COURSE LICENSE AGREEMENT

Welcome to the Oxygen Manager Essentials Course (the “Licensed Course”) offered by Lead With Oxygen Now LLC, a Delaware company ("Oxygen," "we," or “Licensor”). PLEASE READ THIS COURSE LICENSE AGREEMENT CAREFULLY. BY ELECTRONICALLY SELECTING THE BOX MARKED “I AGREE” WHEN REGISTERING FOR THE LICENSED COURSE, you (“Company,” “you,” “your,” or “Licensee”) hereby acknowledge, accept, and agree to be bound by, the terms and conditions of this Course License Agreement (the or this “Agreement”). Together, Oxygen and the Company are referred to as the "Parties" and individually as a "Party."

WHEREAS, Oxygen has developed and created, and is the owner of, the Licensed Course; and

WHEREAS, you desire to license the Licensed Course from Oxygen for the benefit of one (1) or more of your employees, agents or representatives, and Oxygen is willing to license the Licensed Course to you subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements made herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to the following terms and conditions. 

1. Start Date for the Terms

This Agreement shall become effective on the earlier to occur of: (a) the date the Company pays for the Licensed Course or (b) the date the Company, or any employee, agent or representatives thereof, obtains access to the Licensed Course (the "Effective Date") and this Agreement shall remain in effect until the earlier of: (c) the date that this Agreement is terminated or (d) the expiration of the Term (defined below).

2. License; Licensed Course; Related Services

2.1.      License. Subject to the terms and conditions of this Agreement, and in exchange for payment of all fees to Oxygen, Oxygen grants to Licensee, and Licensee accepts from Oxygen, a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to the Licensed Course, together with any supplemental documents or materials made available to Licensee in connection with the Licensed Course, which shall include, but not be limited to the certain Manager Essentials Training PDF referenced in Section 2.2 of this Agreement (collectively, the “Supplemental Materials”). The Licensed Course, together with any Supplemental Materials, shall only be used by Licensee for internal, non-commercial use in Licensee’s own business.

2.2       Licensed Course. The Licensed Course is known as the Oxygen Manager Essentials Course, a 6-month virtual program, which includes facilitating classes, labs, access to an online community, and other related services as described in the Manager Essentials Training PDF.

2.3       Ownership of Licensed Course and Supplemental Materials: Any and all content, records, data, documents and materials created, developed or provided by Oxygen, which shall include, but not be limited to, the Licensed Course and all Supplemental Materials (collectively, “Oxygen Property”), are proprietary to Oxygen and are the sole and exclusive property of Oxygen. All applicable rights of Oxygen Property, including, but not limited to, all intellectual property rights therein and thereto, including, but not limited to, all patent, copyright, trademark, trade dress, word mark, service mark, and trade secret rights under federal, state and international laws, rules, regulations and treaties in Oxygen Property belong to Oxygen. Neither Company, nor any of its employees, agents or representatives have any claim of ownership rights in or to any Oxygen Property, and may not download, copy, store, maintain, archive, record, transmit, publish, distribute, or otherwise make use of any Oxygen Property, including, but not limited to, the Licensed Course and the Supplemental Materials, in any form or by any means, except as expressly permitted by this Agreement. By indicating acceptance to this Agreement through the purchase of the license for the Licensed Course, Company does not obtain any ownership rights in or to any Oxygen Property, including, but not limited to, the Licensed Course and the Supplemental Materials, but only receives a limited license to use the same as expressly permitted by this Agreement.

2.4      Service Performance: Oxygen agrees to provide all services in connection with preparation and delivery of the Licensed Course in a professional and competent manner in accordance with industry standards.

2.5       Virtual Delivery: The Licensed Course will be delivered to the Company virtually, with sessions scheduled based on dates provided by Oxygen.

2.6       No Rescheduling of Sessions: Once session dates are confirmed, they cannot be rescheduled. Recorded sessions will be available for any missed classes.

2.7       Online Community and Course Norms: Access to an online community is included as part of the Licensed Course. Participants must follow all course norms and community guidelines. Oxygen reserves the right to revoke the license granted to Company pursuant to this Agreement in the event that it determines that Company, or any employee, agent or representative thereof, has engaged in conduct that is in violation of this section.

