Intellectual Property License Agreement

THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is by and between

TenStep, Inc. (hereinafter referred to as “we,” “us” or “our”) will license the ProcessStep Framework™ (the “Content”) to Consultant name (hereinafter referred to as “you” and “your”) in accordance with the terms and conditions of this Agreement. 

License and Fees

1. This license is for consultants to utilize on third-party projects. Subject to the terms and conditions set forth in this Agreement, we hereby grant to you a limited use, non-exclusive, non-transferable licenses to utilize the Content as set forth herein. 

2. You also have the right to coach and mentor project team members in the Content.  However, the Content cannot be further adopted by the company or organization where you are working, without an approved company license being signed and the appropriate license fee being paid.

3. In consideration of the licenses of the Content, you will pay us a license fee (the "Initial Fee”). For the Initial Fee, we grant to you a one-year license, subject to termination, to access and utilize our content as described at ProcessStep Licenses.

Renewal Fees

a) Each set of passwords issued to you by us for access to the Premium Content will cover a period of one year from the issue date. After the applicable one-year period, your passwords to access the Premium Content will expire.

b) A renewal invoice will be sent to you prior to the time your passwords expire in the then current term. The renewal fee for the first such invoice will be $69.

c) After the second year, license renewal prices are subject to change without notice to reflect the increased value provided.  

d) If you elect to pay the renewal fee, your license to the Premium Content will renew for an additional one year period upon our receipt of the renewal fee.  We will issue a new set of passwords for each renewal period. 

e) If you elect not to pay the any renewal fee, your license will expire and you will no longer have access to the premium content ands you will no longer have the right to use the content.

f) If you elect not to pay the renewal fee when due, you can subsequently choose to renew your license at a later time. In this case, your total renewal fee will also include any and all renewal fees that would have been paid since the last renewal period lapsed. 

Restrictions

5. This Agreement is between “you” and “us”. No other individuals or companies are covered, and no one else has the licensed right to use the Content unless added under a separate agreement. This license does not give you the right to sublicense, publish, display, give, export or distribute, sell, or resell the Content or use the Content for any other purpose, or any process based on the Content, to any third-party company or individual without our prior written consent. This license does not include the right to offer Content training for profit, or in an academic environment.

6. You agree not to share the Content with other individuals who are not a party to this Agreement, except as allowed under this Agreement. You agree to use reasonable precautions to protect all usernames and passwords from unauthorized users.

Trademarks and Copyrights

7. You have no rights to the trademarks and copyrights for this product. All trademarks and copyrights remain the property of the original copyright and trademark owners. This does not preclude you from adding new and original content to the Content for your use. You will own the intellectual property rights to any original content that you add to supplement our Content.

Warranties Disclaimed and Limitation of Liability

8. The value that you receive from the Content is based on your implementation and use. You assume all risk as to the use of the Content. There can be no refunds of license fees after they are paid. There is no stated follow-up support provided with this Agreement. THE CONTENT IS LICENSED “AS IS” WITH NO EXPLICIT OR IMPLIED WARRANTIES OF ANY KIND INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR INABILITY TO USE THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR THIRD PARTY EXCEED THE LAST FEES ACTUALLY PAID BY YOU FOR THE CONTENT.

Effective Date and Termination

9. This Agreement is effective after we receive the Initial Fee and the online license agreement from you and will continue until terminated. The passwords for accessing Premium Content are effective on the day we send them to you.  You may terminate this Agreement at any time.  We may terminate this Agreement if you breach any term of this Agreement and fail to cure that breach within 10 days after receipt of written notice from us.  Upon termination, you agree to destroy all copies of the Content in your possession and provide written notice of such destruction.

Miscellaneous

10. This Agreement shall be interpreted and construed in accordance with the laws of the State of Georgia in the United States.

11. If any provision in this Agreement is determined by a competent authority to be unenforceable, all other provisions of this Agreement shall continue in full force and effect.  If any of these circumstances occur, then the parties agree to endeavor in good faith to negotiate such amendment or amendments to this Agreement as will restore the relative desired benefits and obligations of the parties under this Agreement immediately prior to such holding, modification or condition.

12. The headings of each paragraph of this Agreement are inserted solely for the reader’s convenience, and are not to be construed as part of the Agreement.

13. We may assign this Agreement to our successors and assigns. You may not assign this agreement to any third party company or individual.

14. All notices under this Agreement shall be in writing and shall be delivered to the address provided above and the address you submit on the online license agreement, and shall be deemed effective (i) immediately upon personal delivery; (ii) the day after delivery to a reputable overnight courier; or (iii) three (3) days after mailing by certified mail (return receipt requested) with all postage and charges prepaid.

15. This Agreement constitutes the complete agreement of the parties with respect to the licenses granted hereunder. This Agreement supersedes all prior proposals and understandings, whether oral or written, with respect to such subject matter, and may be modified only be a writing signed by both parties. Either party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right or provision under this Agreement.