Practitioner Certification License Agreement

Before beginning the Practitioner Certification Course, please read the following and sign at the bottom by typing your name.

MCODE™ COACH CERTIFICATION Agreement
This MCODE™ Coach Certification Agreement (this “Agreement”), is a binding agreement between you (“Prospective Coach” or “you”) and Pruvio, LLC, a Nebraska limited liability company (“Company”). This Agreement governs your relationship with Company as an MCODE™-certified coach or prospective coach. Use of the MCODE™ Assessment, (including all related documentation) is governed by that certain MCODE™ Assessment End User License Agreement.
BY CLICKING THE “AGREE” BUTTON OR, IF REQUESTED, TAKING OTHER ACTION(S) TO ACKNOWLEDGE YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU, OR THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE ENTERING THIS AGREEMENT, ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF PROSPECTIVE COACH IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT LICENSE THE LICENSED INTELLECTUAL PROPERTY TO YOU AND YOU MUST NOT DOWNLOAD OR INSTALL OR OTHERWISE USE THE LICENSED INTELLECTUAL PROPERTY OR DOCUMENTATION RELATED THERETO.
Company owns or has a license to use and sublicense certain intellectual property relating to the proprietary MCODE™ and SIMA® materials, books, software, tools, and other products, including without limitation all copyrights, trademarks, patents, technology, assessments, compilations of questions, identities, indexes, reports, interviews, interfaces, software, screening selection and assessment research, databases, historic, concurrent and predictive data, technical reports, coding sheets, theme descriptions, tools, tests, instruments, means, methods, routines, procedures, processes, protocols, and any and all other intellectual property associated therewith (“Company Intellectual Property”).
As part of your engagement in the MCODE™ coach certification process, the Company desires to grant to you the right to use certain trademarks and materials included in the Company Intellectual Property solely in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. License Grant.

(a) License Grant. During the term and subject to the terms of this Agreement, Company hereby grants to you a non-exclusive, non-transferable, non-sublicensable, right and license to (i) use, copy, and distribute the materials set forth in Schedule A hereto (“Licensed Materials”) and (ii) use the trademarks of Company set forth in Schedule A hereto (“Licensed Marks”) (Licensed Materials and Licensed Marks, collectively referred to herein as “Licensed Intellectual Property”).
(b) Training. Company shall provide training sufficient to enable you to use the Licensed Intellectual Property. The cost of training will be at the rates set forth on Schedule A hereto. Additional training may be provided by Company from time to time at Company’s then-current published rates.
(c) Materials Restrictions. You shall not create, modify, distribute or publish any new written materials relating to the Licensed Materials without the Company’s prior written consent.

(d) Trademark Restrictions. You shall not, at any time during or after the term of this Agreement: (i) register, adopt, or use any trade names, corporate names, domain names, symbols or marks identical with, or confusingly similar to, the Licensed Marks or any other trademarks or service marks owned by the Company (“Company Marks”); (ii) use for any purpose, the Licensed Marks, except pursuant to the terms and conditions of this Agreement; (iii) oppose the use and registration by Company of the Licensed Marks or other Company Marks or any marks identical, or confusingly similar, to the Licensed Marks or Company Marks or contest the validity of any such registration; (iv) combine the Licensed Marks or Company Marks with any other trademarks, service marks, logos, slogans, or trade names, or create any collective marks or composite marks that include or are similar to the Licensed Marks or Company Marks; (v) generate, publish, develop or use any materials or new products or services that incorporate the Licensed Marks or Company Marks without written consent of the Company; or (vi) cause or assist any person, individual or entity, to do any of the foregoing.

(e) Software Restrictions. With respect to any computer programs included in the Licensed Materials or Company Intellectual Property, you shall not, directly, indirectly, alone, or with another party: (i) copy, disassemble, reverse engineer, or decompile such programs; (ii) modify, create derivative works based upon, or translate the programs; (iii) transfer or otherwise grant any rights in the programs in any form to any other party, nor shall you attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that all license rights granted with respect to computer programs hereunder are limited to object code only, unless otherwise agreed in writing by Company.

(f) Improvements. You do not have the right to create or develop derivative works, modifications, revisions, customizations or other improvements in or to the Licensed Materials or any Company Intellectual Property.