3. Payment; Taxes

3.1.      Fees & Payment Terms: The Company will pay Oxygen the fees specified in the invoice upon receipt of invoice. Payments are non-refundable. If you fail to pay your invoice within thirty (30) days from the date of invoice, or from the applicable due date pursuant to a payment plan if established, Oxygen may, in its sole discretion (and without limiting any other rights available at law, in equity or otherwise), assess a late fee in an amount equal to the lesser of 1.5% per month, or the maximum rate permitted by applicable law for all outstanding amounts due and owing to Oxygen.

3.2.      Expenses: All expenses related to the virtual delivery of the Licensed Course are included in the Licensed Course fees as set forth in the applicable invoice.

4. Confidentiality and Nondisclosure; Protection of Confidential Information

All Oxygen Property provided to Company, including, but not limited to, Licensed Course materials, discussions, and participant information, are, and are to be kept, confidential by Company. Company agrees that neither it, nor any of its employees, agents or representatives, shall disclose, divulge, publish or disseminate any such information to any third party, except as otherwise expressly permitted by this Agreement. Company further agrees that it and its employees, agents or representatives will take all reasonable measures to protect the confidentiality of, and avoid disclosure or use of, such information so as to prevent it from entering the public domain or falling into the possession of persons other than those authorized by this Agreement to have access to it. The obligations of confidentiality and non-disclosure hereunder shall not apply to the extent that such information: (a) becomes generally available to the public other than as a result of a breach of this Agreement; (b) is furnished to the Company by a third party who is not bound by an obligation of confidentiality to Oxygen with respect to such information and who is lawfully in possession of, and who lawfully conveys, such information; (c) is ordered to be disclosed by a court of competent jurisdiction; or (d) is approved in writing by Oxygen to be disclosed. In the event of a judicial order to disclose such information, the Company shall promptly notify Oxygen of the same and reasonably cooperate with Oxygen with any efforts to obtain a protective order.

5. Term and Termination

5.1.      Term: This Agreement is effective from the Effective Date until terminated as provided herein (the “Term”).

5.2.      Termination: Either Party may terminate this Agreement, and the license granted pursuant hereto:

  1. In the event that the other party breaches any material term of this Agreement, including, but not limited to, the terms regarding confidentiality and payment, subject to the cure period set forth herein. In the event of termination pursuant to this Section 5.2(a), the non-breaching party must provide written notice, with reasonable detail of the alleged breach(es), to the breaching party. The breaching party shall then have ten (10) business days to cure said breaches (three (3) business days if the breach is for non-payment of any sums due and payable to Oxygen). If the breaching party fails to cure said breach(es) within the cure period provided above, the non-breaching party shall have the right terminate this Agreement, which, for the sake of clarity, shall simultaneously result in the termination of the license granted pursuant hereto without need for further action or notice.

  2. In the event that other party becomes subject to any bankruptcy or insolvency proceedings under federal or state law, or becomes insolvent or transfers control of its business operations or assets to a receiver, trustee or other such authority.

5.3       Effect of Termination; Survival. In the event of a termination pursuant to Section 5.2, Company shall promptly return to Oxygen all Oxygen Property that is in Company’s possession, in any manner or form, together with any copies thereof, without further notice or demand from Oxygen, or, upon request from Oxygen, Company shall destroy the same and deliver to Oxygen a writing, certified by an officer or director of the Company, that the same has been destroyed. The Parties agree that Sections 2.3, 3, 4, 5.3, 6, 7 and 8 shall survive the expiration or termination of this Agreement.

6. Indemnification and Liability

6.1       Indemnification by Company. Company agrees to indemnify, hold harmless and defend Oxygen, its officers, directors, employees, agents and representatives from and against any and all claims, actions, suits, proceedings, fines, fees, penalties, judgments, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees, expert witness fees, costs of court and other legal expenses) (hereafter taken together and referred to as “Claims”) arising from or relating to: (i) the negligence or willful misconduct of Company or any employees, agents and representatives thereof; (b) a breach of this Agreement by Company or any employees, agents and representatives thereof; (c) infringement of intellectual property by Company or any employees, agents and representatives thereof; (d) fraud on the part of Company or any employees, agents and representatives thereof. 

