Terms + Conditions
Desire Map License Agreement
Carefully read the following terms and conditions. If you agree with these terms, indicate your assent below by clicking on the “I Accept” Button at the end of this document.
This AGREEMENT made between Danielle LaPorte, Inc. and the person signing (by accepting the terms and conditions of this Agreement) (“Licensee”), with respect to the book “The Desire Map” and materials relating to “The Desire Map™,” authored by Licensor (the “The Desire Map Facilitator Program”).
(a) Grant of License: Licensor grants to Licensee for the term of this Agreement, subject to the terms and conditions herein contained, and Licensee hereby accepts, the non-exclusive right, license and privilege to utilize The Desire Map Facilitator Program solely and only in connection with Licensee’s workshops, classes, coaching and other educational or instructional services (Licensee’s “The Desire Map Instructional Services”) under the terms and conditions stated herein. Licensee agrees that it will not utilize The Desire Map Facilitator Program in any manner not specifically authorized by this Agreement.
(b) Limited Grant: Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of The Desire Map Facilitator Program in any manner whatsoever to other licensees. Licensor specifically reserves all rights not herein granted. Specifically, it is understood Licensee may not use The Desire Map Facilitator Program in such manner as to identify it with a product or service other than the Desire Map Facilitator Program.
2. LICENSE PERIOD (THE TERM):
The License granted hereunder shall be effective and terminate as follows (unless sooner terminated in accordance with the terms and conditions hereof):
Commencement Date: License is effective on the date of purchase.
Termination Date: One year from date of purchase.
(the “License Period”)
At the expiry of the License Period, the License shall automatically be extended for a like period of time unless not less than thirty (30) days prior to any Termination Date either party, Licensor or Licensee, gives notice of its desire not to renew the License.
Anything in this Agreement to the contrary notwithstanding, Licensees rights hereunder shall not include the right to, and Licensee hereby warrants that it will not, use The Desire Map Program for any endorsement of any other product or service.
For the initial License Period Licensee shall pay to Licensor the sum of US$2,000, payable upon execution of this Agreement. Unless the preceding License Period is terminated as provided in this Agreement, a renewal fee in the amount of $1,000 will be charged twelve (12) months after the Commencement Date, and every twelve (12) months after that until terminated as provided herein.
Licensee is responsible for full payment of fees for the License. Licensee understands that fees are non-refundable.
6. COPYRIGHT AND TRADEMARK NOTICES:
(a) Copyright Notices: Licensee shall cause to be legibly imprinted or displayed on all Desire Map Program and on all advertising materials for The Desire Map Program the complete copyright notice: © Danielle LaPorte 2015.
(b) Trademark Notices Licensee shall also cause to be legibly imprinted or displayed on all Desire Map Program and advertising materials for the Desire Map Program the appropriate trademark notice, either ™ or ® as Licensor shall determine, and shall affix the notice as specified by Licensor.
7. LICENSORS RIGHT OF APPROVAL OF THE DESIRE MAP FACILITATOR PROGRAM, ADVERTISING, MATERIALS, ETC.:
Licensor reserves the right to approve the quality, style and format of Licensee’s use of the Desire Map Program. Such approval may be granted or withheld at any time as Licensor in her sole discretion may determine.
8. PROTECTION OF LICENSOR’S RIGHTS AND INTERESTS:
Licensor and Licensee agree that Licensee’s utilization of the Desire Map Program upon or in connection with Licensee’s Desire Map Instructional Services is conditioned upon the protection of Licensee’s rights and the goodwill resulting from such use. Licensee agrees to protect Licensor’s rights and goodwill as set forth herein below and elsewhere in this Agreement.
(a) Good Will and Protection:
(i) Licensee recognizes the great value of the publicity and goodwill associated with the Desire Map Program and, in such connection, acknowledges that such goodwill exclusively belongs to Licensor. Licensee further acknowledges that all rights in any additional material, new versions, translations, rearrangements, or other changes in the Desire Map Program which may be created by or for Licensee, shall be and will remain the exclusive property of Licensor. In addition, the same shall be and will remain a part of the Desire Map Program under the terms and conditions of this Agreement.
(ii) Licensee shall assist Licensor and/or Licensor’s authorized agents to all reasonable extents requested by Licensor in obtaining and maintaining in Licensor’s name any and all available protection of Licensor’s rights in and to the Desire Map Program.
