LICENSING AGREEMENT, This Licensing Agreement (“Agreement”) is entered into as of the date purchased, by and between Changing Courses 11 LLC, a Tennessee limited liability company (“Licensor”), and the buyer of the Roadmap 3.0 Product (“Licensee”).WHEREAS, Licensor is the sole and exclusive owner of the ‘Roadmap 3.0’ product (“Product”);
WHEREAS, Licensee desires to obtain certain rights to resell the Product, and Licensor is willing to grant such rights to Licensee, all on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
TERMS OF LICENSE:
By entering into this agreement, the Licensee agrees to the following terms concerning the use, resale, and distribution of the “Roadmap 3.0” product, formerly known as “Roadmap to Riches”, copyrighted by Changing Courses 11 LLC: Scope of License Agreement for Roadmap to Riches and Roadmap 3.0This license agreement encompasses both “Roadmap to Riches” and its successor, “Roadmap 3.0.” By accepting the terms of this agreement, the licensee acknowledges and agrees to be bound by its provisions for both products. Even though “Roadmap to Riches” is being replaced by “Roadmap 3.0,” the obligations and protections set forth in this agreement apply equally to both products. Any breach of the terms related to one product will be considered a breach of the entire agreement.
Prohibition of Income Claim Content and License Revocation for Roadmap 3.0 Users
Users of Roadmap 3.0 agree not to make, disseminate, or endorse any statements, advertisements, or representations, directly or indirectly, which make income projections, promises, or guarantees concerning the potential income or earnings that can be derived from the use of Roadmap 3.0. The use of false or misleading income claim content in association with Roadmap 3.0 is strictly prohibited under this license agreement. Users acknowledge that any false, misleading, or deceptive claims regarding potential income can result in significant legal and financial consequences, including potential actions by the Federal Trade Commission (FTC) for deceptive advertising and marketing practices. Violation of this provision will result in the immediate revocation of the license to use Roadmap 3.0 and may lead to further legal action.Third-Party Content Protection Clause
For the purposes of this Agreement, “Third-Party Content” refers to any training materials, including but not limited to videos, documents, presentations, and other educational content, provided by third-party coaches, teachers, or content creators (“Content Providers”). These materials are offered as bonus content beyond the scope of the standard product offerings of Roadmap 3.0 (“Bonus Content”).
Subject to the terms and conditions of this Agreement, the Content Providers grant the Licensee a non-exclusive, non-transferable, and revocable license to access and use the Third-Party Content solely for personal, non-commercial educational purposes. This license does not include any right to reproduce, distribute, publicly perform, publicly display, modify, or create derivative works of the Third-Party Content, except as expressly permitted by the Content Providers in writing.
3. The Licensee is expressly prohibited from:
All intellectual property rights in and to the Third-Party Content are owned by the respective Content Providers or their licensors. Nothing in this Agreement shall be construed to transfer any rights, title, or interest in the Third-Party Content to the Licensee or any third party. The Licensee agrees to respect the intellectual property rights of the Content Providers and to refrain from any action that would infringe upon these rights.
The Licensee acknowledges and agrees that they are solely responsible for any infringement of the intellectual property rights of the Content Providers resulting from unauthorized use of the Third-Party Content. Changing Courses 11 LLC assumes no liability for any such infringement, and the Licensee agrees to indemnify and hold harmless Changing Courses 11 LLC and its affiliates, officers, agents, and employees from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Licensee’s use of the Third-Party Content.
Changing Courses 11 LLC reserves the right to terminate or restrict the Licensee’s access to the Third-Party Content for any Licensee found to be in violation of this Agreement, without notice and at its sole discretion.
This Third-Party Content Protection Clause may be amended or updated by Changing Courses 11 LLC from time to time. The Licensee will be notified of any significant changes, and continued use of the Third-Party Content will constitute acceptance of the revised terms.
Rules and Limitations of Product by Licensee
(a)Product Integrity and Copyright:
(b)Resale Rights:
(c)Distribution Limitations:
(d) Marketing and Promotion:
(e)Third-Party Payment Platforms:
(f)Pricing:
(g)Promotional Offers:
(h)Community Guidelines:
(i)Agreement Amendments:
(j)Return Policy:
(k)Non-Disparagement:
(l)Confidentiality:
(m)Audit Rights:
(n)Quality Control:
(o)Relationship of Parties:
(p) Severability:
(q) Amendments:
(r) Licensee Responsibility:
(s) Community Obligations:
(t) Prohibition of Affiliate Links:
(u)Use in Membership Sites:
(v)Prohibition on Screen Recording:
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, transferable, revocable right to resell the Product in accordance with the terms of this Agreement.
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Services, you agree not to:
Restrictions on Use of Product for Creation of Derivative Products Rest
By agreeing to these Terms and Conditions, you acknowledge and agree that the product provided by Changing Courses 11 LLC (“Company”) is intended for direct use as provided and not for the purpose of creating derivative products, services, or any form of secondary product without the explicit written permission from the Company. Unauthorized use of the product for these purposes is strictly prohibited and constitutes a violation of these Terms.
Requirement for Permission and Royalty Fee
By using the Company’s product, you agree to these restrictions and acknowledge that any unauthorized use of the product for the creation of Derivative Products may result in immediate termination of your access to the product, legal action, and other remedies available to the Company under the law.2b.
Prohibition of Selling Under a False Name:
Damages: In the event of a breach of this Amendment, Changing Courses 11 reserves the right to pursue the Participant for damages, including but not limited to lost profits, damage to reputation, and any other consequential damages resulting from the unauthorized use of the “Roadmap 2.0”.2c.
