Licensing Agreement

RETREATBOSS™ LICENSE AGREEMENT

IMPORTANT: BY VISITING RETREATBOSS™ WEBSITE AND SELECTING DIGITAL COACHING CLASSES (“THE PROGRAM”) YOU (THE “LICENSEE”) ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS:

PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE APPLYING TO RETREATBOSS™ CLASSES OR DOWNLOADING THE SOFTWARE (IF APPLICABLE) ACCOMPANYING THIS LICENSE. BY USING RETREATBOSS™ OR DOWNLOADING A SOFTWARE TRAINING COURSE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE RETREATBOSS™ OR SIGN UP FOR ANY PROGRAMS OR CLASSES.

1. General.
(a) This is part of the RetreatBoss™ Coaching Program which is owned and operated by RetreatBoss™. (“Licensor”). In order to use this program (the “Program”), you must first agree to the following terms and conditions (the “Terms and Conditions”). Please review the Terms and Conditions carefully.


(b) RetreatBoss™, at its discretion, may make available future Program Updates. The Updates, if any, may not necessarily include all existing program features or new features that RetreatBoss™ releases for newer modules. The terms of this License will govern any Updates provided by RetreatBoss™ that replace and/or supplement the Original Coaching Class module or product unless such Update is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions:
(a) Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to participate in the Digital Coaching Program and you will receive RetreatBoss™ registered profile username login and set up your password credentials once payment has been received. You may not, and you agree not to or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Program or any services provided by the Website Platform or any part thereof.

(b) RetreatBoss™ will retain all right, title and interest in and to the Application Platform and the Program worldwide including, without limitation, ownership of all copyrights, trademarks, patents, look and feel, trade secret rights and any other intellectual property rights recognized under any applicable law. RetreatBoss™ reserves the right to make such modifications to the Program from time to time as it deems advisable in order to enhance the functionalities or appearance of the Program at its discretion.

(c) You agree to use the Program Platform and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Curriculum and Services. Features of the Program and the Services may not be available in all languages or regions, some features may vary by region, and some may be restricted or unavailable from your service provider.

(d) Use of the Program requires a unique username and password combination, known as a RetreatBoss™ ID. A RetreatBoss™ ID is also required to access certain features of the Program and Services.


(e) RetreatBoss™ Digital Certification: Upon successful completion of Program Curriculum, you will receive a Certification. This Certification is not a Degree nor claims to provide credit or affiliation with any Educational Institution. This is a training program only. It is not a partnership, membership, or affiliation. 

Client success is dependent on their effort and implementation of their knowledge. Your success is not dependent strictly on the RetreatBoss™ program. No refunds are possible once Program has been purchased and access to Digital Content been granted.

 

(f) If you have received access to the Program through a free trial demo or promotion, you agree that RetreatBoss™ maintains the right to revoke, extend, or shorten your trial period at its sole discretion without the need to notify users prior to alteration.

3. Transfer. You may not rent, lease, lend, sell, redistribute, or sublicense the Program. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity.


  1. Consent to Use of Data. When you sign up for the Program certain unique identifiers for your profile are sent to RetreatBoss™ in order to facilitate the various communication features of the Platform. RetreatBoss™ may hold your information for a limited period of time. At all times, your information will be treated in accordance with RetreatBoss™ Privacy Policy, which can be viewed at: http://www.RetreatBoss™.com/legal/privacy/.

    5. Services and Third-Party Materials Limitation of Liability:
    (a)
    You agree to use the Services and enroll in Program at your sole risk and indemnify, defend and hold harmless RetreatBoss™, its directors, officers, agents and representatives, and employees from and against any claims, suits, actions, proceedings, damages, losses or liabilities, costs or expenses (including reasonable attorneys’ fees and expenses) arising from or relating in any way to: any claim by a third party for personal injury or property damage of whatsoever nature related to or involving affiliates, agents, principals, or licensors shall have no liability to you. RetreatBoss™ reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are obligated to indemnify RetreatBoss™. If RetreatBoss™ chooses to assume the defense of any matter that is subject to indemnification by you, you will cooperate with RetreatBoss™.

    (b) Certain Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. By using the Services, you acknowledge and agree that RetreatBoss™ is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or web sites. RetreatBoss™, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials, or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

    (c) To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material that is owned by RetreatBoss™, the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information, or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or RetreatBoss™. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that RetreatBoss™ is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

 

  1. PROHIBITED CONTENT:

(a) You agree that you will not upload, post, or otherwise distribute or publish through the Program any text, communications, data, or other information (“Content“) (i) that is unlawful, threatening, abusive, degrading, libelous, defamatory, harassing, tortious, racially, ethnically or otherwise objectionable, (ii) that is sexually explicit or indecent (including, without limitation, graphic or indecent sexual language of a threatening or harassing nature directed at any individual or group); (iii) that constitutes or encourages conduct that would give rise to civil liability or violate law; (iv) that violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity or any other proprietary right; (v) that contains a virus or other harmful component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or that is designed to obtain unauthorized access to any information; (vi) for which you do not have all necessary rights and licenses to transmit under any law or under any contractual or fiduciary relationship; or (vii) that constitutes or contains false or misleading indications of origin or statements of fact. You also agree that you will not harvest or collect information about any users of the Program or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or other communications.

