks, domain names or trade names (“Licensor Marks”) containing the Licensor Marks or that are confusingly similar to or dilutive of the Licensor Marks anywhere in the world in connection with any products or services.
v. Any challenge or participation in any challenge by Customer or its affiliates against Licensor relating to the Licensed Workshop during the Term.
(b) such other Party is in material breach of any provision of this Agreement and such breach is not cured within sixty (60) days after the first Party gives such other Party a reasonably detailed written notice of such breach; or
(c) if such other Party (i) terminates or suspends all or a substantial portion of its business activities, (ii) becomes insolvent, admits in writing its inability to pay its debts as they come due, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within thirty (30) days.
(d) This Agreement may be terminated upon ninety (90) days’ written notice (“Notice of Termination”). Any Fees paid pursuant to this agreement and prior to any such notice of termination shall not be refunded to Customer for any reason.
Section 5.3 Effect of Termination. Notwithstanding any termination or expiration of this Agreement, the provisions of Articles II, III, IV will survive termination or expiration. In the event of termination or expiration of this Agreement, all rights and licenses granted to Customer hereunder shall automatically and immediately cease and terminate, and Customer shall have no further right to use the Licensed Workshop in any manner or for any purpose. Customer, at Licensor’s election, shall promptly: (a) return the Licensed Workshop (including both originals and any copies thereof in Customer’s possession or control) to Licensor, and/or (b) destroy the foregoing and provide Licensor with satisfactory proof of such destruction.
Section 6.1 Privacy.
(a) Processing of Personal Data. Licensor shall Process Personal Data, or allow the Process of Personal Data, only on behalf of and for the benefit of Customer (or, as applicable, Customer’s End User) and only to carry out its obligations under this Agreement and Customer’s (or, as applicable, its End User) written instructions. Process (or any derivative of the word) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
(b) Licensor must take steps to ensure that any person acting under its authority who has access to Personal Data is granted access to Personal Data only on a need-to-know basis and is subject to a duly enforceable contractual or statutory confidentiality obligation. Licensor shall not, without Customer’s prior written consent, transfer Personal Data outside the country to which it was originally delivered by or on behalf of Customer (or its Customer) to Licensor for Processing.
(c) No Transfer. Licensor shall not share, transfer, disclose or otherwise provide access to any Personal Data to any unauthorized third party unless Customer (or, as applicable, Customer’s Customer) has authorized Licensor to do so in writing.
(d) Personal Data Requests. Licensor shall promptly inform Customer in writing of any requests with respect to Personal Data (e.g., access, modify, use or delete) received from Customer’s or Customer’s customers, consumers, employees or others. Licensor shall respond to such requests only in accordance with Customer (or, as applicable, Customer) instructions. Licensor shall cooperate with Customer and Customer if an individual requests access to his or her Personal Data for any reason.
Section 7.1 Confidentiality. Each Party acknowledges and agrees that each Party (“Recipient”) shall have access to proprietary, Confidential Information, confidential business and financial information and plans of the other Party (“Discloser”) and other third parties including, but not limited to, financial information or Intellectual Property of third parties licensed to Disclosure.
a. Recipient agrees that all such Confidential Information, plans, and Intellectual Property shall be held in the strictest confidence, that Recipient shall not reveal the same to any third parties, that Recipient shall not make or retain any copies thereof upon termination of this agreement, nor except for the performance of services hereunder make any use of such Confidential Information, plans, and Intellectual Property.
b. Customer agrees that during the Term of this Agreement and for a period of three (3) years after the termination of this Agreement, Customer will not create, make, or develop any work substantially similar any other product, project, or work created, made, conceived, invented, developed, or discovered by Licensor.
c. Nothing in this Agreement shall be construed to constitute the grant of a license to Customer of any of Licensor’s trade secrets or other Intellectual Property Rights, or in any other way limit the rights of Licensor under the patent, trademark, copyright, trade secret, other intellectual property, or unfair competition laws of the United States, any individual states, or any other country.
d. Within five (5) days of Licensor’s request, Customer shall return all writings, designs, documents, records, data, memoranda, computer sources code and object code, file layouts, record layouts, system design information, models, manual, documentation, notes and other material of any nature which are in their possession or control and which contain Confidential Information of Licensor in Customer’s possession.
