LICENSED COURSE AGREEMENT

RECITALS:

 WHEREAS, Through to Thrive LLC (hereinafter “Licensor or TTT”) has created and developed certain courses and related documents (collectively, the “Licensed Course(s)”) allowing practitioners and organizations to utilize the materials in the course to facilitate individual or small group (limit 10 participants) prenatal or postpartum preparation groups (akin to newborn care and birth classes) or clinical or non-clinical support groups; and

WHEREAS, The Licensed Course(s) includes: course materials (videos and handouts); community access codes for anyone participating in Licensee's facilitated groups or sessions; monthly drop-in consultation calls for professionals facilitating groups or sessions; Licensee community circle access for the duration of license period; and all updates to content materials; and

WHEREAS, Licensor is the owner of the Licensed Course(s); and

WHEREAS, Licensee desires to license from the Licensor the Licensed Courses subject to the terms and conditions described herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows:

TERMS AND CONDITIONS

1. LICENSE GRANT.  Conditioned upon your continued compliance with the terms and conditions of this License Agreement and payment of the applicable licensing fee to Licensor, this License Agreement grants you a revocable, limited (in scope and duration), non-exclusive, nontransferable license to access and make use of the Licensed Course(s) for the term purchased. This License permits you to access and make use of the Licensed Course(s).  
2. LICENSE GRANT RESTRICTIONS.  Except as provided herein, you may not modify, alter, translate, create derivative work(s) of, distribute, broadcast, transmit, reproduce, publish, license, sub-license, transfer, sell, exploit, rent, timeshare, outsource, lease, grant a security interest in, assign or transfer any right(s) in, or otherwise use the Licensed Course(s) or any part thereof in any manner not expressly permitted herein. Reproduction of handouts is permitted in limited quantities for use only with Licensee’s clients. In addition, you may not remove or alter any proprietary notice or copyright marks. Use of the Licensed Course(s) outside of licensed organization/individual or gifting materials to a third party with or without accreditation for use in promotions, marketing, groups, coaching, teaching training or any other use is strictly prohibited. All rights not expressly granted to you herein are hereby reserved to Licensor.
3. USER OBLIGATIONS.  By accessing and/or using the Licensed Course(s), you hereby warrant and agree that you shall abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Licensed Course(s). You hereby warrant and agree that you or your organization is properly credentialed (permitted credentials include: any licensed or pre-licensed & supervised psychologist, counselor or social worker; doulas with active CAPPA or DONA certifications; all PMH-C; IBCLCs, Midwives, and Bachelor-level Nurses working in the perinatal field). If you believe you qualify or would like to be considered using other credentials, please contact Licensor. Use of the Licensed Course(s) without proper credentials is strictly prohibited.  You further warrant and agree to assume any and all responsibility for acts, omission, or uses related to your access to and/or use of the Licensed Course(s).  TTT hereby disclaims any and all responsibility or liability for any claims, actions, causes of action, liabilities, judgments, injuries or damages to persons or property, and expenses, including, but not limited to, attorneys’ fees and court costs, that arise out of or result from, either directly or indirectly, your access to and/or use of the Licensed Course(s). The warranties contained herein shall survive the termination or expiration of the License for any reason.
4. PROPRIETARY RIGHTS.  TTT retains all ownership right, title, and interest in and to all programs, procedures, information, and documentation associated with the Licensed Course(s).  Through to Thrive, LLC, TTT, and all other names, logos, and icons identifying TTT and its products and services are proprietary trademarks of TTT and any use of such marks without the express written permission of TTT is strictly prohibited.  Except as expressly provided herein, TTT does not grant any express or implied right to you or any other person under any intellectual or proprietary rights.  Accordingly, unauthorized access to and/or use of the Licensed Course(s) may violate intellectual property or other proprietary rights laws as well as other domestic and international laws, regulations, and statutes, including, but not limited to, United States copyright, trade secret, patent, and trademark law. 
5. CONFIDENTIALITY.  You acknowledge and agree that the Licensed Course(s) contain proprietary trade secrets and confidential information of TTT (the "Confidential Information").  You agree to secure and protect the confidentiality of this Confidential Information of TTT in a manner consistent with the maintenance of TTT's rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts.  You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement.
