Terms of Use

Table of contents:

  1. 1. Program Licensing
  2. 2. Handbook Buyout
  3.  

DLDNation Program Licensing - Terms of Use

When purchasing the DLDNation Program Licensing, you agree to the following terms. Your purchase indicates that you have read and agree to the following terms in their entirety.

This Program License and Terms of Use Agreement (“Agreement”) is entered into as of the day notated on the checkout confirmation (“Effective Date”) between DLDNation LLC, a Texas limited liability company (hereinafter referred to as “DLDNation LLC”), and I (hereinafter referred to as “I”, or “Licensee”), each of the above referenced singularly as a Party or collectively as the Parties. DLDNation LLC owns the DLDNation LLC Program (“Program”) further described and detailed at https://dldnation.com/pages/dld-program-licensing#get-access.

 

Licensee desires to utilize DLDNation LLC’s Program and DLDNation LLC desires to license the Program to Licensee. For the good and valuable consideration, the receipt of which is hereby acknowledged, DLDNation LLC shall license the Program to Licensee based on the terms of this Agreement. Licensee is willing to accept the Program license under the conditions set forth set forth herein.

 

  1. LICENSE GRANTED

 

Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay the monetary fees as outlined in Section 5, such fees which may be adjusted from time to time through the complete and discretionary authority of the DLDNation LLC, DLDNation LLC hereby grants, and Licensee hereby accepts a nonexclusive license to use the Program, subject to the terms noted herein, until the termination of this Agreement. The Parties agree that this Agreement, and the associated rights as noted herein, shall be utilized by the Licensee’s clients but shall not be utilized, used, distributed, or disclosed to anyone other than Licensee and their clients. Licensee hereby acknowledges that, should Licensee distribute, release, disclose, sell, license, or provide the Program to anyone other than Licensee or Licensee’s clients, DLDNation LLC shall have all legal remedies available to them including, but not limited to, suing for damages and/or lost profits, injunctive relief, and/or the initiation of a protective order against Licensee.

 

Together with the license associated to the use of the Program, DLDNation LLC hereby licenses to Licensee, all DLDNation LLC trademarks and intellectual property associated to their branding. This shall mean that Licensee shall be permitted to use DLDNation LLC trademarks in combination with the utilization Program as long as Licensee uses the Program as delivered from DLDNation LLC without any alterations, modifications, edits, or changes. This term shall also allow Licensee to refer to the Program as a “DLDNation LLC product” for as long as the Program remains unaltered or not customized. However, if License alters the Program in any way, whether it be through a customization, edit, correction, modification, or the like, Licensee hereby agrees that they shall immediately cease using the DLDNation LLC trademark, name, and associated branding intellectual property. The Parties hereby agree that any such future use of any DLDNation LLC trademarking or branding, after Licensee has altered any part of the Program as delivered by DLDNation LLC, must then be agreed upon in writing by both Parties.

 

Additionally, Licensee agrees and acknowledges that they do not own the Program and cannot bind DLDNation LLC to any additional obligations as it relates to the Program. Licensee’s permitted use, as noted herein, shall only be to provide the Program to their client base. Licensee hereby confirms that they shall be restricted from relicensing the Program to any other company or business as per the terms as noted in this Agreement.

 

DLDNation LLC hereby grants permission to Licensee to make and create customizations, updates, or corrections to the Program. However, these changes shall be made at the Licensee’s own risk and DLDNation LLC shall assume no responsibility or liability as to the use of the Program and any related changes Licensee decides to make in their own discretion. Should any changes be made to the Program, Licensee shall then own the work product created that has exceeded the necessary threshold of originality to create Licensee’s own work product. Licensee hereby waives any claim it may have, now or in the future, against DLDNation LLC through its use of the Program after it has been altered or modified by Licensee and shall forever indemnify DLDNation LLC hold them harmless from any claims from third parties against DLDNation LLC related to Licensee’s altered Program.

