License Agreement/ Distribution Rights
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 2.0 Product ("Licensee").
WHEREAS, Licensor is the sole and exclusive owner of the 'Roadmap 2.0' 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 2.0" product, formerly known as "Roadmap to Riches", copyrighted by Changing Courses 11 LLC:
Scope of License Agreement for Roadmap to Riches and Roadmap 2.0
This license agreement encompasses both "Roadmap to Riches" and its successor, "Roadmap 2.0." 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 2.0," 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 2.0 Users
Users of Roadmap 2.0 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 2.0. The use of false or misleading income claim content in association with Roadmap 2.0 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 2.0 and may lead to further legal action.
(a) Product Integrity and Copyright:
Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise tamper with the Product. This includes, but is not limited to, selling portions of the product, renaming the product, changing material within the product, or altering the creator of the product.
Licensee shall not claim ownership of the Product copyright. However, for marketing and sales purposes, Licensee may claim authorship of the product but must always include the Changing Courses 11 LLC copyrighted material and notices.
(b) Resale Rights:
Licensee may resell the "Roadmap 2.0" product to end users without transferring the Master Resell Rights. Reselling to other resellers is also permitted.
If reselling the Master Resell Rights, Licensee agrees to include these terms and conditions with the product and ensure all customers adhere to this Agreement.
Failure to adhere to these terms will result in the revocation of the Licensee's resell rights, and Changing Courses 11 LLC may pursue legal action for damages caused by misuse.
(c) Distribution Limitations:
Licensee is prohibited from giving away the Product for free or as part of a free bundle.
Licensee may include additional content or opportunities with the Product, provided they do not conflict with the original community agreement for "Roadmap 2.0" by Changing Courses 11 LLC.Misrepresentation: Adding content that falsely represents or misinterprets the intentions, goals, or values of "Roadmap 2.0" or Changing Courses 11 LLC.
Infringement: Incorporating content that infringes on the intellectual property rights, trademarks, or copyrights of Changing Courses 11 LLC or any third party.
Unapproved Modifications: Making significant alterations or modifications to the original content of "Roadmap 2.0" without the explicit consent of Changing Courses 11 LLC.
Unethical Practices: Introducing opportunities or content that involve unethical, illegal, or immoral practices, such as scams, misinformation, or deceptive marketing tactics.
Data Privacy Concerns: Introducing features or content that compromise the data privacy and security of users of "Roadmap 2.0."
(d) Marketing and Promotion:
Licensee agrees to use ethical marketing materials for the promotion of the Product.
False or Misleading Income claims for marketing purposes are strictly prohibited. Licensee agrees to indemnify Changing Courses 11 LLC from any damages resulting from advertising income claims.
(e) Third-Party Payment Platforms:
Licensee agrees to use third-party payment platforms for sales and distribution, adhering to all terms and conditions of said platforms.
Changing Courses 11 LLC is not responsible for any aspect of these platforms.
The minimum sale price for the Product is $497.00 USD. Licensee must ensure that any promotions or discounts do not reduce the sale price below this amount.
(g) Promotional Offers:
Licensee can offer gifts or bonuses with the Product, provided these do not effectively reduce the Product's sale price below the minimum.
(h) Community Guidelines:
Licensee agrees to abide by community guidelines established by Changing Courses 11 LLC.
(i) Agreement Amendments:
This Agreement represents the full understanding between Licensee and Changing Courses 11 LLC. Licensee may not modify this Agreement without written consent from Changing Courses 11 LLC.
(j) Return Policy:
All sales of the Product are final and non-refundable. Licensee must communicate this policy clearly to customers.
Licensee agrees not to make or encourage defamatory or disparaging statements about Changing Courses 11 LLC or its products.
Licensee agrees to treat all proprietary information related to the Product and Changing Courses 11 LLC as confidential.
(m) Audit Rights:
Changing Courses 11 LLC reserves the right to audit the Licensee's records related to the Product to ensure compliance with this Agreement.
(n) Quality Control:
Licensee agrees to maintain high standards of quality in the use, sale, and distribution of the Product.
(o) Relationship of Parties:
The Licensee is an independent business or individual and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship between Changing Courses 11 LLC and the Licensee. Neither party shall have authority to enter into agreements of any kind on behalf of the other party, and neither party shall be considered the agent, employee, or representative of the other.
If any provision of this Agreement is found unenforceable, the remainder of the Agreement remains in full force.
Changing Courses 11 LLC may amend this Agreement at its discretion. Licensee agrees to review and adhere to any changes.
The Licensee hereby consents to receive electronic notifications pertaining to any modifications, updates, or changes to the license agreement. Such notifications may be sent via email, through an online portal, or other electronic means as determined by the Licensor. It is the express responsibility of the Licensee to regularly review the terms of the license and to stay informed of any alterations or amendments. The Licensee acknowledges and agrees that their failure to review or be aware of such changes does not relieve them of their obligations under the updated license terms.