(b) Indemnification By Licensee: Except for the rights licensed hereunder by Licensor to Licensee, Licensee hereby indemnifies and shall hold harmless Licensor, its’ agents, servants, employees and representatives, and each of them, from and against the costs and expenses of any and all claims, demands, causes of action and judgments arising out of (i) the unauthorized use of any infringement of any copyright, trade name, libel or invasion of the right of privacy, publicity, or other property right, or failure to perform, or any use of the Desire Map Program, (ii) the conduct by Licensee of its instructional services, including but not limited to any claims for physical injury or property damage to any person, and (iii) the infringement or breach of any other personal or property right of any person, firm or corporation by Licensee, or Licensee’s employees, agents or anyone, directly or indirectly, acting by, though, on behalf of, pursuant to contractual or any other relationship with Licensee in connection with the advertising, promotion and/or use of the Desire Map Program and/or any material relating thereto and/or naming or referring to Licensor or any marks and/or elements of the Desire Map Program. If Licensee is required by any vendor to take out insurance covering the risk of personal or property injury or harm, Licensee shall name Licensor as an additional insured to any such policies of insurance. In any event, Licensee shall require participants in its Instructional Services to sign a waiver and assumption of risk agreement in a form to be provided by Licensor.
(c) No Licensor Warranty: Licensor makes no warranty or representation as to the amount of income or profits Licensee will derive hereunder.
9. SPECIFIC UNDERTAKINGS OF THE PARTIES:
(a) Licensor warrants, represents and agrees that she has certain ownership rights in and has the right to grant licenses to utilize the titles and names (including the title and name “Desire Map”), ideas, concepts and visual representations as included in Desire Map Program and to grant the rights to the Desire Map Program granted Licensee in this agreement.
(b) Licensee warrants, represents and agrees that:
(1) It will not dispute the title of Licensor in and to the Desire Map Program or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder;
(2) It will not harm, misuse or bring into disrepute the Licensor and/or the Desire Map Program or any part thereof;
(3) It will utilize the Desire Map Program in an ethical manner and in accordance with the terms and intent of this Agreement;
(4) It will not create any expenses chargeable to Licensor;
(5) It will not enter into any sublicense or agency agreement for the sale or distribution of the Desire Map Program;
(6) It will offer its Desire Map Instructional Services at competitive prices and not for more than the price generally and customarily charged for the same or similar services.
(7) It will coordinate the release and promotion of its’ Desire Map Instructional Services in such manner as Licensor shall reasonably request.
(8) It will not create educational, coaching or personal development groups, workshops, documents, programs, goods or services for other Licensees related to or including The Desire Map Intellectual Property.
(9) It will not use the Desire Map Program in any way that violates the guidelines set by Licensor (see; “The Desire Map Guidebook for Truly Incredible Licensees”) for their use, nor will Licensee harm or diminish the Desire Map brand or Danielle LaPorte, Inc. or Danielle LaPorte, the individual, as determined by the reasonable judgment of Licensor.
(a) If Licensee files a petition in bankruptcy or is adjudicated a bankrupt or if a petition in bankruptcy is filed against Licensee or if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law or if Licensee discontinues its business or if a receiver is appointed for it or its business, the License granted hereunder, without notice, shall terminate automatically (upon the occurrence of any such event).
(b) If Licensee shall violate any of its obligations or conditions under the terms of this Agreement, Licensor shall have the right to terminate the License herein granted upon fifteen (15) days’ notice in writing, and such notice of termination shall become effective, unless Licensee shall completely remedy the violation and satisfy Licensor that such violation has been remedied within the such fifteen (15) day period. If such breach is incapable of being cured within such period of time, it shall be sufficient to avoid termination if Licensee commences a cure within the specified period and continues diligently to implement a cure even if such cure takes longer than the specified period.
(c) By notice given from either Licensor or Licensee to the other not later than thirty (30) days prior to the expiration of any License Period that the License shall not be renewed.
(d) If the License granted hereunder is terminated in accordance with the provisions of Sub-clauses 10(a) (b) or (c), Licensor shall not be obligated to reimburse Licensee for any payment theretofore paid by Licensee to Licensor.
(e) If the License granted hereunder is terminated pursuant to this clause 10, then neither Licensee nor its representatives, trustees, agents, administrators, successors and/or assigns shall thereafter have any right to exploit or in any way deal with any Desire Map Program.