 

Licensee shall safeguard the Program and its related materials with the degree of high due care for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees or agents whose duties reasonably require such disclosure or to Licensee’s clients as necessary in the ordinary course of business. Additionally, Licensee agrees that they shall be required to inform their clients of the Program’s confidential nature and the associated restriction of Licensee’s client’s disclosure, resuse, or distribution. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement including, but not limited to, any Licensee employees, affiliates, contractors, clients, or the like. However, Licensee acknowledges that they are solely responsible for the safeguarding and confidentiality as it relates to any data uploaded or utilized within the Program. Licensee hereby waives any claim against DLDNation LLC as it relates to the confidentiality or security of the data utilized within the Program.

 

  1. PROGRAM PROVIDED “AS IS”

 

DLDNation LLC warrants that it has the right to provide the Program to Licensee hereunder. Otherwise, DLDNation LLC provides the Program to Licensee “as is.” DLDNation LLC makes no warranties or representations that the Program is free of errors, adequate to provide the information it is intended to provide, adequate to receive any anticipated satisfaction from Licensee’s clients, or that the Program will guarantee any result as it relates to Licensee’s or Licensee’s client’s utility whether it be related to their business or physical fitness. Licensee’s acceptance of the Program through their execution of this Agreement shall be their test of the Program and shall indicate its acceptability for Licensee’s purpose prior to Licensee putting the Program in use.

 

DLDNation LLC is under no obligation to update or correct defects or errors in the Program and has no obligation to meet any requests, requirements, or demands of Licensee or their clients other than as noted by the terms herein. If DLDNation LLC does provide Licensee with updates or corrections, the terms and conditions of this Agreement shall still apply.

 

THE PROGRAM IS PROVIDED “AS IS” AND DLDNATION LLC MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PROGRAM, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

  1. WARRANTIES OF LICENSEE

 

Related to Licensee’s use of the Program, Licensee hereby represents and warrants that:

 

  • They shall distribute the Program only to their own clients and not to any other third party and hereby promise to submit their best efforts to keep the Program and its related material confidential and promise not to disclose the Program to any individual other than Licensee employees and Licensee’s clients;

 

  • Licensee hereby promises to inform their client of the Program’s confidential nature and use their best efforts to ensure that their client does not disseminate, distribute, repurpose, or disclose the Program in any capacity to the best of their ability; and

 

  • Should DLDNation LLC discover that Licensee or a Licensee’s client is inappropriately using the Program or disclosing the Program to parties not permitted by this Agreement, Licensee hereby agrees to immediately use significant efforts, including all legal remedies, to stop such unpermitted use to the best of their ability.

 

Related to customizations, updates and/or corrections by Licensee to the Program, Licensee represents and warrants that:

 

 

(i)

Licensee has all intellectual property rights necessary to produce customizations, updates and/or corrections to the Program;

 

 

(ii)

Licensee does not infringe the intellectual property rights of any third party;

 

 

(iii)

Licensee will make any customizations or enhancements to the Program under this Agreement in accordance with industry standards and in a professional and workman-like fashion; and

 

 

(iv)

Following completion of any customizations or enhancements to the Program, Licensee hereby warrants that they shall be responsible for ensuring that the Program is prepared as needed for their utilization and that the altered Program shall not contain any DLDNation LLC name, image, likeness, trademarks, or branding association.

 

  1. PROPERTY RIGHTS AND RESTRICTIONS ON USE

 

Licensee recognizes that the Program and all content related to the Program, as delivered by DLDNation LLC to Licensee, is the property of, and all rights thereto, are owned by DLDNation LLC. Licensee also acknowledges that such are a trade secrets of DLDNation LLC, are valuable and confidential to DLDNation LLC, and that its use and disclosure must be carefully and continuously controlled.

 

Title and ownership of the Program, all the content related to the Program, and related Program information/data, as provided by DLDNation LLC to Licensee, shall at all times remain with DLDNation LLC.

 

The Program is for the sole use of Licensee and Licensee’s clients and shall be used only for the purpose set forth in this Agreement even if customizations, edits, corrections, or changes are made by Licensee.