6.2       Indemnification by Oxygen. Oxygen agrees to indemnify, hold harmless and defend the Company from and against any and all Claims for: (i) a material breach of this Agreement by Oxygen; or (ii) the gross negligence or willful misconduct of Oxygen, its employees, agents or representatives.

  1. Disclaimer of Warranties; Limitation of Liability

ALL OXYGEN PROPERTY IS PROVIDED TO THE COMPANY AS-IS, WHERE IS, AND WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, PERFORMANCE, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE ACCESS TO OR USE OF OXYGEN PROPERTY WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL OXYGEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR KIND, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY IN CONNECTION WITH OR ARISING OUT OF THE USE OF OR ACCESS TO OXYGEN PROPERTY HEREUNDER, EVEN IF OXYGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY, IN NO EVENT SHALL OXYGEN BE LIABLE TO COMPANY UNDER THIS AGREEMENT WITH RESPECT TO DAMAGES ARISING UNDER ANY CLAIMS OR AGGREGATE OF CLAIMS IN ANY AMOUNT WHICH EXCEEDS THE AGGREGATE AMOUNT OF ANY FEE(S) PAID TO OXYGEN PURSUANT TO THIS AGREEMENT.

8. General

8.1       Entire Agreement; Nature of Relationship. This Agreement, along with any statements of work subject hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. The relationship between Oxygen and the Company is that of independent contractors.

8.2       Governing Law; Venue. This Agreement shall construed and governed by the laws of the State of New York, without regard to conflicts of law principles. The Parties consent and agree that all legal proceedings relating to this Agreement and the performance hereunder shall be maintained only in the federal or state courts of competent jurisdiction within Erie County, New York, and each Party consents and submits to the jurisdiction therein and thereof. The Parties each waive any rights to allege inconvenient forum or move to change the venue of any legal proceedings in contravention to this section.

8.3       Amendment. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party.

8.4       Severability. If any term or provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

8.5       Binding Agreement; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, provided, however, that Oxygen may assign this Agreement and its interest herein to a successor in interest, a buyer of a controlling equity interest in Oxygen, or a buyer of all or substantially all of the assets of Oxygen without notice to or consent from the Company. Any attempted assignment in contravention of this section shall be null and void ab initio.

8.6       Waiver. No waiver of any provision of this Agreement or any breach thereunder shall be deemed a waiver of any other provision or subsequent breach hereof, nor shall any such waiver constitute a continuing waiver.  Delay or failure of either Party to insist on strict performance or observance of any provision of this Agreement or to exercise any rights or remedies hereunder, shall not be deemed a waiver.  No Party may waive any of its rights or any obligation of the other Party or any provision of this Agreement except by an instrument in writing signed by the waiving Party.

8.7       Notice. All notices under this Agreement shall be given in writing and delivered by hand, or overnight delivery service (by a nationally recognized carrier) or sent by certified mail/return receipt requested, postage prepaid, and addressed as follows: (a) to the corporate headquarters of Oxygen, if notice is being sent to Oxygen; and (b) to the primary address given to Oxygen by Company as part of registering for the Licensed Course, if notice is being sent to the Company.

8.8       Injunctive Relief. In the event of a breach or threatened breach by the Company, the Company acknowledges and agrees that remedies at law, including, but not limited to monetary damages, may be insufficient and that Oxygen shall be entitled to injunctive relief without the necessity of proving actual damages or posting a bond, in addition to all other remedies available to Oxygen at law, in equity or otherwise. Company further acknowledges and agrees to reimburse Oxygen for any and all loss, damages, costs and expenses, including, but not limited to, reasonable attorney’s fees and expenses incurred by Oxygen in the enforcement of its rights under this Agreement.

8.9       Compliance with Laws and Regulations.  Each of the Parties represents and warrants that it shall comply with all applicable laws and regulations in its performance under this Agreement.