Power Over Predators License Agreement

This Agreement (“Agreement”) is made between 4FREEDOM, INC., DBA: Power Over Predators, (hereinafter referred to as “Licensor”), with mailing address of PO Box 68888, Tucson, AZ 85737, and the purchaser of the Power Over Predators training resources, (hereinafter referred to as “Licensee”), each hereinafter referred to as a “Party” or collectively as the “Parties”.

RECITALS

 WHEREAS, Licensor is the owner of the intellectual property, POWER OVER PREDATORS TRAINING RESOURCES (hereinafter, “Resources”);

WHEREAS, Licensee wishes to obtain a license to use Asset; and

WHEREAS, Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

LICENSE GRANT AND LIMITATION 
  1. Licensor hereby grants to Licensee an exclusive, non-transferrable, non-assignable, license to use the following Asset solely for the purpose of providing child exploitation prevention education.
  1. Except as expressly provided in this Agreement, Licensee is granted no other rights whatsoever in or to the Asset or any of Licensor’s other products, services, or intellectual property. Licensor reserves all rights and licenses not expressly granted in this
  1. Licensee agrees that, subject to the rights and licenses granted herein, Licensor is and will remain, the sole and exclusive owner of all rights, title, and interested, to Asset and any copies of Assets, whether made by, or on behalf of, Licensor or
CONFIDENTIALITY AND INTELLECTUAL PROPERTY 
  1. Licensee shall not use, disclose, or make available to any third party Licensor’s confidential information, (which may include, but is not limited to Licensor’s intellectual property, information that by nature is confidential, information that is designated as confidential, or information that Licensee should reasonably know is confidential), unless such use, disclosure, or availability is done in accordance with the terms of this
  1. Licensee agrees not to disclose or communicate, in any manner, either during or after Licensee’s agreement with Licensor, proprietary information about Licensor, its operations, clientele, or any other proprietary information, that relate to the business of Licensor including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Licensor.
  1. Licensee will work with Licensor to diligently protect the Asset and its value as intellectual property.
  1. Licensee acknowledges that the above information is material and confidential and that it affects the financial stability of Licensee understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Licensee feels he or she needs to disclose confidential information, he or she may do so only after obtaining written authorization from an officer of the Licensor.
LICENSE USE AND COSTS 
  1. Pursuant to this Agreement and the License Use and Purchase Options (See Attached), Licensee will have the option of purchasing a License and will be subject to the restrictions and obligations of the License Use Options.
DISCLAIMER AND LIABILITY 
  1. To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset. The Asset is provided by Licensor on an “as is” basis, Licensor has not prepared or modified the Asset to meet any specific requirements, and Licensor makes no representation or warranties as to the value, use, sale, or other exploitation of the Asset by Licensor or any third
  1. Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.
  1. Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the
  1. Licensee shall defend, indemnify, hold harmless, and insure Licensor from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Licensee’s part, or from any breach or default of this Agreement, which is caused or occasioned by the acts of Licensee shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement.
WAIVER 
  1. This Agreement may not be altered, modified, or amended in any way except in writing signed by both Parties. Any failure or delay by either Party to exercise any right, power, or privilege hereunder or to insist upon observance or performance by the other of the provisions of this Agreement shall not operate or be construed as a waiver thereof
TERM AND TERMINATION 
  1. The term of this Agreement will commence on the Effective Date and continue for one
  1. Either Party may terminate this Agreement immediately upon delivery of written notice to the other Party specifying clearly the grounds for termination if the other Party commits a material breach of its obligations under this Agreement and fails to cure the breach within 14 days of written notice of the breach is received by the breaching Party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.
  1. The rights and obligations contained in Clauses 4, 5, 6, 7, and 19 will survive termination or expiration of this
NOTICES 
  1. Any notice to be given hereunder by any Party to the other may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after
ATTORNEY’S FEES AND COSTS 
  1. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements incurred both before or after judgment in addition to any other relief to which such Party may be
MEDIATION AND ARBITRATION 
  1. Any controversy between the Parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either Party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration in Tucson, Arizona. Said mediation or binding arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party, as set forth in this paragraph, unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall
CONTAINMENT OF ENTIRE AGREEMENT 
  1. This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto except for any separately signed Confidentiality, Trade Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in conflict with those set forth
SEVERANCE 
  1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  1. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original
REPRESENTATION 
  1. Each Party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any Party hereto or anyone acting on behalf of any Party hereto which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties

GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed by and construed under the laws of the State of Arizona. Jurisdiction and venue for all purposes shall be in Tucson, State of Arizona.