(r) Licensee Responsibility:
Licensee acknowledges their responsibility to understand the Product and its uses and to represent it accurately in all marketing and promotional activities.
(s) Community Obligations:
Licensee agrees to uphold and enforce community guidelines and terms and conditions set by Changing Courses 11 LLC if they establish any community or forum related to the Product.
(t) Prohibition of Affiliate Links:
The licensee is strictly prohibited from using affiliate links or any form of affiliate marketing to promote or sell the "Roadmap 2.0" product. Any attempt to use affiliate links for the promotion or sale of the product will be considered a breach of this agreement and may result in immediate termination of the licensee's rights under this agreement.
(u) Use in Membership Sites:
The licensee is permitted to include the "Roadmap 2.0" product as part of their membership site offerings. However, under no circumstances shall the licensee provide, offer, or transfer the resell rights of the "Roadmap 2.0" product to any membership subscribers, regardless of the amount spent or the level of membership tier. The product must be provided to members as a standalone product without any rights to further distribute or resell.
(v) Prohibition on Screen Recording:
The Licensee is expressly prohibited from screen recording, capturing, or reproducing the 'Roadmap 2.0' product in any manner for the purpose of sharing, distributing, or reselling. Any unauthorized screen recording or reproduction of the product is a violation of this agreement and may result in legal action and termination of the Licensee's rights under this agreement.
1. GRANT OF LICENSE
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.
2. PROHIBITED ACTIVITIES
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:
Product Name Alteration: Change, modify, or alter the original name of the Product provided by Changing Courses 11 LLC.
Systematically retrieve data or other content from the Services or Product to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Changing Courses 11 LLC.
Trick, defraud, or mislead Changing Courses 11 LLC and other users, especially in any attempt to learn sensitive account information such as user passwords, potential leads, promotional secrets, or any other business information.
Circumvent, disable, or otherwise interfere with security-related features of the Product, including features that prevent or restrict the use of copying of any Content or enforce limitations on the use of the Product and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in the opinion of Changing Courses 11 LLC, the Product, potential competition, or Changing Courses 11 LLC and its employees, owners, partners, or anyone else that Changing Courses 11 LLC deems suitable to this prohibited activity.
Use any information obtained from the Product in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Product in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Product.
Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including party's uninterrupted use and enjoyment of the Product or modifies, impairs, disrupts, alters, or interferes with the use, features, function, operation, or maintenance of the Product.
Delete the copyright or other proprietary rights notices from any Content or the Product.
Attempt to impersonate another user or person or use the username of another user of the Product who is a Licensee of the Product.
Interfere with, disrupt, or create an undue burden on the Product or Changing Courses 11 LLC or the networks or services connected to the Product.
Harass, annoy, intimidate, or threaten any of Changing Courses 11 LLC employees, affiliates, owners, executive staff, or agents engaged in providing any portion of the Product, Services, or Licensing to you, the Licensee.
Attempt to bypass any measures of the Product designed to prevent or restrict access to the Product, or any portion of the Product.
Use a buying agent or purchasing agent to make purchases of the Product.
3. Ownership vs. License of Digital Product:
Purchase of Digital Product: Upon purchasing the 'Roadmap 2.0' product, the purchaser ("Licensee") acquires a personal, non-exclusive, transferable, and revocable license to access, use, and resell the product for their own personal or business purposes. This license grants the Licensee the right to use and resell the product but does not transfer any intellectual property rights.
Intellectual Property Rights: All copyrights, patents, trademarks, trade secrets, and other intellectual property rights in the 'Roadmap 2.0' product remain the sole and exclusive property of Changing Courses 11 LLC ("Licensor"). The purchase of the product does not convey to the Licensee any rights of ownership in or related to the product, or any intellectual property rights owned by the Licensor.
Continuous Resale Rights: The Licensee is permitted to resell the 'Roadmap 2.0' product to a third party. Upon resale, the Licensee retains their original rights to the product and does not need to transfer their license to the third-party buyer. This means the Licensee can continue to resell the product to multiple parties while still retaining their rights to the product. Each third-party buyer will also acquire a personal, non-exclusive, transferable, and revocable license to access, use, and resell the product under the same terms.
Downloading a Copy: The Licensee is permitted to download the 'Roadmap 2.0' product for personal and business use. The Licensee may also store multiple copies of the product for backup, archival, or redundancy purposes. Furthermore, the Licensee has the right to upload and host the 'Roadmap 2.0' product on their own hosting platform or server. However, any distribution, sharing, or public display of the product outside of the terms outlined in this agreement is strictly prohibited. The downloaded and hosted copies remain subject to the terms and conditions of this agreement.
Clarification on Ownership: For the avoidance of doubt, purchasing the 'Roadmap 2.0' product provides the Licensee with a licensed copy of the product. It does not grant any ownership rights to the intellectual property of the product or any other rights not explicitly mentioned in this agreement.