 

Licensee shall treat the Program and related content as confidential and proprietary, and shall protect it in the same manner that it protects the confidentiality of its own information. While this Agreement is in effect, or while Licensee has custody and possession of the Program, Licensee shall not, directly or indirectly:

 

            (i)         provide or make available the Program to any person or entity other than employees and/or clients of Licensee;

 

            (ii)       misuse any DLDNation LLC intellectual property as per the terms of this Agreement and/or after any alteration, modification, or change is made to the Program by Licensee; or

 

(iii)       sell, license, distribute, market, exploit the Program or any of its parts commercially to any unauthorized person in a way that is not explicitly allowed as per the terms of this Agreement.

 

Licensee agrees to promptly notify DLDNation LLC if it obtains information as to any unauthorized possession, use or disclosure of the Program by any person or entity, and further agrees to cooperate with DLDNation LLC in protecting DLDNation LLC’s proprietary rights.

 

  1. PAYMENT AND LICENSING FEE

 

In consideration of the Program license granted herein (and further detailed at https://dldnation.com/pages/dld-program-licensing#get-access), Licensee agrees to pay DLDNation LLC a licensing fee in the amount as noted by either option referenced below:

 

  1. Licensee shall pay DLDNation LLC one hundred and ninety-ninety dollars ($199.00 USD) every four (4) weeks starting as of the Effective Date of this Agreement. Licensee agrees that there is a three (3) month minimum commitment to the terms as cited herein. After the three (3) month minimum period has tolled, this Agreement can be cancelled with thirty (30) days notice from Licensee to DLDNation LLC in writing (email or text message shall be sufficient); or

 

  1. Licensee shall pay DLDNation LLC one lump sum payment of one thousand nine hundred ninety-nine dollars ($1,999.00 USD) for a one (1) year subscription to the Program license. Licensee shall be charged annually on the annual renewal of the Effective Date.

 

Licensee shall automatically be charged to the account information contained on file and as noted in the Stripe account information associated to Licensee’s account. Licensee hereby consents to such automatic charge and the retention of account data as necessary for the Stripe payment to be rendered in association with this Agreement.

   

Should, for any reason, Licensee fail to pay DLDNation LLC the appropriate fee, as noted above, for a period of seven (7) days after the first of the associated billing period, this Agreement shall automatically be terminated and DLDNation LLC shall revoke Licensee’s Program license as it relates to this Agreement.

 

  1. TERM

 

As noted above in Section 5, Licensee agrees that there shall be a three (3) month minimum commitment associated to this Agreement if Licensee shall pay DLDNation LLC in a repeating four (4) week period as noted in Section 5(a).

 

If Licensee chooses to pay in the method as noted in Section 5(a) or Section 5(b) above, after the three (3) month minimum commitment period tolls, this Agreement may be cancelled through the first occurrence of any of the following:

  1. thirty (30) days’ notice as provided by Licensee to DLDNation LLC pursuant to the following:

 

  1. If Licensee shall pay DLDNation LLC pursuant to Section 5(a), Licensee must provide DLDNation LLC thirty (30) days’ notice before the subsequent four (4) week payment period. If Licensee fails to provide DLDNation LLC with thirty (30) days’ notice pursuant to the payment obligations cited in Section 5(a), Licensee’s obligation to DLDNation LLC shall automatically renew and terminate the following four (4) week payment period;

 

  1. If Licensee shall pay DLDNation LLC pursuant to Section 5(b), Licensee must provide DLDNation LLC thirty (30) days’ notice before prior to the end of the one (1) year license period as referenced herein. If Licensee fails to provide DLDNation LLC with thirty (30) days’ notice pursuant to the payment obligations cited in Section 5(b), Licensee’s obligation to DLDNation LLC shall automatically renew;

 

  1. upon written (text message or email shall be sufficient) notice provided from DLDNation LLC to Licensee. Notice from DLDNation LLC to Licensee shall cause the Agreement to terminate immediately as this Agreement shall be terminated by DLDNation LLC at any time for any reason in their sole discretion;

 

c)

until the Program or DLDNation LLC is acquired by a third party or survives any merger.

