**COMPANY LICENSE AGREEMENT
for Digital Course Access**
This Company License Agreement (“Agreement”) governs access to and use of certain digital course materials provided by Licensor (defined below). By completing an online purchase of access to the Course (defined below), Licensee (defined below) agrees to be bound by the terms of this Agreement.
- **Licensor:** BOSS LIKE ATTITUDE, LLC dba THE LEADERSHIP DEAL ACADEMY, a Texas limited liability company, with its principal place of business at 8080 Westpark Drive, STE 42512, Houston, Texas 77063 (“Licensor”).
- **Licensee:** The business entity or individual identified in the checkout process that completes the online purchase of access to the Course (“Licensee”).
Licensor and Licensee are each a “Party” and collectively the “Parties.”
### 1. License Grant
1.1 **Course(s).**
Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to allow Authorized Users (defined below) to access and use the following digital course(s) and associated online materials (the “Course”):
- THE LEADERSHIP DEAL (“Course”).
1.2 **Authorized Users.**
“Authorized Users” means Licensee’s employees, contractors, or other personnel who are management-level or otherwise designated by Licensee as eligible to participate in the Course and who are part of Licensee’s organization.
1.3 **Unlimited Seats per Licensee.**
Subject to payment of the applicable fees and compliance with this Agreement, Licensee may permit an unlimited number of Authorized Users to access the Course during the applicable Term (as defined below), provided that all such Authorized Users are part of Licensee’s organization.
1.4 **Internal Use Only.**
The license granted under this Agreement is for Licensee’s internal business purposes only and does not include any right to resell, sublicense, or otherwise commercially exploit the Course or access to it.
### 2. Term and Access Period
2.1 **Standard License Term (12-Month Access).**
Unless otherwise specified in an applicable order form, proposal, invoice, or online purchase flow (each, an “Order”), Course access for Authorized Users under a standard engagement will be granted for a period of **twelve (12) months** from the Course start date specified at checkout or in the applicable Order (“Standard Term”).
2.2 **Pilot License Term (6-Month Access).**
If the Parties agree to a pilot engagement, Course access for Authorized Users under the pilot will be granted for a period of **six (6) months** from the pilot start date specified at checkout or in the applicable Order (“Pilot Term”).
2.3 **Expiration of Access.**
Upon expiration of the applicable Term (Standard Term or Pilot Term):
- Authorized Users’ access to the Course and related materials will automatically terminate; and
- Licensee will ensure that Authorized Users cease accessing the Course and do not download any additional Course content beyond what was lawfully obtained during the Term.
2.4 **Renewal.**
Any renewal of access (for either a Standard Term or a Pilot Term) must be agreed in writing (including by email or via an online renewal process) and may be subject to revised pricing and terms. For clarity, a Pilot Term may be followed by a Standard Term under a new Order.
### 3. Fees and Payment
3.1 **Size-Based Pricing.**
Fees for the Course are determined based on the Licensee’s organization size and/or number of eligible staff (for example, number of management-level employees) as selected or represented by the Licensee at the time of purchase or as set forth in an applicable Order. Such pricing may be tiered (for example, 0–100, 101–500, 501–1000, and 1001+ eligible staff) and will be described in the applicable Order or in the online purchase flow.
3.2 **Accuracy of Representations.**
Licensee represents and warrants that the information it provides regarding company size and/or number of eligible staff is accurate and complete to the best of its knowledge at the time of purchase. Licensor reserves the right to adjust fees prospectively if Licensee’s actual size materially exceeds the category selected at purchase, or to condition future renewals or additional services on accurate updated information.
3.3 **Pilot Pricing (If Applicable).**
If the Parties agree to a Pilot Term, the applicable pilot fee will be specified in the Order or online purchase flow. Pilot pricing may be reduced relative to Standard Term pricing in consideration of the shorter Pilot Term.
3.4 **Payment Terms.**
Unless otherwise specified in the applicable Order or online checkout:
- Fees are due in full at the time of purchase; and
- All fees are **non-refundable**, except as expressly stated in this Agreement or required by applicable Law.