(b) RetreatBoss™ generally does not, and will not be obligated in any way to, pre-screen, monitor or edit any Content posted by users of the Program. However, RetreatBoss™ reserves the right to remove any Content that, in its sole discretion, does not comply with these Terms and Conditions or is otherwise harmful, objectionable, or inaccurate. However, RetreatBoss™ will in no event be liable for any failure or delay in removing any such Content.

7. Termination. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from RetreatBoss™ if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Program Software. Sections 4, 5, 6, 7, 8, 9, 10 and 12 and 13 of this License shall survive any such termination.

8. Disclaimer of Warranties:
8.1   YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. 

8.2   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE  SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND RETREATBOSS™ AND RETREATBOSS™’S LICENSORS (COLLECTIVELY REFERRED TO AS “RETREATBOSS™” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE  SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

8.3    RETREATBOSS™ DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE  SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE  SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE  SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE  SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE  SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS RETREATBOSS™ PRODUCTS AND SERVICES. 

8.4   NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RETREATBOSS™ OR AN RETREATBOSS™ AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE  SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. 

9. Limitation of Liability.TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL RETREATBOSS™, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE  SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE  SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF RETREATBOSS™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

  1. MARKETING, ADVERTISING AND PROMOTION:

Approval of Materials.  All advertising, promotion and publicity material or other items bearing the Licensed Product Marks must be approved in writing by RetreatBoss™ prior to use. All notices and approvals must be in writing.  Advertising, promotion, and publicity prepared for use on websites must not only be approved by RetreatBoss™ but must be used in its entirety and may not be changed, altered, or edited in any way when presented on such websites. 

  1. ASSIGNMENT:

You the licensee has no right to assign this Agreement or to sublicense the Licensed Products and or Program.  Any agreement or attempt by Licensee to assign or sublicense rights shall be deemed a material breach of this Agreement and otherwise shall be void and of no force or effect.  RetreatBoss™ the Licensor retains the right to assign its rights under this Agreement and this Agreement shall inure to the benefit of Licensor’s successors and assigns.

  1. CONFIDENTIAL INFORMATION:

12.1         The Licensee acknowledges that certain material and information made available to the Licensee by the Licensor in the performance of the Services (the “Confidential Information”) will be of a confidential nature.  The Licensee recognizes that the Confidential Information is the sole and exclusive property of the Licensor, and the Licensee shall use its best efforts and exercise utmost diligence to protect and maintain the confidentiality of the Confidential Information.

12.2 The Confidential Information is and shall remain the sole and exclusive property of RetreatBoss™ the Licensor regardless of whether such information was generated by the Licensee or by others.

  1. INTELLECTUAL PROPERTY OWNERSHIP:

13.1 All Intellectual Property Rights on the Licensed Product and supplemental materials shall exclusively vest with RetreatBoss™ the Licensor and nothing under this Agreement shall be deemed to transfer any rights on the Licensed Product or supplemental materials from the Licensor to the Licensee or any third party in connection with the Licensee.

13.2 All Intellectual Property Rights held by the Licensor, prior to this agreement or independently created during the subsistence of this agreement and jointly created after the implementation of this Agreement shall be exclusive property of the Licensor.

  1. Other Digital Certificates. The Software contains functionality that allows it to accept digital certificates either issued from RetreatBoss™ or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY RETREATBOSS™ OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RETREATBOSS™ MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.
  1. PERSONAL INFORMATION PROTECTION:

Licensee agrees to comply with (a) compliance with applicable personal information protection laws nationally and internationally; (b) prohibitions regarding the unauthorized use and disclosure of personal information; (c) restrictions regarding the transfer of personal information; (d) requirements for the security of personal information; (e) providing access to personal information; and (f) the return or deletion of personal information upon termination of the service agreement.

  1. NON-SOLICITATION.

Licensee shall not, whether as principal, agent, officer, director, employer, employee, consultant, partner, member or shareholder of any firm, corporation or other entity or group, or in any individual or representative capacity whatsoever or otherwise, directly or indirectly, solicit the trade of, or trade with, any customer, prospective customer, supplier, or prospective supplier of the Company or any of its affiliates for any business purpose other than for the benefit of RetreatBoss™.

  1. NO AGENCY

This Agreement gives no authority to the Licensee to act for the Company as its agent or make commitments on behalf of RetreatBoss™ the Licensor unless in strict accordance within the purpose of this Agreement and with Licensor knowledge and written authorization.

18. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of Canada, and the province of Quebec excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this License will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

19. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and RetreatBoss™ relating to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by RetreatBoss™. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.


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