COMPANY LICENSE AGREEMENT

for Digital Course Access

This Company License Agreement (“Agreement”) governs access to and use of certain digital course materials provided by the Licensor (as defined below). By completing an online purchase of access to the Course (as defined below), Licensee (as 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 identified during checkout 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 at the 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 Within Tier. Subject to payment of the applicable tier fees and compliance with this Agreement, Licensee may permit an unlimited number of Authorized Users strictly within the organizational size tier selected at the time of purchase to access the Course during the applicable Term.

1.4 Internal Use Only. The license granted under this Agreement is for Licensee’s internal business training purposes only. It does not include any right to resell, sublicense, or otherwise commercially exploit the Course or access to it.

  1. 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”). This Pilot Term is a fixed trial access period to evaluate the program framework before committing to a Standard 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, archive, or scrape 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.

  1. 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 as represented by the Licensee at the time of purchase. Such pricing is tiered (e.g., 0–100, 101–500, 501–1000, and 1001+ eligible staff) and is described in the applicable Order or online purchase flow.

3.2 Accuracy of Representations and Audits. Licensee warrants that the Information it provides regarding company size is accurate. If Licensee’s actual organization size materially expands into a higher tier during the Term, Licensee agrees to notify Licensor within thirty (30) days, and Licensor reserves the right to invoice Licensee for the prorated difference of the appropriate higher tier.

3.3 Pilot Pricing. If the Parties agree to a Pilot Term, the applicable pilot fee will be specified in the Order. Pilot pricing is reduced in consideration of the shorter, evaluation-driven 6-month timeframe.

3.4 Payment Terms. Fees are due in full at the time of purchase and are non-refundable, except as required by applicable Law.

3.5 Taxes. Fees are exclusive of any applicable taxes. Licensee is responsible for all sales, use, value-added, or similar taxes arising from this Agreement.

  1. 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. Login credentials may not be shared, pooled, or used by more than one individual simultaneously.

4.3 Replacement of Authorized Users. Licensee may replace or reassign Authorized Users (e.g., in the event of role changes or termination) by following Licensor’s standard procedures. Licensor may limit the frequency of such replacements to prevent account cycling or abuse.

  1. Restrictions and AI Protection

5.1 General 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.
  • b. Modify, adapt, translate, or create derivative works based on the Course, including incorporating Course frameworks into internal corporate playbooks without express written permission.
  • c. Sell, sublicense, assign, transfer, lease, rent, or otherwise commercially exploit the Course.
  • d. Make the Course available to individuals or entities outside of Licensee’s organization.
  • e. Remove, obscure, or alter any copyright, trademark, or other proprietary notices.

5.2 Artificial Intelligence (AI) Restrictions. Licensee and its Authorized Users are strictly prohibited from using, uploading, or feeding any portion of the Course materials, text, videos, audio, or frameworks into any generative artificial intelligence (GAI) systems, large language models (LLMs), internal enterprise AI tools, or automated transcription/summary bots. Licensee shall not utilize the Course content to train, fine-tune, or validate any machine learning or AI models within Licensee's organization.

  1. 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 under this Agreement.

6.2 Feedback. If Licensee or any Authorized User provides suggestions or ideas regarding the Course (“Feedback”), Licensor may use such Feedback without restriction, attribution, or compensation.

  1. Confidentiality

7.1 Definition. “Confidential Information” means any non-public business, technical, financial, or other Information disclosed by one Party to the other that a reasonable person would understand to be confidential. Confidential Information includes pricing and Course methodologies (as to the Licensor) and proprietary corporate data (as to the Licensee).

7.2 Obligations. The Receiving Party shall use the Disclosing Party’s Confidential Information solely to perform its obligations under this Agreement and to protect it with at least a reasonable degree of care.

7.3 Exclusions. Confidential Information does not include Information that is public knowledge, already known, independently developed without reference to the data, or rightfully received from a third party.

  1. Warranties and Disclaimers

8.1 Limited Warranty. Licensor represents and warrants that it has the right to grant the license outlined in this Agreement.

8.2 Disclaimer. Except as provided in Section 8.1, the Course is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. Licensor does not warrant that the Course will meet specific training metrics or that uninterrupted operational access will be achieved.

  1. Limitation of Liability

9.1 Exclusion of Certain Damages. In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, or business opportunities under this Agreement.

9.2 Cap on Liability. Licensor’s total aggregate liability arising out of this Agreement 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.

  1. Termination

10.1 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice, or becomes insolvent.

10.2 Effect of Termination or Expiration. Upon termination or expiration:

  • All licenses granted hereunder shall immediately cease; and
  • Licensee shall ensure that all Authorized Users cease accessing and using the Course.

10.3 Survival. Sections 3, 5, 6, 7, 8, 9, 10.2, and 11 shall survive termination.

  1. General Provisions

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles.

11.2 Mediation; Binding Arbitration; Venue.

  • (a) Mediation. In the event of a dispute, the Parties shall first attempt in good faith to resolve it through informal discussions. If unresolved within thirty (30) days, either Party may submit the dispute to non-binding mediation before a mutually agreed mediator in Polk County, Texas.
  • (b) Binding Arbitration. If unresolved through mediation within sixty (60) days, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Polk County, Texas.
  • (c) Injunctive Relief. Notwithstanding the above, either Party may seek immediate injunctive relief in any court of competent jurisdiction in Polk County, Texas to protect its confidential Information or intellectual property rights.
  • (d) Jurisdiction. The state and federal courts located in Polk County, Texas shall have exclusive jurisdiction over any actions permitted to be brought in court under this Agreement.

11.3 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior communications or prior understandings.

11.4 Amendments. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

11.5 Assignment. Licensee may not assign this Agreement without Licensor’s prior written consent.

11.6 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect.