SVI, LLC

This License Agreement (hereinafter "Agreement"), entered by and between SVI, LLC, (hereinafter, Company”) and the Customer/Licensee on the day Customer/Licensee accepts these terms by checking the “I agree to the Services Agreement” checkbox as part of the Shopify checkout process, (hereinafter “Effective Date”) and is for the sale and purchase of certain copyrighted training materials/courses developed by Company pursuant to the terms and conditions stated below.

 WHEREAS, Customer wishes to purchase the non-exclusive right to use, for Customer and Customer employees benefit only, certain copyrighted training materials/courses (collectively referred to hereinafter as “Services”) licensed by Company;

WHEREAS, Customer understands that pursuant to the terms and conditions stated herein, Company is selling to Customer the non-exclusive right to use said Services, but it is expressly understood that Customer shall not, without prior written authorization of Company, allow any third party to use in any way or gain access to any of Company’s copyrighted training materials/courses;

WHEREAS, Customer shall not use any Services provided hereunder for commercial gain; this includes but is not limited to opening any course up for third-party participation or disseminating course materials to any third party, including affiliate businesses or other business partners;

WHEREAS, Customer understands that the term of this Agreement is twelve (12) months and shall automatically renew pursuant to Section 5 of this Agreement. 

1. DESCRIPTION OF SERVICES. Beginning on the Effective Date of this Agreement, Company will provide to Customer the materials and services listed in the shopping care and described below. This includes one or more of the courses listed below:

Course Name	Annual Course Price (USD)
Adaptability – “Chaos can’t touch this.”	$3,250.00
Business Acumen – “Know your stuff so you can strut your stuff.”	$3,250.00
Collaboration – “It’s more than playing nice.”	$3,250.00
Communication – “The art of avoiding fender benders.”	$3,250.00
Customer Focus – “Seeing from the inside out.”	$3,250.00
Decision Quality – “Going beyond the easy button.”	$3,250.00
Developing Self & Others – “A routine improvement.”	$3,250.00
Drive for Results – “Put the pedal to the medal.”	$3,250.00
Innovation – “Cannonballing into the swamp.”	$3,250.00
Integrity – “An investment in trust.”	$3,250.00
Organizational Agility – “Because work happens.”	$3,250.00
Strategic Agility – “Seeing and shaping your future.”	$3,250.00

The selected Services shall be provided to Customer to facilitate one or more of the following training materials/courses by the Customer only.

Additionally, Customer understands that the Services referenced above do not entitle Customer to any training and/or support. However, Company can and will offer Customer separate training and/or support services pursuant to a separate fee arrangement and under a separate agreement.

2. PAYMENT. Upon execution of this Agreement, immediate payment shall be made by Customer to Company in the amount as indicated on the shopping cart and purchased by Customer under this agreement.
   
   Customer agrees to pay Company as follows:
   
   Customer shall pay for any and all courses, as indicated above, at the time of purchase and shall pay any and all subscription renewals on the anniversary date, which shall be exactly twelve (12) months after the Effective Date as stated herein, unless the subscription is canceled pursuant to Section 5 of this agreement.
   
   Late and overdue accounts will incur a monthly collection charge of two percent (2%) interest per month, or the maximum percentage allowed under applicable laws, whichever is less. Should Company have to initiate collection efforts against Customer to collect any sums owed hereunder, the Customer shall pay all costs of collection, including without limitation, reasonable attorney fees.
   
   In addition to any other right or remedy provided by law, if Customer fails to pay for the Services when due, Company has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies as described below under "Remedies on Default."
   
   
3. METHOD OF PAYMENT. Customer will provide Company with a valid credit card (Visa, MasterCard or AMEX) for the term of this Agreement. Customer understands that this account, and any account replacing this account in the future, will be billed for all related charges pursuant to this Agreement. Minimum sign-up period is one year. Payment and payment method information must be received by Company before any services are provided hereunder.
   
   
4. TERM. This Agreement shall become effective upon execution by both parties and shall be effective for exactly twelve (12) months. Thereafter, this Agreement shall automatically renew upon the same terms contained herein unless Customer gives Company notice of its intent not to renew no later than 30 days prior to the renewal date.
   
   
5. CONDITIONS FOR RENEWAL/NONRENEWAL. This Agreement shall automatically renew, pursuant to identical terms and conditions as stated herein, exactly twelve (12) months after the Effective Date of this Agreement unless Customer gives proper notice, pursuant to Section 12 of this Agreement, no later than 30 days prior to the expiration of the term stated herein, indicating Customer wishes to cancel and not renew this Agreement for any additional term.
   
   Company shall have the right, for any renewal period, to increase the price of any courses listed in this Agreement in an amount equal to the prior year’s Consumer Price Index (CPI) as stated by the U.S. Bureau of Labor Statistics; however, such increase in any single renewal period shall never exceed five percent (5%) of the prior year’s price per course.
   