 

 

d)

Any non-performance of the Agreement terms subject to the terms and conditions as cited herein.

 

In the event of termination of this Agreement pursuant to the above, DLDNation LLC shall have the right to take possession of the Program. Termination of this Agreement shall not relieve either party of its obligations pursuant to Sections 2, 3, 4, 5, 6, and 7 hereof.

 

  1. INDEMNIFICATION AND LIMITATION OF LIABILITY

 

Licensee agrees to indemnify and hold DLDNation LLC harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against DLDNation LLC based upon Licensee’s use of the Program. This shall include against any and all claims from Licensee’s clients as it relates to their use or Licensee’s use of the Program.

 

Licensee agrees to indemnify and hold DLDNation LLC harmless from any loss or damages to DLDNation LLC related to, or associated with Licensee’s customizations, updates and/or corrections to the Program. Licensee agrees to indemnify and hold DLDNation LLC harmless, and defend at its own expense, any action brought against DLDNation LLC, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“DLDNation LLC Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties.

 

            DLDNation LLC shall have no liability to Licensee for any damage sustained by Licensee or any affiliates, clients, or employees of Licensee as a result of Licensee’s use of the Program, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Program and relies on its own judgment in utilizing it. As such, Licensee hereby waives any claim it shall have, now or in the future, against DLDNation LLC pursuant to a term of this Agreement.

 

DLDNation LLC warrants that the use of the initially provided Program will not infringe any patent, copyright, or trademark in the United States or elsewhere, and DLDNation LLC shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of this warranty.

 

Obligations set forth herein are contingent upon the other party:

 

 

a)

Providing the indemnifying Party with prompt written notice of any action brought against the other Party; and

 

 

b)

The other Party cooperating with the indemnifying Party in the defense of any such action, and allowing the indemnifying Party to control the defense and settlement of any such action at its expense.

 

 

            DLDNation LLC shall have no obligation to defend any action or indemnify Licensee from damage if:

 

 

(i)

Licensee, in providing customizations, updates and/or corrections to the Program, infringes upon the intellectual property of any third party.

 

 

(ii)

Licensee is not using the most current version of the Program and the action would have been avoided without such combined use.

 

 

(iii)

Licensee has modified the Program in combination with other Program and the action would have been avoided without such combined use.

 

 

(iv)

Licensee is using the Program in combination with other Program and the action would have been avoided without such combined use.

 

  1. OWNERSHIP OF DATA

 

Any of Licensee’s client, employee, or business data used in combination with the Program shall remained owned by Licensee except as otherwise expressly noted in this Agreement.

 

  1. FORCE MAJUERE

 

Either Party shall be excused from failures or delays in delivery or performance hereunder if such failure or delay is attributable to causes beyond the reasonable control of the Party, which makes such performance or delivery commercially impractical. In the event of any such delay, the time of delivery or performance and time of payment shall be extended for a period of time equal to the time lost by reason of such delay (unless otherwise specified in writing between the Parties hereto).

 

  1. NOTICES

 

All notices shall be in writing and shall be deemed to be delivered when deposited in the United States Postal Services, postage prepaid, return receipt requested, or when sent by email (to a valid and active Party email address). All notices shall be directed to Licensee or to DLDNation LLC, its successors or assigns, at the respective addresses set forth on the signature page of this Agreement or to such other address as one party may, from time to time, designate by notice to the other Party.

 

 

 

  1. NONCOMPETE

 

    For a period of two (2) years after the Effective Date of this Agreement, Licensee agrees that they shall not license online fitness workout programming for a profit. The term “online fitness workout programming” shall be defined as any program that provides coaches or training teams/companies with workout programming and/or scheduling. Licensee understands and acknowledges that the scope of this noncompete shall be worldwide and across all virtual mediums.

 

  1. RELATIONSHIP OF THE PARTIES

 

The parties to this Agreement are affiliated companies and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

 

  1. LIBEL AND DEFAMATION RESTRICTION.

 

            Licensee agrees to not make any false and/or derogatory statements about DLDNation LLC or the Program. This restriction includes any negative and false statement made to anyone in person, on a social media platform, or through any written medium. Should Licensee make a statement that implicates the reputation of DLDNation LLC or the Program, DLDNation LLC shall have all legal remedies available to them including, but not limited to, suing for damages and/or lost profits, injunctive relief, and/or the initiation of a protective order against Licensee.

