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WISDOM Institutional License Agreement

Adventures in Wisdom™ WISDOM Institutional License Agreement
BY SIGNING THIS AGREEMENT OR BY CONTINUED USE OF THE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION OUTLINED BELOW.
This Agreement contains the complete terms and conditions that apply to you using Adventures in Wisdom copyrighted materials under the WISDOM Institutional License Agreement (this “Agreement”).
This Agreement between Adventures in Wisdom™ (“Us”, “We”, or “Our”) and you (“You” or “Your”) as a purchaser of the WISDOM Institutional License (the “License”) sets out the respective rights and obligations between You and Us in connection with the Adventures in Wisdom Life Coaching Program for Kids™ (the “Program”). You must accept and agree to this entire Agreement to obtain a WISDOM Institutional Member (a “Member”). Your acceptance is shown by your purchase of the WISDOM Institutional License and your electronic signature.
“Licensed Materials” refers to the supporting materials utilized in the Program which includes all of the material listed in Appendix A.
We reserve the right to and may refuse to provide this license to anyone and to change this Agreement at any time. If we make any changes to this Agreement, we will notify you via email at the email address provided by you in your online profile. You can also see a copy of this Agreement at any time at:https://adventuresinwisdom.com/wisdom-institutional-license-agreement. Your continued use of this Site, or the Adventures in Wisdom Life Coaching Program for Kids™ will constitute your agreement to be bound by this Agreement, as amended.
1. Ownership
You acknowledge and agree that the Licensed Materials (defined below) are the exclusive and sole property of Us and You agree that you will not, in any manner, contest the ownership or validity of Us relative to any intellectual property including trademarks and copyrights subsisting in the Licensed Materials or the Program.
Your Limited Right to Use Adventures in Wisdom™ Program Materials and Our Trademarks
(a) As a purchaser of the License who has paid the license fee in full, You will receive one complete electronic copy of the Program (collectively, the “Licensed Materials”). Upon receipt of payment of the fee, We will grant You a non-exclusive, terminable, and non-transferable license to use Your purchased copy of the License Materials only in connection with (i) delivering Your own one-on-one consulting or coaching within your organization, or (ii) delivering Your own workshops or training classes within your orgnaization; provided, however, you comply with Sections 2 and 4 below regarding duplication of the Licensed Materials. For the term of this Agreement, You may incorporate information from the Licensed Materials in Your coaching or other professional practices but you may not (i) copy the materials directly into your own work to distribute them to your clients (they must purchase the materials online through Us) unless otherwise provided in this Agreement, or (ii) claim the content or Licensed Materials as your work or your own creations (you must provide credit to Us for the content and Licensed Materials).
(b) You acknowledge and agree that:
We are the exclusive owner of all rights in and to the Licensed Marks (defined below). You will not use any of the Licensed Marks or any other names or trademarks owned by Us, other than as You are permitted to use the Licensed Marks under this Agreement. Upon completion of the certification requirements and becoming a Member, We will grant You a non-exclusive and non-transferable license to use the Licensed Marks only in the following limited manner: (i) you can identify yourself in marketing materials, on your website, on your resume and business stationery as a Certified WISDOM Coach™, and (ii) if you will be conducting programs using our Licensed Materials, you can use all of the Licensed Marks in connection with marketing and delivering the programs. You cannot incorporate any of the Licensed Marks or any parts thereof into Your business name, corporate name or Internet domain name.
As used herein, the term “Licensed Marks” means the trademarks and service marks owned by Us, including, but not limited to WISDOM Coach™, the WISDOM Coach™ logo, Adventures in Wisdom™, the Adventures in Wisdom Logo, and “Wyatt the Wise Wizard™”.
We are the exclusive owner of the Adventures in Wisdom Life Coaching Program for Kids and the WISDOM Coach methodology and technology (Adventures in Wisdom Technology) taught in the program. You may only use the Adventures in Wisdom Technology under a non-exclusive, terminable, and non-transferable license from Us.
You will only deliver programs using Adventures in Wisdom Technology one-on-one, face-to-face, in in-person group settings, or by conventional telephone, and not by any recorded, broadcast, cablecast, web cast or other means involving the temporary or permanent recordation or live transmission of the Licensed Materials without prior written approval by Us. You agree that you will not permit any participant of any program You give that incorporates any content from any of the materials we provide you with to record any portion of the program in any media using any technology or device now in existence or which later comes into existence.
Anytime you use a component of the Adventures in Wisdom™ program, such as a story or activity, that you acknowledge the source of the material as being from Adventures in Wisdom™.