11. EFFECT OF TERMINATION OR EXPIRATION:
Upon expiration of the License granted hereunder or the earlier termination thereof, all rights granted to Licensee hereunder shall forthwith revert to Licensor, and Licensee thereafter, directly or indirectly, shall not use or refer to the Desire Map Program or any name, title, trademark or designation which in Licensor’s reasonable opinion is similar to the Desire Map Program. Licensee hereby agrees that at the expiration or termination of this Agreement for any reason, Licensee will be deemed automatically to have assigned, transferred and conveyed to Licensor any and all copyrights, trademark or service mark rights, goodwill or other right, title or interest in and to the merchandising of the Desire Map Program which may have been obtained by Licensee or which may have vested in Licensee pursuant to any endeavors covered hereby.
12. REMEDIES OF LICENSOR:
(a) Licensee acknowledges that the failure of the Licensee to cease using the Desire Map Program upon the expiration or earlier termination of the License granted hereunder or the failure of Licensee to fulfill its obligations specified in this Agreement, will result in immediate and irremediable damage to Licensor. Licensee acknowledges that Licensor has no adequate remedy at law for any such failure referred to or referenced to in this Clause, and, in the event of any such failure, Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions, in addition to such other further relief as any court of competent jurisdiction may deem just and proper.
(b) If Licensor uses any remedy afforded by this Clause, Licensor shall not be deemed to have elected its remedy or to have waived any other rights or remedies available to it under this Agreement, or otherwise.
13. RESERVATION OF RIGHTS:
Licensor reserves all rights pertaining to the Desire Map Program, except as specifically granted herein to Licensee.
All notices to be given to Licensor hereunder shall be addressed to Licensor or Licensee as follows:
To Licensor: Danielle LaPorte, Inc., 2055 Commercial Drive, Suite #234 Vancouver BC V5N 0C7 Canada
Email: Licensing@DanielleLaPorte.com, or at such other address as Licensor or Licensee shall designate in writing from time to time.
All notices shall be in writing and shall either be served by Certified or Registered Mail Return Receipt Requested, or by facsimile or email transmission (provided, as to facsimile or email transmissions, that a confirming copy is also sent by first class mail). Except as provided herein, such notices shall be deemed given when mailed or transmitted by facsimile or email (with a proof of receipt), except that notices of change of address shall be effective only after the actual receipt thereof.
15. WAIVER, MODIFICATION, ETC.:
No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the Licensor. No written waiver shall excuse the performance of any act other than those specifically referred to therein. No written waiver by Licensee of any provision of this Agreement or of any default shall affect the Licensor’s rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default whether or not similar. Licensor makes no warranties to Licensee except those specifically expressed herein.
16. NO PARTNERSHIP, ETC.:
This Agreement does not constitute and shall not be construed as constituting an agency, a partnership or joint venture between Licensor and Licensee. Neither party hereto shall hold itself out contrary to the terms of this Clause, and neither Licensor nor Licensee shall become liable for any representation, act or omission of the other contrary to the provisions hereof. This contract shall not be deemed to give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted by Licensor in writing to such third party.
The license granted hereunder is and shall be personal to Licensee, and shall not be assignable by any act of Licensee or by operation of law. Any attempt by Licensee to grant sub-licenses or to assign or part with possession or control of the License granted hereunder or any of Licensee’s rights hereunder shall constitute a material breach of this Agreement. Licensor shall have the right to assign this Agreement, in which event Licensor shall be relieved of any and all obligations hereunder, provided such assignee shall assume this Agreement and all rights and obligations hereunder in writing.
18. GOVERNING LAW:
This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of British Columbia, Canada, and its validity, construction, interpretation and legal effect shall be governed by the laws of British Columbia applicable to contracts entered into and performed entirely therein.
19. HEADINGS; GENDER; PLURALS:
The headings used in connection with the clauses and sub-clauses of this Agreement are inserted only for the purpose of reference. Such headings shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof, nor shall such headings otherwise be given any legal effect. Terms used herein in any gender include the masculine, feminine and neuter gender, and terms used in the singular number include the plural number, if the context may require.
20. ENTIRE AGREEMENT:
This Agreement (including the attached Schedule) sets forth the entire understanding of the parties hereto relating to the subject matter hereof. No modification, amendment, waiver, termination or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon either party hereto unless confirmed by a written instrument signed by Licensee. For the purposes of this Agreement electronically transmitted or “Click through” signature, constitutes signature by Licensee.
If any provision of this Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid, or inoperative provision had not been contained herein.
22. RIGHTS AND REMEDIES CUMULATIVE:
Except as otherwise provided in this contract, all rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.
23. EXECUTION OF AGREEMENT:
This contract shall not be effective until signed by Licensee.
24. SPECIFIC ARRANGEMENT:
If there is any specific arrangement between the parties, such specific situation shall be embodied in Schedule A, attached hereto and by this reference made a part of this Agreement.