3.5 **Taxes.**
Fees are exclusive of any applicable taxes. Licensee is responsible for any sales, use, value-added, or similar taxes arising from this Agreement, excluding taxes based on Licensor’s income.
### 4. Permitted Use
4.1 **Internal Business Use Only.**
Licensee may use the Course solely for training and development of Authorized Users within its organization.
4.2 **Unique Login Credentials.**
Each Authorized User must have unique login credentials for accessing the Course via the Licensor’s designated platform. Login credentials may not be shared or used by more than one individual.
4.3 **Replacement of Authorized Users.**
Subject to Licensor’s reasonable policies and technical constraints, Licensee may replace or reassign Authorized Users (for example, in the event of role changes or employment termination) by following Licensor’s standard procedures. Licensor may reasonably limit the frequency of such replacements to prevent abuse.
### 5. Restrictions
Licensee and all Authorized Users shall **not**:
a. Copy, download (beyond any limited downloading expressly permitted by the platform), reproduce, or distribute the Course or any portion thereof, except solely for viewing via Licensor’s platform in accordance with this Agreement.
b. Modify, adapt, translate, or create derivative works based on the Course or any part of it.
c. Sell, sublicense, assign, transfer, lease, rent, or otherwise commercially exploit the Course or access to it, except as expressly permitted in this Agreement.
d. Make the Course or any portion of it available to individuals or entities other than Authorized Users within Licensee’s organization.
e. Remove, obscure, or alter any copyright, trademark, or other proprietary notices appearing on or in the Course materials.
f. Use the Course in any way that infringes, misappropriates, or violates any intellectual property, privacy, or other rights of any third party or any applicable law or regulation.
### 6. Intellectual Property
6.1 **Ownership.**
Licensor retains all right, title, and interest in and to the Course and all related materials, including all copyrights, trademarks, trade secrets, and other intellectual property rights. No ownership rights are transferred to Licensee or any Authorized User under this Agreement; only the limited license rights expressly set forth herein are granted.
6.2 **Feedback.**
If Licensee or any Authorized User provides any feedback, suggestions, or ideas regarding the Course (“Feedback”), Licensor may use such Feedback without restriction, attribution, or compensation, and Licensee hereby assigns (and shall cause its Authorized Users to assign) to Licensor all right, title, and interest in and to such Feedback.
### 7. Confidentiality
7.1 **Definition.**
“Confidential Information” means any non-public business, technical, financial, or other information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, given the nature of the information and the circumstances of disclosure. Confidential information includes, without limitation, pricing and Course content (as to Licensor), and non-public information about Licensee’s organization (as to Licensee).
7.2 **Obligations.**
The Receiving Party shall:
- Use the Disclosing Party’s Confidential Information solely for the purposes of exercising rights and performing obligations under this Agreement; and
- Protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.
7.3 **Exclusions.**
Confidential information does not include information that:
a. Is or becomes generally known to the public through no fault of the Receiving Party;
b. Was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party;
c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
d. Is rightfully received by the Receiving Party from a third party without restriction and without breach of any obligation of confidentiality.
7.4 **Compelled Disclosure.**
The Receiving Party may disclose Confidential Information to the extent required by Law, regulation, or court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party reasonable prior notice to seek a protective order or other appropriate remedy.
### 8. Warranties and Disclaimers
8.1 **Limited Warranty.**
Licensor represents and warrants that it has the right to grant the license set forth in this Agreement.
8.2 **Disclaimer.**
Except as expressly provided in Section 8.1, the Course and any related services are provided **“as is” and “as available”** without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Licensor does not warrant that the Course will meet Licensee’s specific requirements, that the Course will be available without interruption or error, or that any particular results will be achieved through use of the Course.
### 9. Limitation of Liability
To the maximum extent permitted by applicable Law:
9.1 **Exclusion of Certain Damages.**
In no event shall Licensor be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or relating to this Agreement or the use of or inability to use the Course, even if Licensor has been advised of the possibility of such damages.
9.2 **Cap on Liability.**
Licensor’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees actually paid by Licensee to Licensor under this Agreement in the **twelve (12) months** preceding the event giving rise to the claim.