 

  1. WAIVER

 

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

 

  1. COMPLETE AGREEMENT

 

This Agreement constitutes the complete and exclusive statement of this agreement between the Parties hereto and supersedes any and all prior express implied agreements or understandings between the Parties hereto concerning the subject matter hereof. No amendment, waiver or other alteration of this Agreement may be made except by mutual agreement in writing.

 

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby and the Parties shall negotiate replacement provisions for those provisions which are held invalid, illegal or unenforceable which as closely as possible express the intent of those provisions.

 

  1. RESTRICTIONS OF TRANSFER

 

This Agreement and the rights and obligations under this Agreement shall not be transferable, sublicensable or assignable to any other person, firm or corporation by Licensee, without the express prior written consent of the DLDNation LLC. The rights and obligations of this Agreement shall insure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns.

 

  1. GOVERNING LAW

 

This Agreement shall be construed in accordance with the laws of the State of Texas. Licensee hereby consents to the necessary Texas venues, jurisdiction, and courts to adjudicate this Agreement that DLDNation LLC shall deem to be appropriate in DLDNation LLC’s complete and sole discretion.

 

 

  1. NO CONSTRUCTION AGAINST THE DRAFTER

 

The Parties agree that this Agreement is the result of careful negotiations between sophisticated Parties and thus any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.

 

  1. HEADINGS

 

The various headings in this Agreement are inserted for convenience only, and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof.

 

  1. DISPUTE RESOLUTION

 

Licensee hereby agrees to endeavor in good faith to resolve all disputes arising under or related to this Agreement by mediation. If Licensee and DLDNation LLC fail in their attempt to resolve a dispute by mediation, they shall submit the dispute to arbitration according to the then prevailing rules and procedures of the American Arbitration Association. Texas law shall govern the rights and obligations of the Parties with respect to the matters in controversy. The arbitrator will allocate all costs and fees attributable to the arbitration between the Parties equally. The arbitrator’s award will be final and binding and judgment may be entered in any court of competent jurisdiction.

 

  1. LIMITATION OF LIABILITY

 

To the maximum extent permitted by law, in no event will DLDNation LLC be liable to Licensee for any (i) lost or damaged data, lost revenue, lost income or lost profits, or (ii) special, indirect, consequential or incidental losses, or (iii) punitive damages, regardless of the theory of liability (including negligence), even if DLDNation LLC has been advised of the possibility of such damages. The exclusions and limitations of this Section 21 will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Subject to the terms of this Section 21, DLDNation LLC’s maximum liability under this agreement shall not exceed the total fee paid by Licensee to DLDNation LLC.

 

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each executed this Agreement through their selection of the “accept” term and by proceeding to the DLDNation LLC checkout, Licensee hereby acknowledges that they have read this Agreement, agree to be bound by its terms, have had the sufficient opportunity to consult with legal counsel, have not been coerced to enter in to this Agreement, and are of the full capacity to execute and bind themselves to the terms of this Agreement.


DLDNation eBook Buyout - Terms of Use

When purchasing the DLDNation eBook Library, you agree to the following terms. Your purchase indicates that you have read and agree to the following terms in their entirety.

This DLDNation LLC Product License and Terms of Purchase Agreement (“Agreement”) is entered into as of the day notated on the checkout confirmation (“Effective Date”) between DLDNation LLC, a Texas limited liability company (hereinafter referred to as “DLDNation LLC”), and I (hereinafter referred to as “I”, “Me”, “Purchaser” or “Licensee”), each of the above referenced singularly as a Party or collectively as the Parties. I acknowledge that DLDNation LLC owns the DLDNation LLC Products (“Product”) further described and detailed on DLDNation LLC’s website and as referenced in the online checkout utilized by Me.