(g) Independent or Competing Development. During the term of this Agreement and for a period of one (1) year thereafter, you shall not develop or acquire any material or technology or other intellectual property rights having the same or substantially similar functions, properties, applications and uses to that of the Licensed Materials.
(h) Reservation of Rights. All rights in and to the Licensed Intellectual Property and the Company Intellectual Property not expressly granted herein are reserved to the Company.

2. General Obligations

(a) Performance Requirements. You shall abide by the terms and requirements, including all performance obligations set forth in the Licensed Materials or as provided or communicated to you by the Company within the scope of the training or certification process or otherwise.

(b) Compliance with Law. Company shall comply with all laws applicable to it and/or its business including, without limitation, laws relating to the promotion and delivery of the Licensed Materials or any components thereof.

3. Payment Terms

You shall pay the Company as set forth on Exhibit A.

4. Term and Termination

(a) Term. The term and any subsequent renewal of this Agreement shall be as set forth in Schedule A, unless earlier terminated in accordance with the terms of this Agreement.

(b) Termination Without Cause. Either party may terminate this Agreement at any time for any reason upon thirty (30) days advance written notice to the other party.

(c) Termination for Cause. This Agreement may be terminated as follows: (i) automatically in the event that the Company’s rights to the Licensed Intellectual Property are terminated or expire; (ii) by either party upon written notice to the other party if such other party fails to pay any amounts owed to the terminating party hereunder within ten (10) calendar days of receipt of written notice by the terminating party specifying the amounts owed; (iii) by either party if the other party has committed any material breach of its obligations (other than a breach identified in (i) above) under this Agreement and has failed to cure such breach within thirty (30) calendar days of receipt of written notice by the non-breaching party specifying in reasonable detail the nature of the breach; provided that such termination shall be effective immediately in the event that such breach is not capable of cure within thirty (30) days; and (iv) by either party upon the institution of bankruptcy or state law insolvency proceedings against the other party, or upon the appointment of a receiver or institution of similar or equivalent administrative proceedings in relation to the other party in any relevant jurisdiction, if such proceedings are not dismissed within sixty (60) calendar days of commencement.

(d) Obligations Upon Termination. Upon termination of this Agreement: (i) you shall immediately discontinue all use of the Licensed Intellectual Property and all other Company Intellectual Property; provided however, that the Company agrees to cooperate in good faith to provide a reasonable transition period from your use of the Licensed Materials upon request by you which must be made immediately upon termination; (ii) you shall promptly return to Company all physical copies, and certify as to the destruction of any electronic copies, of any uses of the Licensed Intellectual Property and any other Company Intellectual Property on any products or other materials in your possession or control, and deliver to Company access to any passwords, source codes, or other rights needed to access any electronic media owned by the Company or in which Company has rights; (iii) you shall immediately pay Company any amounts payable or accrued but not yet paid to Company, including any deferred payments or payments originally to be made over time.

5. Confidentiality

(a) Definition of Confidential Information. “Confidential Information” means any and all tangible and intangible information (whether written or otherwise recorded or oral) of Company that: (A) is a trade secret; or (B) Company designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to Company Intellectual Property, Company’s products and services, members, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Company is obligated to keep confidential; (iii) any nonpublic information relating to any activities conducted hereunder; and (iv) any other material that, according to business and customary usage and the overall context, should be and is treated as confidential by Company.

(b) Exclusions. Notwithstanding the above, the term “Confidential Information” does not include any information that: (i) is readily available from publicly-available products or literature through no fault of you and without obligation of confidentiality; or (ii) you can demonstrate through written evidence that it received from a third party not under a duty of confidentiality to Company.

(c) Use of Confidential Information. You shall only use Confidential Information furnished to you hereunder in furtherance of the activities contemplated by this Agreement, and you shall not disclose Confidential Information to any other persons without Company’s express written authorization.

(d) Required Disclosures. Notwithstanding Section 5(c) above, you may disclose Confidential Information as required to comply with binding orders of governmental entities or regulatory (including industry or trade associations that serve a regulatory or quasi-regulatory function) or competition authorities that have jurisdiction over you or as otherwise required by law, provided that you (i) give Company reasonable written notice to allow you to seek a protective order or other appropriate remedy, (ii) disclose only such information as is required by the governmental entity or otherwise required by law, and (iii) use your best efforts to obtain confidential treatment for any Confidential Information so disclosed.