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 2.0' 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 2.0' 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.
6. Governing Law:
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.
7. Revocation of License
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 2.0' 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.
8. Updates to Terms and Conditions
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.
9. Third-Party Protection:
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.
11. Dispute Resolution
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.
12. Representations and Warranties
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.
13. Compliance with Laws
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.
15. Force Majeure
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.
16. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
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 2.0' 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 2.0' 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.
19. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the 'Roadmap 2.0' product at any time or for any reason at our sole discretion without notice. Such changes may include, but are not limited to:
Content Updates: Periodic updates to the content to reflect new information, corrections, or improvements.
Feature Changes: Addition, modification, or removal of certain features or functionalities of the product.
Platform Support: Changes to the supported platforms or devices for which the product is available. This may include discontinuation of support for older software versions or devices.
Download Limitations: Adjustments to the number of times a product can be downloaded, or the duration for which a download link remains active.
Access Restrictions: Temporary or permanent restrictions on access to certain parts of the product due to maintenance, security concerns, or other reasons.
Pricing Adjustments: Changes to the pricing of the product, including promotional discounts or price increases.
Format Changes: Alterations to the format or file type of the downloadable content, which may require users to obtain new software or hardware for compatibility.
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.
20. California Residents
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
21. Entire Agreement
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 2.0' 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.
Personal Link Program Agreement
1. Purpose of the Agreement:
This Agreement outlines the terms and conditions under which the Participant may use the Personal Link provided by Changing Courses 11 to promote and bring individuals to the Changing Courses 11 community.
2. Personal Link:
Changing Courses 11 will provide the Participant with a unique Personal Link to track the number of individuals they bring into the Changing Courses 11 community.
3. Responsibilities of the Participant:
a) The Participant agrees to actively participate in the Changing Courses 11 community, answer questions, and assist their customers.
b) The Participant acknowledges that they are solely responsible for the satisfaction of their customers and for any damages caused by their actions.
c) The Participant agrees to uphold the values, guidelines, and standards set by Changing Courses 11 when interacting with potential and existing community members.
4. No Affiliation:
a) The Participant understands and agrees that the Personal Link is not an affiliate link.
b) By using the Personal Link, Changing Courses 11 does not endorse, support, or become affiliated with the Participant's business or methods of marketing.
c) The Participant agrees not to represent themselves as an affiliate or partner of Changing Courses 11.
The Participant agrees to keep confidential any proprietary or non-public information about Changing Courses 11 or its community that they may learn during the course of their participation in the program.
The Participant agrees to indemnify and hold harmless Changing Courses 11 from any claims, damages, or losses resulting from their actions, misrepresentations, or any breach of this Agreement.
The Participant agrees not to make any negative or disparaging statements about Changing Courses 11 or its community, both during and after the termination of this Agreement.
8. Data Protection and Privacy:
9. Limitation of Liability:
Changing Courses 11 assumes no liability for any damages caused by the Participant. The Participant is 100% responsible for their own actions and any consequences thereof.
10. Term and Termination:
This Agreement will continue indefinitely unless terminated earlier in accordance with its terms. Changing Courses 11 reserves the right to terminate this Agreement and revoke the Participant's right to use the Personal Link if the Participant fails to fulfill their responsibilities or acts detrimentally to Changing Courses 11.
11. Dispute Resolution:
Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved through amicable negotiations. If the parties cannot resolve the dispute, they agree to submit the dispute to binding arbitration in the State of Tennessee.
Changing Courses 11 reserves the right to amend this Agreement at any time. Participants will be notified of any changes through reasonable means, including but not limited to email or community communications.
13. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
14. Restricted Sharing of Links:
a) The Participant agrees not to share any private or restricted links, including but not limited to the registration form link or the program sign-up link, with anyone without the express written permission of Changing Courses 11.
b) Unauthorized sharing of such links is a breach of this Agreement.
c) In the event of unauthorized sharing, Changing Courses 11 reserves the right to pursue the Participant for damages and any other remedies available under the law.
Amendment to Original Agreement 10-16-2023
1. Prohibition of Selling Under a False Name:
a) The Participant expressly agrees not to sell, distribute, or promote the "Roadmap 2.0" under any false, misleading, or unauthorized name, brand, or representation.
b) The Participant acknowledges that the "Roadmap 2.0" is the exclusive intellectual property of Changing Courses 11 and any unauthorized use, including selling under a false name, constitutes a breach of this Agreement and an infringement of Changing Courses 11's intellectual property rights.
c) Any unauthorized use of the "Roadmap 2.0" will result in immediate termination of the Participant's rights under the Original Agreement and may result in legal action for damages and injunctive relief.
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".
3. Entire Agreement:
This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
4. Governing Law:
This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee.
725 Cool Springs Blvd. Franklin TN, 37067
Changing Courses 11 LLC attn Zach Pippins