LICENSE USE & PURCHASE OPTIONS 

PARENT, GRANDPARENT OR CITIZEN LICENSEE

  • POWER OVER PREDATORS (POP) LICENSE:
    • License is activated at time of purchase or registration.
    • License is for use of Resources, including printed and digital resources.
    • License is for within the user’s immediate family
  • POP TRAINING RESOURCES
    • Resources may not be shared or duplicated in part or in whole, or be bundled with anything sold or given away.
    • Licensee login credentials may not be shared

SCHOOL OR CHURCH LICENSEE
  • POWER OVER PREDATORS (POP) LICENSE:
    • License is activated at time of purchase or registration.
    • License is for use of Resources, including printed and digital resources.
    • License is for one year and renewed annually.
  • POP TRAINING RESOURCES
    • Resources may not be shared or duplicated in part or in whole, or be bundled with anything sold or given
    • Resources may not be altered in any way, other than changes made by Licensor at the request of the Licensee (fees may apply).
    • Licensee account login credentials may not be shared
  • LOSS OF LICENSE:
    • Licensee may forfeit their license in the event the Licensor receives complaints of inappropriate practices or behaviors by Licensee. Upon receiving a complaint, Licensor will notify Licensee and give Licensee 15 days to address the complaint. Unsatisfied complaints may result in loss of License.

 NONPROFIT OR NONGOVERNMENTAL ORGANIZATIONS 

  • POWER OVER PREDATORS (POP) LICENSE:
    • License is for use of Resources, including printed and digital resources.
    • License is activated at time of purchase or registration.
    • License is for one year and renewed annually.
  • POP TRAINING RESOURCES
    • Resources may not be shared or duplicated in part or in whole, or be bundled with anything sold or given
    • Resources may not be altered in any way, other than changes made by Licensor at the request of the Licensee.
    • Licensee login credentials may not be shared
  • RESELLING POP:
    • Licensee may market and sell POP Resources to school or
    • Since Licensee purchases Resources at a significantly reduced price, Licensee may resell Resources to schools and churches at a cost not to exceed the current price listed on the POP website.
    • Licensee keeps any profits made in such sales.
    • Applies only to reselling to schools and churches
    • Licensee may not sell Resources to any individual or organization that is not a school or church
  • SELLING RESOURCES  TO SCHOOLS OR CHURCHES
    • As a means to promote and sell Resources to Schools and Churches, Licensee may provide one onsite POP Presentation to a student group in  any one school or church.  This does not include preliminary presentations  made to leadership groups within the school or church.
    • Online versions of the course may not be used by a school or church without a license at any time.
    • Schools and churches using POP Resources must do so under their own license. Licenses cannot be shared.
  • PRESENTING TO OTHER AUDIENCES:
    • Licensee may present POP to any community-based audience that is not a school or church, such as healthcare, mental health, law enforcement, social services, government, community service, youth organization, etc.
  • REPORTING & SURVEYS
    • Each quarter, Licensee will endeavor to report to Licensor on POP presentations given:
    • Report shall include dates, location, type of presentation, type of audience, number of participants.
    • As able, Licensee will submit student feedback information to Licensor.
  • LOSS OF LICENSE:
    • Licensee may forfeit their license in the event the Licensor receives complaints of inappropriate practices or behaviors by Licensee. Upon receiving a complaint, Licensor will notify Licensee and give Licensee 15 days to address the complaint. Unsatisfied complaints may result in loss of License.