6. WARRANTY DISCLAIMER.  THE LICENSED COURSE(S) WERE CREATED BY A LICENSED MENTAL HEALTH COUNSELOR BUT IS NOT THERAPY OR MEDICAL ADVICE. LICENSEES ARE BOUND BY THEIR TRAINING AND PROFESSIONAL CREDENTIALS IN THE IMPLEMENTATION OF THE MATERIALS. CLIENT TREATMENT AND CARE IS THE RESPONSIBILITY OF THE LICENSEE. TTT IS NOT RESPONSIBLE FOR IMPLEMENTATION, CLIENT OUTCOMES, OR CLIENT CARE IN ANY WAY. TTT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS ASSOCIATED WITH THE LICENSED COURSE(S) FOR ANY PURPOSE.  THE LICENSED COURSE(S) AND ANY SUCH INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS WELL AS ANY WARRANTY RELATED TO THE use, or the results of the use, of the LICENSED COURSE(S) or ANY documentation associated therewith in terms of correctness, accuracy, reliability, or otherwise.  THE ENTIRE RISK AS TO THE QUALITY OF AND RESULTS FROM THE USE OF THE LICENSED COURSE(S) IS WITH YOU. 
7. LIMITATION OF LIABILITY.  YOU AGREE THAT IN NO EVENT SHALL TTT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE LICENCED COURSES BY YOU OR ANYONE ELSE OR FOR ANY INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS AVAILABLE WITH OR THROUGH THE LICENCED COURSE(S), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF TTT FOR ANY REASON WHATSOEVER RELATED TO USE OF THE LICENSED COURSE(S) OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT OR THE LICENSED COURSE(S) SHALL NOT EXCEED $2,000 (USD).
8. INDEMNITY.  You hereby warrant that you shall defend, indemnify, and hold harmless TTT and its affiliates, employees, licensors, agents, directors, officers, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses)  arising out of or resulting from your access to and/or use of the Licensed Course(s) or related to any breach by you of this License Agreement. Such warranty shall survive the termination or expiration of this License for any reason.
9. GOVERNING LAW.  This License Agreement has been made in and will be construed and enforced solely in accordance with the laws of the State of Vermont as applied to agreements entered into and completely performed in Vermont.  Any dispute, controversy, or claim between the parties arising out of or in connection with this License Agreement as to its conclusion, existence, validity, interpretation, performance, or non-performance, breach, termination, and the assessment of damages including claims in tort whether arising before or after the termination of the License Agreement shall be resolved in accordance with this Agreement.  Accordingly, you agree that any action to enforce this License Agreement will be brought solely in the federal or state courts in the County of Chittenden, State of Vermont, U.S.A., and all parties to this License Agreement expressly agree to be subject to the jurisdiction of such courts. 
10. TERM AND TERMINATION.  This License Agreement and your right to access and/ or make use of the Licensed Course(s) will take effect at the moment you sign the agreement or you access, or use the Licensed Course(s), whichever occurs first, and is effective until terminated as set forth below.  This License Agreement will terminate automatically if you fail to comply with any of the terms and conditions described herein, including by exceeding the scope of the license or using the Licensed Course(s) without proper accreditation or credentials.  Termination or expiration of this License Agreement will be effective without notice.  You may also terminate at any time by ceasing to use the Licensed Course(s), but all applicable provisions of this Agreement will survive termination, as outlined below.  Upon termination or expiration for any reason, you shall return, destroy, or delete from your system all copies of the Licensed Course(s) (and any associated materials) in your possession.  The provisions concerning proprietary and intellectual property rights, submissions, confidentiality, indemnity, disclaimers of warranty and liability, termination, and governing law will survive the termination or expiration of this License Agreement for any reason. 
11. MISCELLANEOUS.  The parties agree that this License Agreement is for the benefit of the parties hereto.  Failure to insist on strict performance of any of the terms and conditions of this License Agreement will not operate as a waiver of that or any subsequent default or failure of performance.  A printed version of this License Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this License Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  No joint venture, partnership, employment, alliance, or agency relationship exists between you and TTT as result of this License Agreement or your utilization of the Licensed Course(s).  Moreover, you may not bind TTT in any way or otherwise make any representations or statements for or on behalf of TTT without TTT's separate, express, and written permission.  This License Agreement represents the entire agreement between you and TTT with respect to use of the Licensed Course(s), and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and TTT with respect to the Licensed Course(s).  This License Agreement shall not be assigned or transferred by you without the prior express written consent of TTT.
12. By signing licensing agreement, I attest that I meet the professional criteria for use and am utilizing materials under the license agreements outlined above.
13. The term of this license is 1 year from the date of purchase.

 By checking this box, Licensee agrees to manually or electronically sign this Licensing Agreement within 24 hours of receipt. If Licensee fails to do so, their access will be immediately revoked and any payments made may be determined non-refundable at the discretion of Through to THRIVE LLC.