I. FEES AND PAYMENT. In consideration of the license described below, Licensee hereby agrees to pay NBD a onetime royalty payment of [AMOUNT]at this time
II. LICENSE. NBD hereby grants Licensee a limited, revocable, non-transferable license to use, and full membership, in NBD’s training program, which includes the following “Authored Work”:
III. MODIFICATIONS TO AUTHORED WORK. The prior written approval of NBD is required before Licensee can modify or change the Authored Work in any manner.
IV. NON-EXCLUSIVE LICENSE TO NBD. Licensee grants back to NBD a non-exclusive royalty-free license to use the Authored Work as NBD sees fit, including for the creation of derivative works; provided, however, this license shall not limit Licensee’s rights to the Authored Work.
V. TERM. The term of this agreement shall be perpetual, unless earlier terminated in accordance with the termination provisions herein.
VI. DEFAULTS. If Licensee violates any provision of this Agreement, and remains in default for 30 days after being provided with written notice of the default, NBD shall have the option to terminate this Agreement, along with the license granted herein. If Licensee does not fully cure the default within the above-referenced 30-day cure period, then, at NBD’s option, the Agreement may be treated by NBD as terminated on the 31st day following the notice of the default.
VII. CANCELLATION. As the purchaser, you have the right to cancel this agreement until midnight of the third business day following the date you receive the goods or premium, whichever is later. Be aware that you will receive significant components of the services immediately following your execution of this agreement, so you will generally have received the “goods or premium” on the date of this contract. To cancel this agreement, Licensee may inform Licensor in writing, by sending notice of cancellation via email (firstname.lastname@example.org) or by certified mail to the applicable address listed at the beginning of this Agreement.
VIII. WARRANTIES. NBD disclaims to the fullest extent authorized by law any and all warranties, whether express or implied, including, without limitation, any implied warranties merchantability or fitness for a particular purpose. Licensee accepts the Authored Work “AS IS.”
IX. LIMITATION OF LIABILITY. IN NO EVENT SHALL NBD BE LIABLE TO LICENSEE OR ANY PARTY RELATED TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF NBD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, NBD’S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ALL DAMAGES OF EVERY KIND AND TYPE (REGARDLESS OF WHETHER BASED IN CONTRACT OR TORT) SHALL NOT EXCEED THE ROYALTY PRICE PAID UNDER THIS AGREEMENT.
X. NO SUCCESS OR INCOME GUARANTEES. IMPORTANT DISCLOSURE: You agree and warrant to NBD that you have not been lead to believe (by any express statement or in an implied manner) that you will make a significant amount of money, any specific amount of money, accomplish specific financial goals, or that you will make more money than my purchase price. Neither the NBD’s representatives, nor its marketing materials have made any such representations at any time. You understand that NBD cannot guarantee you any level of income. Your success depends entirely upon your own efforts, diligence, competency and on uncontrollable market factors. You have investigated the services and applicable law and you certify that the same do not constitute an “assisted marketing plan,” “franchise,” “investment” or “business opportunity.” You have consulted with your own legal counsel about these matters, or have at least had the opportunity to do so yet chosen not to. You agree that NBD is not intending to help me start a “new business.” You understand that NBD is not willing to provide services to individuals who have been lead to believe they will earn significant sums of money or who otherwise cannot provide the warranties above with full confidence. If any of my above warranties above turn out to be untrue, or if you otherwise breach this agreement in any way, you agree to completely indemnify, defend and hold harmless NBD, and all of its owners, managers, employees, agents, vendors and contractors, from and against any claim, demand, suit, investigation, fine, citation, judgment, cost, harm or expense, including also by paying the indemnified party’s court costs and reasonable attorney fees. You agree that NBD may elect to bring suit under New York law and in New York State Courts in order to enforce this provision and you consent to the jurisdiction and venue of the same.
XI. AMENDMENT. This Agreement may be amended only by a written instrument signed by the Parties.
XII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.
XIII. GOVERNING LAW. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws rules.
XIV. JURISDICTION. The parties agree to submit all their disputes arising out of or in connection with this Agreement (which cannot be resolved by mediation as required above) to the exclusive jurisdiction of the Courts of the State of New York in the First Judicial Department.
XV. MEDIATION. Except for NBD’s right to sue under Paragraph X, all disputes under this Agreement that cannot be resolved by the parties shall be submitted to a mediator mutually chosen by the parties before any court proceedings are undertaken. Mediation shall take place in New York County, State of New York. If the parties cannot agree on a mediator, each party shall hire its own mediator to jointly select a third mediator, which third mediator shall hear the dispute. The cost of mediation shall be shared equally by the parties.
XVI. NO LEGAL ADVICE. No legal advice or counsel is given here under or shall be deemed to have been given by NBD under this Agreement. Licensee should retain their own legal counsel to ensure compliance with this Agreement and all applicable laws, rules and regulations.
XVII. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provisions it would be valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XVIII. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, without the prior written consent of the other party.
XIX. WAIVER OF CONTRACTUAL RIGHTS. The failure of either party to enforce any provision of this Agreement shall not be construed as a wavier or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Information Collection, Use, and Sharing
We are the sole owners of the information collected. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g. to ship an order.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website:
• See what data we have about you, if any.
• Change/correct any data we have about you.
• Have us delete any data we have about you.
• Express any concern you have about our use of your data.
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Copyright 2018 National Business Development, LLC | All Rights Reserved
National Business Development, LLC
16 W 36th Street, suite 1202
New York, NY 10018