THE DISCOVERY EXPERIENCE LICENSE AGREEMENT
This Discovery EXPERIENCE License Agreement (Agreement) is between Canyonero Services, Incorporated d/b/a The Intentional Advisor (Advisor), a Colorado corporation, and the user (Client). Advisor and Client agree as follows:
1. Course. Advisor will provide Client with access to The Discovery EXPERIENCE materials, an online course that instructs financial advisors regarding the discovery process to be used with the Client’s clients (Course).
2. Limited License. Advisor hereby grants Client a limited, non-exclusive, non-transferable, single party license to print or save a copy of the Course materials or access the materials online, but only for Client’s own personal use with Client’s financial advisory clients (License). Client is not permitted to give any other person a hard copy or an electronic copy, or access to an online copy, of the Course materials or post any of the Course materials to, or summarize the Course materials on, any social media or internet site. You may view, download, print, email and use these materials for your own use with your clients, but you shall not modify, republish, upload, post, transmit, sell, sublicense, create derivative works, exploit or distribute in any manner or medium any material from the Course. Client is authorized to add any required compliance disclosures to the bottom of the Discovery EXPERIENCE worksheet in the editable portion of the pdf.
3. License is Non-transferable. The License is granted specifically to Client. Client is not authorized to transfer his/her License or rights under this Agreement to any other person. Each person who accesses the Course materials must sign up for their own individual license.
4. Delivery of Course Materials. The Course is available online, and some Course materials may be emailed to Client. Advisor will take reasonable actions to make the Course available online, but Client recognizes that from time to time the website might be down and it may take time to correct the problem and, in some instances, may be outside Advisor’s control. In no event will Advisor be liable to Client for any damages resulting from or related to any failure or delay of Advisor in providing access to the Course materials.
5. Payment; No Refunds. Payment in full is required when you sign up for the Course. Because of the nature of the Course, no refunds will be given.
6. Confidentiality and Non-use. None of the Course materials shall be disclosed to any third party but shall remain confidential unless Advisor agreed to the disclosure in writing before the disclosure occurred. Client agrees not to discuss any specifics of the Course with other advisors or any other third party. Client shall not use the Course materials in any way other than as contemplated in this Agreement. If Advisor reasonably believes that Client has shared his/her user name or password with any other person or forwarded Course materials to any other person, Advisor has the right to suspend or terminate the License and this Agreement and refuse to permit Client to purchase or participate in any other online courses offered by Advisor.
7. Intellectual Property Belongs to Advisor. The Course materials are the sole property of Advisor. The License gives Client the right to access the Course materials in accordance with this Agreement, but does not give Client any ownership rights of any kind in the Course materials. The Course materials are protected by copyright, trademark and other intellectual property laws and rights. Any reproduction or unauthorized use will constitute infringement of Advisor’s rights. Duplicating, sharing or uploading Course materials to sharing sites is prohibited, and Advisor may prosecute such misconduct to the fullest extent allowed by law.
8. Client Feedback. Advisor is pleased to hear from our clients and welcomes your comments regarding our products and services, but we request that any feedback you provide be specific, and that you not submit any ideas, suggestions, or materials to us unless we have specifically requested such information. You agree that any ideas, suggestions or materials that you submit to us we have the complete right to use and incorporate into our materials without any compensation or attribution to you.
10. Warranty. THE COURSE MATERIALS ARE SOLD “AS IS.” ADVISOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON-INFRINGEMENT. The Course materials are a guide to help Client succeed, but Client is in full control of whether Client succeeds or not.
11. Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE, AND OUR SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US AND OUR SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT, PRODUCT OR SERVICE OUT OF WHICH LIABILITY AROSE, WHICHEVER IS LESS. ANY SUCH LIABILITY WILL BE PAID BY, AT OUR SOLE OPTION, A CREDIT TOWARDS ANOTHER COURSE WE OFFER.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12. Default. If Client defaults in payment or in complying with the terms of this Agreement, Advisor may, in its sole discretion, terminate this Agreement and the License. An event of default by Client does not relieve Client of its payment obligations under this Agreement. Within five business days of the termination of this Agreement, Client shall certify to Advisor that he/she has destroyed all of the Course materials that were in his/her possession or control.
13. Successors and Assigns. This Agreement shall be binding upon and for the benefit of the heirs, executors, administrators, successors and permitted assigns of the parties hereto.
14. Assignment. This Agreement may not be assigned by the Client.
16. Governing Law; Venue; Attorneys’ Fees. This Agreement is governed, interpreted and enforced pursuant to the laws of Colorado, United States of America, without regard to any conflicts of law principles. You specifically and irrevocably consent to personal jurisdiction in Colorado in connection with any dispute between you and us arising out of this Agreement or pertaining to the subject matter hereof. You agree that the exclusive venue for any dispute between you and us will be in the state and federal courts in the City and County of Denver, Colorado. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of the Site must be brought within two (2) years from the date on which such claim or action arose or accrued. In the event of litigation related to this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs as determined by the court to be paid by the non-prevailing party.
17. Contract Construction. If any provision of this Agreement is deemed unenforceable by a court of law, the provision shall be modified to the extent necessary to make the provision enforceable to the fullest extent permitted by law. If no modification will make the provision enforceable, the provision will be stricken without invalidating the remaining provisions of this Agreement. The headings contained in this Agreement are for reference only and they in no way define or limit the scope or intent of this Agreement. Sections 5, 6, 7, 8, 10, 11, 16, 17 and those sections or parts thereof where the context reasonably requires such an interpretation shall survive termination of this Agreement. This Agreement does not create a joint venture or partnership between the parties.