2. Use and Duplication of Licensed Material
You may not make paper or electronic copies of the Adventures in Wisdom Life Coaching Program for Kids™ curriculum; provided, however, you may make copies for your own personal use. For use in Your business, You may only make copies of the materials listed in Appendix B located on the WISDOM Coach Resource Center Webpage that only WISDOM Coach Licensees and WISDOM Institutional Members have access to. You can see a list of materials that may be duplicated in Appendix B. More materials may be added at any time. You will be provided access to these materials upon becoming a Certified WISDOM Coach. You may not copy any other materials for use by Your clients. Your clients must purchase Adventures in Wisdom materials as set forth in Section 4 below. However, you may use your set of Adventures in Wisdom materials with your clients for your coaching sessions or for display at any workshops or group sessions.
You may not represent yourself as the author or sole provider of any of the Licensed Materials or Adventures in Wisdom Technology or any other aspect of the Program.
You may not include Adventures in Wisdom™ materials in Your published work without a separate written consent from Us.
3. Modifications of Licensed Material
Unless You obtain the prior written consent of Us, You may not modify nor change the Licensed Materials or the Licensed Marks in any manner.
4. Selling Adventures in Wisdom™ Licensed Materials
You may not directly sell the Adventures in Wisdom Licensed Materials to Your clients. You must either send Your clients directly to Our website (https://www.AdventuresinWisdom.com) or send them to Our website by using Your Affiliate link if You are participating in the Adventures In Wisdom Affiliate program.
5. Branding and marketing
You may not create or design Your branding, website, or marketing materials in a manner which resembles Our branding, website, or marketing materials or in any manner that may lead customers to believe You are Adventures in Wisdom™ (www.AdventuresInWisdom.com) or any other affiliated business. You may not market your services as a keynote speaker or workshop leader for Adventures in Wisdom™, or produce videos, audio recordings of You or others using the Licensed Materials without prior written consent. You may state that you use materials from Adventures in Wisdom™ in Your own program.
6. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
7. Business Relationship
You agree that You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and Us. You will have no authority to make or accept any offers, representations or business on Our behalf. You have no authority to act in any way as a representative of Us, or to bind Us to any third party. You will not make any statement, whether on Your website or any other website or in any marketing materials, products, handouts or other materials, that reasonably would contradict anything in this Section.
You may not assign any of your rights or obligations under this Agreement to any party without Our prior written consent.
8. Limited Warranties and Liability Limitation
Unless You obtain the prior written consent of Us, You may not modify nor change the Licensed Materials or the Licensed Marks in any manner.
(a) We represent and warrant that (i) We have the right and authority to enter into this Agreement and to grant the licenses herein, and (ii) Your authorized use of the Licensed Materials shall not infringe or violate the rights of any third parties. WE MAKE NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY, OR THAT ANY OF THE LICENSED MATERIALS OR ANY OTHER MATERIALS WE PROVIDE YOU ARE ERROR OR OMISSION FREE, OR THAT YOUR USE OF ANY ASPECT OF THE PROGRAM WILL RESULT IN SUCCESS FOR YOU NO MATTER HOW SUCCESS IS MEASURED OR DEFINED.
(b) EXCEPT AS PROVIDED IN THIS SECTION BELOW, WE ARE NOT RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, THE LICENSED MATERIALS, THE LICENSED MARKS, THE PROGRAM OR ANY OTHER INFORMATION OR DOCUMENTATION PROVIDED BY US UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS; OR (II) ANY MATTER BEYOND OUR REASONABLE CONTROL. IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT IS LIMITED TO ANY FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, WE HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM CONDITIONS BEYOND OUR CONTROL.
(c) You represent and warrant that: (i) no further approval (corporate or otherwise) is necessary for you to be bound by this Agreement, (b) You have the legal power, authority and right to enter into and perform Your obligations under this Agreement, and (c) Your execution of, delivery of and performance under this Agreement does not constitute a violation of any oral or written agreement to which You are a party or by which You are bound.
(d) You also acknowledge and agree that the Program is a coaching program, and that We do not make any representations or guarantees whatsoever as to whether You will be successful in using the Licensed Materials or in Your business. You are solely responsible for obtaining clients, marketing your business, setting up and holding workshops, and all associated components of building a profitable business. We do not have any liability of any kind with respect to Your use of the Licensed Materials or any other aspects of the Program.
9. Indemnification
You are fully responsible for Your use of any aspect of the Program in Your professional business or practice and in the conduct of Your business or practice. Accordingly, if We are sued or a legal claim, demand, liability, loss, fine, penalty or action (collectively, a “Claim”) is made against Us by any person or party resulting from Your activities, actions, or omissions, whether or not the claim or lawsuit involves Your use of the Licensed Materials or any other aspect of the Program, You agree to defend Us against such Claim, and to indemnify and hold Us harmless from any claims, losses, liabilities, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings.