Section 7.2 Indemnification.
(a) Licensor’s Indemnification Obligations. Licensor shall indemnify, defend and hold harmless Customer and its officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Indemnified Parties”) from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to the actual or alleged infringement of any third party Intellectual Property Rights by Licensor or by Customer’s use of the Licensed Workshop (the “Claims”).
(b) Limitation. Licensor shall have no obligation to indemnify the Indemnified Parties to the extent the claim is a result of, and would not have occurred but for: (i) modifications to the Licensed Workshop performed at the direction of Customer; (ii) modifications of the Licensed Workshop not approved by Licensor; (iii) use of the Licensed Workshop in combination with products and services not supplied by Licensor; (v) Customer’s material breach of this Agreement; or (vi) the negligence or willful misconduct of Customer or of its agents.
(c) Conditions. Licensor’s indemnification obligation is conditioned on the following conditions. The Indemnified Party must promptly provide notice to Licensor of any Claims, and must cooperate reasonably with Licensor to resolve such Claims. If a breach of this subsection (c) prejudices the defense of the Claim, Licensor’s obligations will be reduced in proportion to the prejudice. The Indemnified Party must tender sole control of the indemnified portion of the Claim to Licensor, subject to the following: (i) the Indemnified Party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the Indemnified Party to admit liability, pay money, or take (or refrain from taking) any action, will require the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
Section 7.3 Limitation of Liability.
(a) Liability Cap. EXCEPT FOR ANY BREACH OF SECTION 2.10 OR SECTION 7.1, THE TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, IF ANY (INCLUDING BUT NOT LIMITED TO ANY CLAIM ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE), SHALL BE LIMITED TO THE AGGREGATE FEES PAID BY CUSTOMER TO LICENSOR UNDER THE THEN CURRENT LCMA DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
(b) Certain Damages. EXCEPT FOR ANY BREACH OF SECTION 2.10 OR SECTION 7.1, IN NO EVENT NOR UNDER ANY CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR SIMILAR DAMAGES (INCLUDING LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA, OR SIMILAR ECONOMIC LOSS RESULTING FROM THE USE OF OR INABILITY TO USE THE PRODUCT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT.
Section 7.4 Records. Each Party will maintain, in accordance with applicable industry standards, full and accurate records relating to its performance under this Agreement, containing sufficient detail to permit ready and accurate determination by the other Party of compliance with this Agreement.
Section 7.5 Feedback. Licensor may ask Customer for comments, suggestions, observations, and feedback regarding the usage of the Licensed Workshop. Customer shall not receive acknowledgment or compensation for providing said for comments, suggestions, observations, and feedback regarding the usage of the Licensed Workshop.
Section 7.6 Taxes. If Licensor has the obligation to collect and/or pay taxes for sale, usage, property, added value, or other taxes based on the licenses or other services provided per this contract, those taxes, import duties or other tariffs will be billed to and paid by the Customer. The terms of this section will not apply to the income tax or personnel taxes due by Licensor. Licensor shall be responsible for payment of applicable U.S. taxes, and Customer shall be responsible for payment of its applicable taxes.
Section 7.7 Waiver. No failure or delay by either Party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
Section 7.8 Binding Nature and Assignment. All of the terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and any permitted assigns of the Parties. Except as specifically stated in this Agreement, neither this Agreement nor any of the rights, interests or obligations of either Party under this Agreement shall be assigned or delegated by either Party without the prior written consent of the other Party, except to the acquirer of all or substantially all of the assets of such Person and its subsidiaries, taken as a whole. Notwithstanding the foregoing, Licensor may, without the prior written consent of Customer, assign or delegate this Agreement or any of its rights, interests, or obligations under this Agreement to any of its Affiliates.