9.3 **Essential Purpose.**
The Parties acknowledge that the limitations in this Section 9 are an essential basis of the bargain between the Parties and will apply even if any limited remedy fails of its essential purpose.
### 10. Termination
10.1 **Termination for Cause.**
Either Party may terminate this Agreement upon written notice if the other Party:
a. Materially breaches this Agreement and fails to cure such breach within **thirty (30) days** after receiving written notice describing the breach; or
b. Becomes insolvent, makes a general assignment for the benefit of creditors, is the subject of a voluntary or involuntary bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days, or ceases to conduct business in the ordinary course.
10.2 **Effect of Termination or Expiration.**
Upon termination or expiration of this Agreement for any reason:
- All licenses granted hereunder shall immediately cease;
- Licensee shall ensure that all Authorized Users cease accessing and using the Course; and
- Licensee shall pay any outstanding fees owed to Licensor that accrued prior to termination or expiration.
10.3 **Survival.**
Sections that by their nature should survive termination or expiration of this Agreement shall so survive, including without limitation Sections 3 (Fees and Payment), 5 (Restrictions), 6 (Intellectual Property), 7 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10.2–10.3 (Effect of Termination; Survival), and 11 (General Provisions).
### 11. General Provisions
11.1 **Governing Law.**
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of laws principles.
11.2 **Mediation; Binding Arbitration; Venue.**
(a) **Good-Faith Discussions and Mediation.**
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof (a “Dispute”), the Parties shall first attempt in good faith to resolve the Dispute through informal discussions between executives with decision-making authority. If the Dispute is not resolved within thirty (30) days of written notice of the Dispute, either Party may submit the Dispute to non-binding mediation before a mutually agreed mediator in **Polk County, Texas**. The Parties shall share the mediator’s fees and expenses equally, and each Party shall bear its own attorneys’ fees and costs for the mediation.
(b) **Binding Arbitration.**
If the Dispute is not resolved through mediation within sixty (60) days after a Party’s written request for mediation, the Dispute shall be finally resolved by **binding arbitration** administered by the **American Arbitration Association (“AAA”)** in accordance with its Commercial Arbitration Rules then in effect (the “Rules”), except as modified in this Agreement. The arbitration shall be conducted by a single arbitrator in **Polk County, Texas**, in the English language. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, subject to the limitations set forth in this Agreement. Judgment on the arbitration award may be entered in any court having jurisdiction.
(c) **Injunctive Relief and Enforcement.**
Notwithstanding Sections 11.2(a) and 11.2(b), either Party may seek temporary, preliminary, or emergency injunctive relief or other equitable relief in any court of competent jurisdiction in **Polk County, Texas** to protect its confidential information or intellectual property rights, or to enforce the confidentiality and intellectual property provisions of this Agreement, without first engaging in mediation or arbitration, if such relief is reasonably necessary to prevent immediate and irreparable harm. Seeking such relief shall not be deemed a waiver of the obligation to mediate and arbitrate under this Section 11.2.
(d) **Personal Jurisdiction and Venue.**
Subject to the arbitration provisions above, the state and federal courts located in **Polk County, Texas** shall have exclusive jurisdiction and venue over any actions permitted to be brought in court under this Section 11.2, and each Party hereby consents to the personal jurisdiction and venue of such courts.
11.3 **Entire Agreement.**
This Agreement, together with any applicable Orders, constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral, relating to such subject matter.
11.4 **Amendments.**
No amendment or modification of this Agreement shall be effective unless it is in writing and signed (including via electronic signature or agreed email) by both Parties.
11.5 **Assignment.**
Licensee may not assign or transfer this Agreement, whether by operation of Law or otherwise, without Licensor’s prior written consent. Licensor may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon notice to Licensee.
11.6 **Notices.**
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by a recognized overnight courier, or sent by email with confirmation of delivery, to Licensor at the address set forth above or to Licensee at the email or physical address provided in the checkout process (or to such other address as a Party may designate by notice).
11.7 **Independent Contractors.**
The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
11.8 **Severability.**
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
11.9 **Waiver.**
No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of such right or remedy.