10. Term and Termination
The licenses granted to You in this Agreement will begin on the date on which You sign this Agreement and pay the requisite fees and will continue for a period of one year unless terminated or extended sooner pursuant to this Agreement. The term stated above (the “Initial Term”) will be automatically renewed for successive one-year periods (each, a “Renewal Term”), commencing on the date that is the end of the Initial Term, and on each anniversary date thereafter, unless terminated or extended sooner pursuant to this Agreement or unless either party provides notice to the other party within 30 days prior to the termination of the Initial Term or Renewal Term of its intent not to renew this Agreement; provided, however, that this Agreement will not automatically renew if You fail to timely pay the required $497 renewal fee for the License.
Except as otherwise provided, this Agreement and any Licenses granted to You may be immediately terminated prior to the expiration of any Initial Term or Renewal Term:
a. You fail to carry out duties and responsibilities specifically delineated in this Agreement and, when informed of such failure by Us, you fail to remedy such deficiencies within 10 days of such notice,
b. You breach this agreement and fail to remedy such breach within 10 days of receiving Our written notice of such breach,
c. You are charged or convicted of a felony,
d. Your behavior constitutes misconduct that offends Our ethics or traditions of the Program or brings discredit or harm to the reputation of Us or the Program,
e. You commit an act of fraud, dishonesty, theft, unethical business conduct, moral turpitude or conduct that impairs or injures the reputation of, or harms, Us or the Program,
f. You engage in willful misconduct that is potentially damaging to US or the Program,
g.Your license or certificate for any other coaching, counseling or consulting program is revoked, terminated or withdrawn for any reason other than the natural expiration of such program,
h. You act with fraud or dishonesty in the performance of the Program,
i.We receive any complaints against You from any Your clients that We believe in Our sole discretion are egregious enough to warrant termination of Your License,
j.Your death, disability or incapacity.
Once terminated, You will have no further rights to use any of the Licensed Materials or any other aspect of the Program, and You will not be entitled to any refund of any sums paid to Us by You.
11. Additional Terms and Conditions
(a) This Agreement is binding on the parties and on their respective successors, heirs and assigns, and is the full and final agreement between the parties regarding its subject matter, and supersedes any and all agreements, either oral or written, between the parties and contains all of the representations, covenants, and agreements between them.
If We make any changes to this Agreement, We will notify you via email at the email address provided by you. Changes will also be posted to our website. Your continued use of Our website or the Program will constitute your agreement to be bound by this Agreement, as amended.
(b) Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a way as to be effective and valid under applicable law. If a provision is prohibited by or invalid under applicable law, it shall be omitted from this Agreement without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(c) 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.
(d) Injunctive and Equitable Relief. The Parties acknowledge and agree that the restrictive covenants set forth in this Agreement are reasonable and necessary for the protection of the Parties’ business interests and that irreparable injury may result if they are breached and that the extent of damages to a Party in the event of a breach by the other Party of any restrictive covenant set forth in the restrictive covenants in this Agreement would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrebuttably presumed, and that the remedy at law for any breach will be inadequate to compensate the Party. Consequently, the Parties agree that, in the event of a breach of any such covenant, in addition to any other relief to which a Party may be entitled, the Party shall be entitled to enforce the covenant by specific performance and injunctive or other equitable relief ordered by a court of competent jurisdiction, without necessity of posting bond or other collateral security.
Governing Law, Jurisdiction and Venue. This Agreement and any SOW shall be governed by and construed under the laws of the State of Texas without regard to conflicts of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the Parties in the courts of the State of Texas, County of Travis, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Texas, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any Party anywhere in the world.
Mediation. If a dispute arises out of or relates to this Agreement, or if a Party alleges any breach or default of this Agreement, the Parties shall first, in good faith, attempt to negotiate a settlement of that dispute, breach or default before filing any lawsuit. Except as specifically provided in this Agreement, the Parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to mediation in the Austin, Texas area by a mediator chosen from names furnished by the Association of Attorney Mediators (“AAM”) in Austin, Texas. Notwithstanding the above, if the amount of the dispute or damages relating thereto are of an amount that would enable the Party to file the dispute in a justice of the peace court or small claims court, the Parties to this Agreement may file their dispute in the applicable justice of the peace court or small claims court and will not otherwise be required to submit their dispute to mediation or arbitration. Notwithstanding the above, if the Party needs to file a lawsuit in order to preserve its claim or to prevent further damage by requesting an injunction be issued, the Parties to this Agreement may file their dispute in the applicable court and then proceed to mediation in an attempt to settle the dispute.
Survival of Covenants. All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.