   
6. IN EVENT OF NONRENEWAL. Upon proper notice of nonrenewal of any previously purchased Service, Customer shall either immediately return to Company, or, delete, destroy and terminate the use of any such Service(s) and Company work product not renewed, including but not limited to any and all course facilitation materials, within Customer’s possession. However, Customer employees shall be entitled to retain possession of any participant course materials obtained prior to the date of nonrenewal, but any unused portion of such participant materials shall be returned or destroyed immediately upon nonrenewal. Additionally, Customer shall provide notice to Company upon successful deletion, destruction and termination.
   
   
7. WORK PRODUCT OWNERSHIP. All Services, as stated herein, as well as any copyrightable works, documents, handouts, training materials, ideas, discoveries, inventions, patents, products, or other information (collectively "Work Product") developed in whole or in part by Company and provided to Customer in connection with the Services, as referred to herein. Work Product will be and will always remain the exclusive property of Company.
   
   Customer understands and agrees not to modify, translate, reverse assemble or reverse engineer, in whole or in part, any Services and/or Work Product provided to Customer pursuant to this Agreement. Additionally, Customer shall not rent, sell, time-share, lease, sublicense, transfer any rights to, copy, disclose, display or otherwise make available for general consumption or viewing by third parties, any Services and/or Work Product provided by Company or copies thereof to any others, except as provided herein.
   
   Customer shall have a personal, nonexclusive, nontransferable, limited license to use and view such content and materials for purposes of facilitating courses purchased pursuant to this Agreement and in accordance with the terms and conditions set forth herein. Customer may make copies of any materials so provided by Company and provide such to any and all Customer-authorized participants. Customer acknowledges and agrees that Customer has no right to, and will not, sell, assign, license, convey, transfer, publish, or distribute training materials or copies of recorded lectures, or any parts thereof, to others via any medium without the express prior written consent of Company.
   
   
8. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
   
   The failure to make any required payment when due as required hereunder, either initially or upon automatic renewal.
   
   The insolvency or bankruptcy of either party.
   
   The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
   
   
9. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten (10) days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
   
   
10. CONFIDENTIALITY. Customer, nor its employees, agents or representatives, will not at any time or in any manner, either directly or indirectly, use for its own personal benefit, or divulge, disclose, or communicate in any manner, any information that is proprietary to Company. Customer and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
    
    
11. NO WARRANTY OR LIABILITY. Company shall not be liable or responsible for maintaining or updating the course materials, nor for correcting any errors found therein. The course materials are expressly provided in a “AS IS” condition without any warranty of any kind, either express, implied, or statutory, including, but not limited to: 1) any warranty that the course materials will conform to specifications; 2) any implied warranties of merchantability, fitness for a particular purpose, or freedom from infringement; 3) any warranty that the work will be error free or virus free, or 4) any warranty that any documentation, if provided, will conform to the course materials.
    
    In no event shall Company, or any Company representatives, be liable to Customer or Customer employee, representative or invitee for any damages, including, but not limited to, direct, indirect, special or consequential damages arising out of, resulting from, or in any way connected with the course materials or any associated documentation, whether or not based upon warrantee, contract, tort, or otherwise, whether or not injury was sustained from, or arose out of the results of, or use of, the materials or any associated documentation.
    
    
12. NOTICES. If either party to this Agreement shall be required to give notice to the other party, pursuant to any section of this Agreement, such notice shall be made to the other party at the electronic mail address specified in this Agreement or such other address as either party may specify in writing.
    
    
13. ASSIGNMENT. Neither party may assign or transfer this Agreement without prior written consent of the other party.
    
    
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
    
    
15. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
    
    
16. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
    
    
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
    
    
18. APPLICABLE LAW. This Agreement shall be governed by and construed according to the laws of the State of Arkansas without reference to its conflicts of law principles.
    
    
19. VENUE. The parties agree that any claim or dispute must be resolved by a court of competent jurisdiction located in Washington County, Arkansas; further, both parties agree to submit to the personal jurisdiction of the courts of Washington County, Arkansas, for the purpose of litigating all such claims or disputes of whatever nature.
    
    
20. ATTORNEY REVIEW. Both parties to this Agreement expressly acknowledge that they understand that by affixing their signatures hereto that they are responsible for having read and understood this agreement in its entirety, understand the legal rights and consequences afforded hereunder and have been given the opportunity to seek advice and counsel from an attorney of their choosing.
    
    
21. SIGNATURES. Upon checking the “I agree to the Services Agreement” checkbox as part of the Shopify checkout process the, this Agreement shall be considered signed by an Authorized Representative on behalf of Customer and shall be considered effective as of the date stated above.