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Terms and Conditions
<br /> A. Grant of Rights.FranklinCovey grants Client a limited,non-exclusive,non-transferable,revocable license for the Passholders,for whom fees have been
<br /> paid,to(a)print or download from FranklinCovey's web-based platforms,the participant and facilitator Materials as they exist(collectively"Materials");
<br /> and(b)create"Compilations,"which means a Passholder's right to take portions of the downloadable Materials and use them in accordance with the
<br /> terms of this Agreement and specifically in accordance with the Guidelines attached hereto as Exhibit A.
<br /> B. Limitations to Grant of Rights.Client agrees not to make,or allow its employees to make,Derivative Works(defined by U.S.Copyright Law, 17 U.S.C.
<br /> §101,as amended).Client will effectively communicate to its Passholders that the Materials are copyright-protected and the proprietary property of
<br /> FranklinCovey,and that neither Client nor its employees shall file share,distribute to a third party,or publicly post(Slide Share,YouTube,etc.)any of
<br /> the Materials except as provided for herein.Client acknowledges and agrees that it will take commercially practicable means as technologically feasible,
<br /> to prevent the Materials from being used or accessed without proper authorization.Materials designated as"Facilitator Materials"are intended for use
<br /> by Passholders certified to deliver the FranklinCovey Solutions. Non-Passholders are not eligible for Passholder pricing.Training must be delivered and
<br /> participant Materials consumed during the License Term.
<br /> C. Term.This Agreement shall commence on the License Start Date and continue as indicated in the table above(all terms in the table are collectively
<br /> referred to as the"Initial Term")and is non-cancelable except for a material breach as described in"Termination and Events of Termination"below.
<br /> D. Termination and Events of Termination.Either party may terminate this Agreement with 30 days written notice of a material breach of this Agreement
<br /> only,if uncured within such 30 day period. Upon termination of each Passholder license,such Passholders shall immediately(a)discontinue all use of
<br /> the FranklinCovey Solutions;(b)discontinue all use of Compilations;and(c)remove all FranklinCovey content from Compilations which were blended
<br /> with Client content.Notwithstanding the foregoing, Passholders who received the Participant materials prior to termination may continue to use them
<br /> for their personal use to apply the concepts learned from a FranklinCovey Solution.
<br /> E. Fees and Payment Terms. Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described above at the beginning of each license
<br /> term and within 30 days of the receipt of an invoice.Additional products and/or Services ordered under this Agreement shall be payable when
<br /> delivered.Pricing does not include applicable sales and use taxes,shipping&handling fees,or travel expenses,which are the responsibility of the Client.
<br /> Interest shall accrue on all delinquent accounts at the rate of 1.5%per month.Pricing is subject to an increase after the Initial Term and annually
<br /> thereafter.
<br /> F. Returning Participant Materials.Participant materials shipped from and delivered to locations in the U.S.and Canada are eligible for refund if returned
<br /> unused to FranklinCovey within thirty(30)days of purchase.Customized products and electronic participant materials are not accepted for return or
<br /> exchange.Participant materials shipped from and delivered to locations outside the U.S.and Canada are not eligible for a refund.
<br /> G. Third Party Restrictions.The facilitator videos,Jhana:Bite Sized Learning for Learners,FranklinCovey InSights,and FranklinCovey Excelerators may not
<br /> be modified or edited in any way.Certain facilitator program videos may not be embedded into the facilitator PowerPoint.Digital access is not available
<br /> with certain ancillary participant materials.These program videos and materials,including,but not limited to Creative Juicers,FranklinCovey Style Guide,
<br /> Managing Essentials,Leadership Essentials,and Leadership Foundations Handbook,may be purchased separately,upon request.
<br /> H. Copyright. Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey Solutions,
<br /> Materials,and training sessions,including,but not limited to,any related documentation,images,animation,sound, music,and text,and Client shall
<br /> communicate the same to Participants. Any unauthorized use,reuse,copying,reproduction,recording,transmittal,modification,or revision of the
<br /> FranklinCovey Solutions, Materials,or training sessions is expressly prohibited and will constitute a breach of this Agreement and/or copyright laws.
<br /> I. Insurance. FranklinCovey will maintain commercial general liability and professional liability insurance,in the amount of$1,000,000 per policy,during
<br /> the term of this Agreement.FranklinCovey agrees to provide Client with a certificate of such insurance upon request.FranklinCovey shall provide thirty
<br /> (30)days'written notice in the event of a change or cancellation of its policy coverage.
<br /> J. Limitation of Liability. FranklinCovey does not make any warranty,guarantee,or representation,either express or implied(1)regarding the
<br /> merchantability or fitness for a particular purpose of the FranklinCovey Solutions,or(2)that certain results may be obtained in connection with the use
<br /> of the FranklinCovey Solutions.FranklinCovey does not assume any responsibility for any damage or loss caused by the misuse of the FranklinCovey
<br /> Solutions,the misuse of software,hardware or systems of any third-party or Client. FranklinCovey shall not be liable for any consequential,incidental or
<br /> punitive damages arising from this Agreement or the FranklinCovey Solutions provided hereunder. FranklinCovey's aggregate liability to Client in
<br /> relation to any claims arising under this Agreement shall not exceed the total amount paid to FranklinCovey under this Agreement.
<br /> K. Force Majeure.Neither Client nor FranklinCovey shall be required to perform any term,condition,or covenant of this agreement so long as such
<br /> performance is delayed or prevented by acts of God,material or labor restriction by any governmental authority,civil riot,floods,hurricanes,or other
<br /> natural disasters,or any other cause not reasonably within the control of Client or FranklinCovey.
<br /> L Data Privacy.During the course of this Agreement,FranklinCovey will process Personal Data(defined herein)on behalf of Client.FranklinCovey agrees
<br /> to comply with all laws and regulations as prescribed by the European Union GDPR,California Consumer Privacy Act(CPPA),and the Freedom of
<br /> Information and Protection of Privacy Act(FIPPA).If Client requires the parties enter into a Data Processing Addendum, FranklinCovey will send such
<br /> addendum for Client to fill in and sign.As used in this Agreement"Personal Data"means all data that is defined as'personal data'under EU Data
<br /> Protection Laws and to which EU Data Protection Laws apply,and to which CCPA and FIPPA laws apply,and which is provided by Client to FranklinCovey,
<br /> and accessed,stored or otherwise processed by FranklinCovey.
<br /> M. Entire Agreement. This Agreement represents the entire understanding between the parties and supersedes all prior agreements,whether written or
<br /> oral,relating to the subject matter hereof.In the event any terms contained in any subsequent purchase order(or similar document)sent or received in
<br /> connection with this Agreement are inconsistent with the terms of this Agreement,the terms of this Agreement shall prevail.This Agreement may only
<br /> be modified or amended in writing signed by a duly authorized representative of each party.
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