Restriction on Use of Product Names in Domain Names
3a. Download ClauseApplication for DownloadEach purchaser of the Roadmap11 course (“the Product”) acknowledges that the primary method of accessing the Product is through the online portal available at roadmap11.com. However, we recognize the need for flexibility in access under specific circumstances. As such, purchasers are granted the opportunity to apply for permission to download the Product, subject to meeting the following criteria and agreeing to the terms outlined herein.
Eligibility Criteria
Conditions of Download
Acknowledgment
By applying for download permission, the purchaser acknowledges and agrees that they have purchased a copy of the Product that is primarily accessible via the online portal at roadmap11.com. The purchaser further acknowledges that they are not entitled to download the Product as a default option and that permission to download is subject to approval by Roadmap11 based on the criteria and conditions stated above.
Amendment and Termination
Roadmap11 reserves the right to amend the terms of this Download Clause or terminate the download option at any time, without prior notice, in response to evolving security threats or misuse of the Product. By agreeing to these terms, the purchaser commits to responsibly using the downloaded Product in a manner that respects the intellectual property rights of Roadmap11 and contributes to the safe and effective distribution of educational content.
Licensee Responsibility Clause
The Purchaser or Licensee acknowledges and agrees that it is their sole responsibility to stay informed about updates, changes, and enhancements to the Roadmap 3.0 Product. The Company will make reasonable efforts to notify users of significant updates through the email provided at the time of purchase or via announcements on the online portal at roadmap11.com. However, the Purchaser must regularly check the online portal and their email for such updates to ensure that they are using the most current version of the Product and are aware of any changes to its use or to this Agreement.
Failure to stay updated on the Product and changes made by the Company may result in the Purchaser using an outdated version of the Product, which could affect its functionality or compliance with the terms of this Agreement. The Purchaser’s commitment to staying informed about the Product and adhering to any updates is a critical aspect of maintaining the integrity and security of the Product.
The Licensee agrees to indemnify, defend, and hold harmless Changing Courses 11 LLC (“Licensor”), and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or resulting from any claim of a third party related but not limited to:
(a) any breach or non-fulfillment of any representation, warranty, or covenant contained in this agreement, or any other agreement contemplated hereby, by the Licensee;
(b) any use or misuse of the ‘Roadmap 3.0’ product by the Licensee or any third party gaining access to the product through the Licensee; or
(c) any infringement of intellectual property rights arising from the Licensee’s unauthorized use or modification of the product.
This Agreement shall commence on the Effective Date of Purchase and shall continue in full force until terminated as provided herein. Either party may terminate this Agreement at any time, with or without cause, by providing the other party a written notice of termination. Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement, including the right to resell the ‘Roadmap 3.0’ product, shall immediately cease, and the Licensee shall immediately cease all use, promotion, and sales of the Product. The Licensee shall also, within 10 days of the termination date, destroy or return to the Licensor any confidential information or materials provided by the Licensor under this Agreement. Termination of this Agreement shall not affect any rights or obligations that:
(a) are meant to survive termination (including but not limited to indemnification and limitations of liability); and/or
(b) have accrued prior to such termination.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Changing Courses 11 LLC (“Licensor”) reserves the right to revoke the license granted to the Licensee under this Agreement at any time, for any reason, including but not limited to breaches of this Agreement, misuse of the ‘Roadmap 3.0’ product, or actions that harm the reputation or business interests of the Licensor. Upon revocation of the license, the Licensee shall immediately cease all use, promotion, and sales of the Product and shall, within 10 days of the revocation date, destroy or return to the Licensor any confidential information or materials provided by the Licensor under this Agreement.
Changing Courses 11 LLC (“Licensor”) reserves the right to update, modify, or replace any part of these Terms and Conditions by posting updates and changes to our website. It is the Licensee’s responsibility to check our website periodically for changes. The continued use of or access to our website or the Service following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
The Licensee acknowledges and agrees that Changing Courses 11 LLC’s licensors and service providers are third-party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology and services of such licensors and service providers.
Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party’s business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys’ fees and costs.
Both parties represent and warrant that they have the full authority to enter into this Agreement and to perform their obligations hereunder; that their execution and performance of this Agreement will not result in a breach of any other agreement to which they are bound; and that they will comply with all applicable laws, rules, and regulations in their performance of this Agreement.
The Licensee shall comply with all applicable laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, embargoes, government orders, or any other force majeure event.
Visiting the website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
There may be information on the website that contains typographical errors, inaccuracies, or omissions that may relate to the ‘Roadmap 3.0’ product, promotions, offers, product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the website or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
The ‘Roadmap 3.0’ product is provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
We reserve the right to change, modify, or remove the contents of the ‘Roadmap 3.0’ product at any time or for any reason at our sole discretion without notice. Such changes may include, but are not limited to:
We also reserve the right to modify or discontinue all or part of the product without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the product.
If you are a California resident, you are granted specific rights regarding access to your personal information. California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.
725 Cool Springs Blvd.
Franklin TN, 37067
Changing Courses 11, LLC
attn: Zach Pippins
This Agreement, including any exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled.
Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the ‘Roadmap 3.0’ product. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions Contact Information:
725 Cool Springs Blvd. Franklin TN, 37067
Changing Courses 11 LLC attn: Zach Pippins
(855)695-2620
Copyright 2024 | Your Domain
Privacy Policy | Terms and Conditions | Income Disclosure | Distribution Rights | Return Policy