Limited Licensing and Mind to Win Participation Agreement
This Limited Intellectual Property and Mind to Win Participation Agreement (“Agreement”) is entered into between David Martin & Co. (hereafter “Licensor”), an Ohio company, and the individual who has signed up for the Mind to Win Program (hereafter “Licensee”), with an effective date as of the date Licensee enrolls in the Mind to Win Program.
WHEREAS, Licensor has developed a program called Mind to Win (“Mind to Win Program”) involving intellectual property of Licensor;
WHEREAS, Licensee has signed up for and desires to participate in Licensor’s Mind to Win Program;
WHEREAS, this Agreement is needed by Licensor to protect Licensor’s intellectual property and to allow Licensee to participate in the Mind to Win Program;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. LICENSE. Licensor grants to Licensee a nonexclusive, limited license to use materials, information, and other intellectual property Licensee might be exposed to during participation in the Mind to Win Program (“Intellectual Property”) for personal use only. Licensee shall not share, copy, sell, give away, modify, alter, create derivative works based off of or disseminate in any way, directly or indirectly, advertently or inadvertently, physically or electronically or by any other means, any Intellectual Property involved in or learned of during the Mind to Win Program. Licensee agrees and acknowledges that the Mind to Win Program and its related intellectual property, materials, and information are the intellectual property of Licensor. Licensee shall not represent to anyone that Licensee is the owner, author, or inventor of any materials or intellectual property involved in or learned during the Mind to Win Program. Licensee shall not use the Intellectual Property in or for any unlawful or harmful ways or purposes. Nothing in this Agreement shall be deemed to grant to Licensee any ownership or rights in the Intellectual Property or anything involved in the Mind to Win Program other than the rights granted herein.
2. TERMS OF PARTICIPATION. Licensee agrees to participate fully and in good faith in the Mind to Win Program, agrees to be respectful and supportive of other participants and any instructors or anyone involved in the Mind to Win Program, and agrees to follow any other policies and agreements, including but not limited to Licensor’s refund policy, regarding the Mind to Win Program.
3. TERM. This Agreement shall commence as of the effective date hereof, and shall continue until the Licensor terminates the contract.
4. INDEMNIFICATION. Licensee agrees to defend, indemnify and hold harmless the Licensor, its affiliates, licensors, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement, Licensee’s use of the Licensor’s website, other than as expressly authorized in this Agreement or Licensee’s use of any information obtained from the Website.
5. GOVERNING LAW AND JURISDICTION. Licensee hereby agrees and acknowledges that a breach of this Agreement constitutes irreparable harm and that monetary damages alone cannot fully compensate the Licensor for such harm. All matters relating to the Mind to Win Program, Intellectual Property, and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule, whether of the State of Ohio or any other jurisdiction. Any legal suit, action or proceeding arising out of, or related to, this Agreement or Licensor’s website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Cincinnati and County of Hamilton, although Licensor retains the right to bring any suit, action or proceeding against Licensee for breach of this Agreement in Licensee’s country of residence or any other relevant country. Licensee waives any and all objections to the exercise of jurisdiction over Licensee by such courts and to venue in such courts. In the event a dispute arises out of a violation of the Licensor’s intellectual property by Licensee, the Licensor shall have the right to file a complaint with an appropriate court having jurisdiction over the matter for injunctive relief without posting a bond.