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Client may contact FranklinCovey via email to request additional licenses or optional products and/or services. For some products and services
<br />where additional terms are necessary, an order form will be issued.
<br />If this Agreement is executed by Client after the License Start Date above, FranklinCovey may adjust the License Start and End Date based on the
<br />date FranklinCovey activates the License and provided the License Term does not change. Such change shall not affect the License Fee.
<br />Terms and Conditlons
<br />A. Grant of Rights. FranklinCovey grants Client a limited, non-exclusive, non -transferable, revocable license for the Passholders, for whom fees
<br />have been paid, to (a) print or download from FranklinCovey's web -based platforms, the participant and facilitator Materials as they exist
<br />(collectively "Materials"); and (b) create "Compilations," which means a Passholder's right to take portions of the downloadable Materials and
<br />use them In accordance with the terms of this Agreement and specifically In accordance with the Guidelines attached hereto as Exhibit A.
<br />B. IJmitationsto Grant of Rights. Client agrees not to make, or allow its employees to make, Derivative Works (defined by U,S. Copyright Law, 17
<br />U.S.C. §101, as amended). Client will effectively communicate to Its Passholders that the Materials are copyright -protected and the proprietary
<br />property of FranklinCovey, and that neither Client nor its employees shall file share, distribute to a third party, or publicly post (Slide Share,
<br />YouTube, etc.) any of the Materials except as provided for herein. Client acknowledges and agrees that it will take commercially practicable
<br />means as technologically feasible, to prevent the Materials from being used or accessed without proper authorization. Materials designated as
<br />"Facilitator Materials" are intended for use by Passholders certified to deliver the FranklinCovey Solutions. Non-Passholders are not eligible for
<br />Passholder pricing. Training must be delivered and participant Materials consumed during the License Term.
<br />C. Terro. This Agreement shall commence on the License Start Date and continue as indicated in the table above (all terms in the table are
<br />collectively referred to as the "Initial Term") and Is non -cancelable except for a material breach as described In "Termination and Events of
<br />Termination" below.
<br />D. Termlrationand Events of Termination. Either party may terminate this Agreement with 30 days written notice of a material breach of this
<br />Agreement only, if uncured within such 30 day period. Upon termination of each Passholder license, such Passholders shall Immediately (a)
<br />discontinue all use of the FranklinCovey Solutions; (b) discontinue all use of Compilations; and (c) remove all FranklinCovey content from
<br />Compilations which were blended with Client content. Notwithstanding the foregoing, Passholders who received the Participant materials prior
<br />to termination may continue to use them for their personal use to apply the concepts learned from a FranklinCovey Solution.
<br />E. Fees and PaymentTer s. Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described above at the beginning of
<br />each license term and within 45 days of the receipt of an Invoice. Additional Products and/or Services ordered under this Agreement shall be
<br />payable when delivered. Pricing does not include applicable sales and use taxes, shipping & handling fees, or travel expenses, which are the
<br />responsibility of the Client. Interest shall accrue on all delinquent accounts at the rate of 1.5% per month. Pricing for License Fees is fixed during
<br />the Initial Term and Is subject to an increase annually thereafter. Pricing for Services and Products is subject to an increase upon sixty (60) days'
<br />notice
<br />F. Retuming ParticipantMaterlai Participant materials shipped from and delivered to locations in the U.S. and Canada are eligible for refund if
<br />returned unused to FranklinCovey within thirty (30) days of purchase. Customized products and electronic participant materials are not
<br />accepted for return or exchange. Participant materials shipped from and delivered to locations outside the U.S. and Canada are not eligible for a
<br />refund,
<br />G. AdminlstrativeseMCes. Administrative Services include uploading participants to the portal, providing standard usage reports, turning content
<br />on and off, sending login details to passholders, setting up teams within the pass, exporting user lists, and providing spreadsheets.
<br />H. Singh Sin On (SSO). In the event Client utilizes SSO integration, FranklinCovey shall provide Passholders with SSO access to the platform
<br />utilizing SAML 2.0 technology. Activation Is contingent on successful compatibility and testing. User authentication is controlled by Client's SSO
<br />system and responsibility for password complexity and length are the sole responsibility of Client's SSO system following activation.
<br />1. Third Party Restrictions. The facilitator videos, Microlearning (formerly known as Jhana), exercises, and modules may not be modified or edited
<br />in anyway. Certain facilitator program videos may not be embedded into the facilitator PowerPoint. Digital access Is not available with certain
<br />ancillary participant materials. These program videos and materials, including, but not limited to Creative Juicers, FranklinCovey Style Guide,
<br />Managing Essentials, Leadership Essentials, and Leadership Foundations Handbook, may be purchased separately, upon request.
<br />J. Copyright. Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey
<br />Solutions, Materials, and training sessions, including, but not limited to, any related documentation, images, animation, sound, music, and text,
<br />and Client shall communicate the same to Participants. Any unauthorized use, reuse, copying, reproduction, recording, transmittal,
<br />modification, or revision of the FranklinCovey Solutions, Materials, or training sessions Is expressly prohibited and will constitute a breach of this
<br />Agreement and/or copyright laws.
<br />K. Insurance. FranklinCovey will procure and maintain, at its sole expense, the minimum insurance requirements set forth in Exhibit Bto this
<br />License Agreement.
<br />Page 2 of4 AAP License kgrermem,"Revved 6-2024
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