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PPW Site License Agreement

Prevention Plus Wellness, LLC

Site License Agreement

2016.2 

YOU SHOULD READ THIS ENTIRE AGREEMENT ITEMS 1-12 BEFORE ORDERING THIS PROGRAM. THE ACT OF PURCHASING THIS PROGRAM OR THE ACT OF USING THE PROGRAM MATERIALS CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT. 

1. GRANT OF LICENSE. In consideration of Licensee’s payment of the applicable license fee, Prevention Plus Wellness, LLC (Prevention Plus Wellness) as Licensor, grants to Licensee a personal, non-transferable and non-exclusive license to use this Prevention Plus Wellness Program (Program) at or from a single location for 365 days.  This license can be extended by paying an annual renewal fee.  The Program may be used by an unlimited number of individuals (i.e., implementers) at or from the purchasing site for a 25-mile radius.  Prevention Plus Wellness reserves all rights not expressly granted to Licensee in this Agreement, and Licensee, by accepting this Agreement, agrees to comply with these terms and conditions. 

2. OWNERSHIP OF PROGRAM. The Licensee owns the downloadable paper copies of the Program made pursuant to this License, but Prevention Plus Wellness retains title and ownership of the original Program and all subsequent copies of the Program, regardless of the form or media in or on which the original and other copies may exist. This License is not a sale of the original Program or any copy thereof. 

3. COPY RESTRICTIONS. This Program is copyrighted.  Unauthorized copying of the Program, including the Program that has been modified, merged, or included with other media or written materials is expressly prohibited.  Licensee will be held responsible (for damages and any other appropriate legal relief) for any copyright infringement that is caused or encouraged by any failure to abide by the terms of this License. Subject to these restrictions, Licensee may make NO electronic copies or storage of the Program and must NOT share electronic or paper copies of this Program with anyone not affiliated with the Licensee site.  The licensee may make unlimited paper copies of the Program for as long as this license is in effect. 

4. USE RESTRICTIONS.

a) Unlimited paper copies of the Program may be made for purposes of implementing the Program at or from the designated site for the duration of the license period (i.e., 365 days unless renewed).

b) The Program in part or total may be provided/implemented to a set number of participants per year, and only in the designated area.  Small site licenses up to 100 participants a year, medium site licenses up to 500 participants a year, large site licenses up to 1000 participants a year, and area site licenses an unlimited number of participants a year.

c) The program cannot be implemented to participants outside of a 25-mile radius of the purchasing site.  If the Program is to be implemented outside of the designated area, or to a larger number of participants than allowed by the site license, the Licensee must order and pay in advance for one or more additional or upgraded site licenses.

d) NO electronic copies or electronic storage of the Program is permitted, and NO sharing of the website link providing access to the downloadable Program is permitted. 

e) Licensee may not distribute or sell any copy of the Program, whether as provided or altered, to anyone else.

f) Licensee may tailor, co-brand or translate the Program.  An editable electronic and hard copy of all altered Programs must be provided to the Licensor prior to their use for approval by Prevention Plus Wellness.  The Licensor retains the rights to all altered Programs.  

g) If the Licensee chooses not to renew the license at the end of the 365-day period, access to the digital downloadable program materials will cease and the Licensee is no longer allowed to make any additional copies or make any additional changes to the Program as provided or altered.  The Licensee may, however, use up to five (5) copies made of the Program during the licensing period for as long as they choose. 

5. TRANSFER RESTRICTIONS. This Program is licensed only to Licensee and may not be transferred to anyone without informing and receiving prior written consent of Prevention Plus Wellness. Any authorized transferee of the Program shall be bound by the terms and conditions of this Agreement. In no event may Licensee transfer, assign, rent, lease, sell, or otherwise dispose of the Program on a temporary or permanent basis except as expressly provided herein. 

6. TERMINATION. This License is effective for 365 days from the start date on this agreement. Licenses can be extended by paying an annual renewal license fee.  Also, this License will terminate automatically without notice from Prevention Plus Wellness if Licensee fails to comply with any term of this Agreement. Upon termination of this License, access to digital downloads of the Program shall cease, but the Licensee may continue to use up to five (5) copies of the Program, including five (5) modified copies, if any, for as long as desired. Licensee shall also be liable to Prevention Plus Wellness for all damages, whether direct or consequential, and including but not limited to attorney’s fees and disbursements, which result from Licensee’s failure to comply with any term of this License. 

7. UPDATE POLICY. Prevention Plus Wellness may create, from time to time, updated versions of the Program. At its option, Prevention Plus Wellness may make such updates available to Licensee upon such terms and conditions as it determines are appropriate.  Updates will be provided to the Licensee if the license is current.   

8. GOVERNING LAW. This Agreement is governed by the laws of the State of Florida in the United States of America. 

9. DISCLAIMER. THIS PROGRAM AND ACCOMPANYING DOCUMENTS ARE SOLD AS IS AND WITHOUT ANY WARRANTY AS TO PERFORMANCE OR MERCHANTABILITY. THE STATEMENTS OF SALESPERSONS DO NOT CONSTITUTE WARRANTIES AND SHALL NOT BE RELIED ON BY LICENSEE IN DECIDING WHETHER TO LICENSE THE PROGRAM. BECAUSE OF THE DIVERSITY OF CONDITIONS UNDER WHICH THE PROGRAM MAY BE USED, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED, AND LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS OF THE PROGRAM WILL MEET THE LICENSEE’S

REQUIREMENTS OR THAT OPERATION OF THE PROGRAM WILL BE ERRORFREE. THE LICENSEE ASSUMES THE ENTIRE RISK OF USING, OR ATTEMPTING TO USE, THE PROGRAM. THE LICENSEE IS ADVISED TO TEST THE PROGRAM THOROUGHLY BEFORE RELYING ON IT. 

10. EXCLUSIVE REMEDIES. THE LICENSEE’S SOLE AND EXCLUSIVE REMEDY AGAINST PREVENTION PLUS WELLNESS OR ITS AGENTS FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT OR FAILURE IN THE PRGRAM REGARDLESS OF WHETHER THE FORM OF ACTION IS TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL BE THE REPLACEMENT OF THE PROGRAM OR, AT THE SOLE DISCRETION OF PREVENTION PLUS WELLNESS, THE REFUND OF THE PURCHASE PRICE, PROVIDED THAT THE PROGRAM SOUGHT TO BE REPLACED IS RETURNED WITHIN 30-DAYS OF PROOF OF PURCHASE. 

11. LIMITATION OF LIABILITIES. REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PREVENTION PLUS WELLNESS NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE PROGRAM OR BY THE INABILITY TO USE IT; NEITHER SHALL PREVENTION PLUS WELLNESS OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS PREVENTION PLUS WELLNESS FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF

THE PROGRAM BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE PROGRAM FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY PREVENTION PLUS WELLNESS IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE PROGRAM BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE PROGRAM FROM LICENSEE. 

12. AUDIT. Prevention Plus Wellness may, at any time, either request a signed certification by you verifying that the Program is being used in accordance with the terms of this Agreement and/or audit your use of the Program to ensure compliance with the terms and conditions of this Agreement.