Section 7.9 No Beneficiaries. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement or result in such Person being deemed a third party beneficiary of this Agreement.
Section 7.10 Approvals. This Agreement will be subject to any required filings, waiting periods or approvals from governmental authorities.
Section 7.11 Arbitration. With respect to any controversy or claim arising out of or relating to this Agreement, or the breach of the same (a “Dispute”), the Parties agree to reasonable attempts at a settlement through consultation, negotiation in good faith, and a spirit of mutual cooperation. If a Dispute is not resolved after reasonable pursuit of the aforementioned alternatives, the Parties shall agree to submit to binding arbitration. Such arbitration shall be conducted in Richmond Hill, Georgia in accordance with the rules, regulations, and procedures of the JAMS Arbitration, Mediation, and ADR Services, and the decision of the arbitration panel shall be final and binding on both Parties.
Section 7.12 Choice of Law. This Agreement shall be governed and interpreted by the laws of the State of Georgia without reference to its conflict of laws rules.
Section 7.13 Jurisdiction. The Parties consent and submit to the nonexclusive venue for all actions relating in any manner to this Agreement in any court of competent jurisdiction located in Bryan County, Georgia, United States. The Parties hereby consent and submit to the in personam jurisdiction of such courts, and to the extent permitted by law, hereby consent that all services of process may be made by any internationally recognized overnight courier. The Parties waive any objection based on forum non-conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The Parties agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.
Section 7.14 Equitable Remedies. Each Party acknowledges and agrees that due to the unique nature of the other Party’s Intellectual Property Rights and Confidential Information, there can be no adequate remedy at law for any breach by a Party with respect to the other Party’s Intellectual Property Rights or Confidential Information, which may result in irreparable harm to the non-breaching Party, and therefore, that upon any such breach or threat thereof, the non-breaching Party shall be entitled to seek injunctive relief as well as whatever remedies it may have at law, without the requirement to post any bond or security.
Section 7.15 Force Majeure. Except for any payment obligations hereunder, neither Party shall be liable for failure to perform its respective obligations hereunder if such failure is caused by a circumstance beyond its reasonable control, including but not limited to an act of God, war, natural disaster, or any governmental authority requirement or regulation which impedes any Party’s reasonable fulfillment of this agreement.
Section 7.16 Notices. All notices, communications and deliveries under this Agreement will be made in writing signed by or on behalf of the Party making the same, will specify the Section under this Agreement pursuant to which it is given or being made, and will be delivered personally or by facsimile transmission or sent by registered or certified mail (return receipt requested) or by overnight courier delivery service (with evidence of delivery and postage and other fees prepaid) as follows:
To the Licensor: HER NEXT FIVE INC.
P.O. BOX 1924
Richmond Hill, GA 31324
or to such other representative or at such other address of a Party as such Party may furnish to the other Party in writing. Any such notice, communication or delivery will be deemed given or made (i) on the date of delivery if delivered in person, (ii) on the first (1st) Business Day after delivery to an appropriate customer service representative if sent by overnight courier, (iii) upon transmission by facsimile if receipt is confirmed by telephone or (iv) on the fifth (5th) Business Day after it is mailed by registered or certified mail.
Section 7.17 Entire Agreement. This Agreement, as well as all documents referenced herein, (i) represents the entire understanding and agreement between the Parties with respect to the subject matter set forth herein and (ii) supersedes all prior oral or written understandings between the Parties relating thereto. This Agreement may not be amended except in a writing signed by a duly authorized representative of each Party.
Section 7.18 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, and it will not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one (1) of such counterparts.
Section 7.19 Severability. If a court or arbitrative panel should find that any of the provisions of this Agreement are invalid or unenforceable, the validity or enforceability of the remaining provisions of this Agreement shall not be affected.
Section 7.20 Construction. Headings are for ease of reference only and will not form a part of this Agreement. This Agreement has been negotiated by the Parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor or against either Party.
Section 7.21 Further Assurances. Each of the Parties covenants and agrees on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents, and statements, and to take such other action as may be required by law or reasonably necessary to effectively carry out the purposes of this Agreement.
Section 7.22 Compliance. The Parties hereby covenant and agree that neither Party nor any of its partners, directors, officers, agents, employees, subcontractors nor other persons associated with or acting on behalf of each such Party has violated, is violating, or will violate the Foreign Corrupt Practices Act of 1977 nor any of its amendments.
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“Affiliate” shall mean any entity that is controlled by, controls, or is under common control of a Party. As used herein, “control” shall mean the ownership, in the case of a corporation, of more than fifty percent (50%) of the common shares of such corporation with voting rights or, in the case of any other entity, the ownership of a majority of the beneficial or voting interest of such entity.
“Agreement” shall mean collectively this Agreement, as may be amended by the Parties from time to time in accordance with the terms of this Agreement.
“Business Day” shall mean any day except Saturday, Sunday or any day on which banks are generally not open for business in Georgia, USA.
“Claims” shall have the meaning set forth in Section 7.2(a).
“Confidential Information” means all know-how, experience, drawings, designs, circuit diagrams, flow charts, computer programs and all other technical information which relates to any project, application or matter contemplated by this Agreement and which might reasonably be of commercial interest to either party together with all other information which is of a confidential nature and relates to the business, products, customers, suppliers or pricing of a party hereto (including proposed or anticipated products, customers, suppliers or pricing).
“Customer” has the meaning set forth in the Preamble.
“Dispute” shall have the meaning set forth in Section 7.11.
“Documentation” means standard documentation, if any, that Licensor supplies to Customer in connection with the Licensed Workshop. Documentation includes documents that describe and identify: (i) the use and operation of the Licensed Workshop and (ii) all Statements of Work.
“Effective Date” has the meaning set forth in the Preamble.
“End User” shall mean an adolescent student in the Territory which is permitted to use any aspect of the Licensed Workshop in accordance with the Documentation via a Licensor is in the business of developing interactive team-based, student-led, 21st century skills-based workshop to be utilized by Customer’s adolescent student/child
“Indemnified Parties” shall have the meaning set forth in Section 6.2(a).
“Intellectual Property Rights” shall mean copyright, patent, trademarks, trade names, service marks, trade secrets, confidential information or proprietary information rights, moral rights, and other proprietary rights.
“Licensed Workshop” means the programming provided to Customer’s adolescent student/child, inclusive of any and all handouts, resources, materials, provided as a membership to access the LeverageHER Club Canvas
“Licensor Competitor” means any Person that develops programming design to aid in the mentoring of adolescent youth.
“Licensor Marks” means Licensor’s trademarks and service marks, as the same may be updated from time to time through written notice to Customer.
“Licensor” has the meaning set forth in the Preamble.
“Party” or “Parties” has the meaning set forth in the Preamble.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Privacy Laws” means all applicable laws regulating Personal Data and the usage thereof, push messaging, laws regulating unsolicited telephone and text message communications, laws regulating banking secrecy, the EU General Data Protection Regulation 2016/679 (as amended and replaced from time to time) and national implementing legislation.
“Advisor/Sponsor” shall have the meaning set forth in Section 3.1.
“Renewal Term” shall have the meaning set forth in Section 5.1.
“LCMA” Application/Agreement for Licensed Workshop
“Term” shall have the meaning set forth in Section 5.1.
“Territory” shall mean if Customer is a school or school district, only at a single site address as listed on the LCMA. For the avoidance of doubt, if Customer has more than one adolescent student/child in a LeverageHER Club location, such as a school district with multiple schools, a separate license must be purchased for each adolescent student/child.
“Update” means any bug fixes, patches, corrections, new releases and modifications to the Licensed Workshop, but excludes Upgrades.
“Upgrade” means any new versions of the Licensed Workshop that Licensor generally licenses for separate fees.