(e) Return of Information. At the request of Company at any time, you shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in your possession.

(f) Survival. The parties hereto covenant and agree that this Section 5 will survive the expiration, termination, or cancellation of this Agreement for a period of three (3) years, except for Confidential Information constituting a trade secret, with respect to which this Section 5 and the obligations contained herein will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

6. Disclaimers and Limitations

(a) Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED INTELLECTUAL PROPERTY OR OTHER COMPANY INTELLECTUAL PROPERTY, THE PRODUCTS OR SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ANY OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, THE OPERATION OF THE LICENSED MATERIALS IS NOT WARRANTED TO BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. THE COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

(b) Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HAS NO LIABILITY WITH RESPECT TO THE LICENSED INTELLECTUAL PROPERTY OR OTHER COMPANY INTELLECTUAL PROPERTY, PRODUCTS, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Limitations of Remedies and Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL LIABILITY TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO COMPANY BY YOU DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.

7. General

(a) No Agency or Partnership; No Franchise. The parties are independent contractors. None of the terms set forth in this Agreement create, or are to be construed as creating, any partnership, joint venture, agency, franchise, employment, trust, or any other relationship between the parties other than that of independent contractors. Neither party has the right or the power to serve as an agent of the other party, or to act in any other way on behalf of or in any way that might create a binding obligation on the other party. Nothing contained in this Agreement creates any franchise, dealership, agency or business opportunity (each, a “Franchise”) relationship between the parties. If any provision of this Agreement is deemed to create a Franchise relationship, or you allege such a relationship with Company arising out of or in connection with this Agreement, Company may terminate this Agreement. Without prejudice to the foregoing or any other provision in this Agreement, you hereby waive and relinquish to the full extent permissible under applicable law any rights or claims under Franchise or similar laws arising out of or in connection with this Agreement.

(b) Assignment. You shall not assign any of your rights under this Agreement, except with the prior written consent of Company. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is null and void. Company may assign some or all of its rights or delegate all or part of its obligations under this Agreement to any third party.

(c) Governing Law and Venue. The laws of the State of Nebraska (without giving effect to its conflict of laws principles) shall govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Lancaster County, Nebraska, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement.

(d) Entire Agreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

(e) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

(f) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 1(c), 1(d), 1(e), 1(f), 1(g), 1(h), 4, 5, 6, 7 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.

SCHEDULE A

LICENSED MATERIALS
For purposes of this Agreement, Licensed Materials shall mean the following materials which may only be used in connection with your participation in the MCODE™ coach training and any consulting services you may provide to others, only to the extent that you have completed the MCODE™ coach training, have been approved as an MCODE™ Certified Coach, and your certification remains in good standing with the Company:

MCODE™ coach training materials applicable to the coaching product purchased by you, including all print and on-line materials related to such coach training and certification provided to you by the Company upon acceptance of the terms hereto.

The online MCODE™ Assessment and any reports based upon the MCODE™ Assessment, provided, however, that all use (whether by you or others) of the MCODE™ Assessment is subject to that certain MCODE™ Assessment End User License Agreement.

LICENSED MARKS
For purposes of this Agreement, the Licensed Marks shall be limited to “MCODE™ Certified Coach” or “MOTIVATION CODE™ Certified Coach” which may only be used to identify yourself as an “MCODE™ Certified Coach” or a “MOTIVATION CODE™ Certified Coach on business cards, websites, social media, promotional materials and other similar documentation, but only to the extent that you have completed the MCODE™ coach training, have been approved as an MCODE™ Certified Coach, and your certification remains in good standing with the Company

TRAINING COSTS AND PAYMENT
The cost to participate in MCODE™ coach training and certification shall be paid monthly at the applicable monthly rate published on the motivationcode.com website for the coach training product selected by you. The Company reserves the right to change the rates and payment terms at any time in its sole discretion. The initial monthly payment must be paid upon acceptance of the terms of this Agreement.

TERM OF AGREEMENT
The term of this Agreement shall be one (1) year, commencing on the date of this Agreement.

RENEWAL TERM(S)
Any renewal or extension of the Term of this Agreement shall be pursuant to the rates and conditions determined by Company. Upon renewal or extension, Company reserves the right to modify the terms of this Agreement in its sole discretion.

Please type your name below to agree to the terms.