Attorneys’ Fees. In the event that either Party is required to engage the services of legal counsel to enforce the material terms and conditions of this Agreement against the other Party, regardless of whether such action results in litigation, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs of legal assistants, and other costs from the other Party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.
Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.
Authorized Signature. Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature. When accepted in electronic form, this Agreement and all related electronic documents shall be governed by the provisions of E-Sign. By pressing “Submit,” “Accept” or “I Agree,” Client agrees: (i) that this Agreement and related documents shall be effective by electronic means, (ii) to be bound by the Terms and related documents, and (iii) that it has had the ability to print or otherwise store this Agreement and related documents.
12. Refund Policy
We offer a 30 day refund policy on the WISDOM Coach Certification program and any other purchase made from Adventures in Wisdom. The refunded amount will be net a 10% of the purchase price processing fee to cover the credit card processing fee, the chargeback processing fee, and the refund processing cost.
Terms Changes Log:
Institutional License Webpage created – 7/14/14.  No other changes to date.
Terms & Conditions Posted – 4/12/13.
Refund policy added 12-2-13
Refund policy updated 6-3-14
Appendix A
Unless You obtain the prior written consent of Us, You may not modify nor change the Licensed Materials or the Licensed Marks in any manner.
Licensed Materials
MindPower™ – Understand the Power of Your Mind and Why You Achieve what You Believe!
1. How Your Mind Shapes Your World…and what You can do to Shape Your Mind 2. Power of Possibility – Why you Achieve what You Believe (the good & the bad) 3. Building Neural Pathways – How to Create Your Path to Success 4. The Secret Radar in Your Brain – How to Use Your RAS to Achieve Your Goals 5. Power Shifting – How to Choose Your Power even when Things don’t Go Your Way
InnerPower™ – How to Choose Who You Want to be and Stand Against Peer Pressure
6. The Power of Self-responsibility – How to Be “The Boss of Me” 7. Choosing Integrity – What You Do When No One is Looking 8. Make Your Mark with Respect – Understanding Your Impact on Others 9. Make Your Mark with Self-respect – Understanding Your Impact on You 10. How to Make Good Decisions – Choosing What You Want for You 11. Standing Up to Peer Pressure – How to Say “Yes” to You and “No” to Peer Pressure
MePower™ – How to Develop Soaring Self-esteem and Powerful Self-confidence
12. I Love Me! How to Develop Soaring Self-esteem 13. I Honor Me! How to Be Yourself and Honor Your Uniqueness 14. I Believe in Me! How to Develop Unstoppable Self-confidence 15. Self-talk – Mastering the Secret Behind Self-esteem and Self-confidence 16. Self-coaching – How to Conquer the Day-to-day Ups & Downs and Create Daily Mastery
DreamPower™ – Create your Vision, Achieve Your Goals, & Manifest Your Dreams!
17. Creating Your Vision – What do You Want? 18. Goal Setting – How to Turn Your Vision into Action! 19. Law of Attraction – Using Attraction and Action to Manifest Your Goals 20. Visualization – How Winning in Your Mind Creates Winning in Life! 21. Affirmations – How to Program Your Mind to Reach Your Goals 22. Gratitude – How an Attitude of Gratitude Prepares You for Your Dreams
Slaying Dragons™ – Learn to Bust through Fear, Mistakes, Failure, and Change and Go for Your Dreams!
23. Overcoming Mistakes – How to Learn from Mistakes and Let them Go 24. Managing Fear – How to Create Courage and Bust Outside of Your Comfort Zone 25. Moving Past Failure – How to “Put it in a Box” and Keep on Goin’ 26. Managing Change – How to Embrace Change and Thrive 27. Conditional thinking – How “if…then” Keeps You from Happiness
Appendix B
These documents may be duplicated by you and given to your clients but must maintain all Adventures in Wisdom™ copyright and branding information.
Adventures in Wisdom™ Master Adventurer’s Workbook
These documents contain a list of key points from each skill book, activities from the Children’s Guides with space to provide answers, puzzles to emphasize key points (i.e. word search, crossword puzzle, etc.)
You can duplicate these materials and give them to your clients.
  • MindPower™ Master Adventurer’s Workbook
  • InnerPower™ Master Adventurer’s Workbook
  • MePower™ Master Adventurer’s Workbook
  • DreamPower™ Master Adventurer’s Workbook
  • SlayingDragons™ Master Adventurer’s Workbook
Adventures in Wisdom Wise in Fives
These documents provide a review of each of the skill books and contains an exercise that is designed to take about five minutes to complete.
You can duplicate these materials and give them to your clients.
  • MindPower™ Wise in Fives
  • InnerPower™ Wise in Fives
  • MePower™ Wise in Fives
  • DreamPower™ Wise in Fives
  • Slaying Dragons™ Wise in Fives