 

Licensee desires to license DLDNation LLC’s Product and DLDNation LLC desires to license the Product to Licensee. The Parties also acknowledge that the Product may become owned by Purchaser at Licensee’s option as noted below. For the good and valuable consideration, the receipt of which is hereby acknowledged, DLDNation LLC shall license the Product to Licensee based on the terms of this Agreement. Licensee is willing to utilize the Product under the conditions set forth set forth herein.

 

  1. LICENSE GRANTED

 

Subject to the terms and conditions of this Agreement and in consideration of Purchaser’s obligation to pay the monetary fees as outlined in Section 5, such fees which may be adjusted from time to time through the complete and discretionary authority of the DLDNation LLC, DLDNation LLC hereby grants, and Licensee hereby accepts a nonexclusive perpetual license to use the Product as delivered, subject to the terms noted herein. The Parties agree that the Product, as delivered, and the associated rights as noted herein, shall be utilized by the Purchaser and the Purchaser’s clients but shall not be utilized, used, distributed, or disclosed to anyone other than Purchaser and their clients. Purchaser hereby acknowledges that, should Purchaser distribute, release, disclose, sell, license, or provide the Product to anyone other than Purchaser or Purchaser’s clients, DLDNation LLC shall have all legal remedies available to them including, but not limited to, suing for damages and/or lost profits, injunctive relief, and/or the initiation of a protective order against Purchaser. However, as noted in this Agreement, should Licensee decide to modify and/or alter the Product in anyway, the Product shall then be owned by Purchaser in its entirety.

 

Together with the rights associated to the purchase of the Product, DLDNation LLC hereby licenses to Licensee, all DLDNation LLC trademarks and intellectual property associated to their branding. This shall mean that Licensee shall be permitted to use DLDNation LLC trademarks in combination with the utilization of the Product as long as Licensee uses the Product as delivered from DLDNation LLC without any alterations, modifications, edits, or changes. This term shall also allow Licensee to refer to the Product as a “DLDNation LLC product” for as long as the Product remains unaltered or not customized. However, if Licensee alters the Product in any way, whether it be through a customization, edit, correction, modification, or the like, Purchaser hereby agrees that they shall immediately cease using the DLDNation LLC trademark, name, and associated branding intellectual property. At that point of customization, alteration, or editing, the licensed Product then becomes solely owned by Purchaser. The Parties hereby agree that any such future use of any DLDNation LLC trademarking or branding, after Purchaser has altered any part of the Product as delivered by DLDNation LLC, must then be agreed upon in writing by both Parties.

 

Additionally, Licensee agrees and acknowledges that they do not own the Product until they customize, alter, or edit the Product, and, as such, cannot bind DLDNation LLC to any additional obligations as it relates to the Product until such customization or alteration is made by Purchaser. Purchaser’s permitted use, as noted herein, shall only be to provide the Product to their client base until further customization or alteration is made. Purchaser hereby confirms that they shall be restricted from relicensing the Product to any other company or business pursuant to the terms as noted in this Agreement.

 

DLDNation LLC hereby grants permission to Purchaser to make and create customizations, updates, or corrections to the Product. However, these changes shall be made at the Purchaser’s own risk and DLDNation LLC shall assume no responsibility or liability as to the use of the Product and any related changes Purchaser decides to make in their own discretion. Should any changes be made to the Product, Purchaser shall then own the new modified work Product as noted herein. Purchaser hereby waives any claim it may have, now or in the future, against DLDNation LLC through its use of the Product after it has been altered or modified by Purchaser and shall forever indemnify DLDNation LLC hold them harmless from any claims from third parties against DLDNation LLC related to Purchaser’s altered Product.

 

Purchaser shall safeguard the Product and its related materials with the degree of high due care for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Purchaser’s employees or agents whose duties reasonably require such disclosure or to Purchaser’s clients as necessary in the ordinary course of business and as noted in this Agreement. Additionally, Purchaser agrees that they shall be required to inform their clients of the nonmodified as delivered DLDNation LLC Product’s confidential nature and the associated restriction of Purchaser’s client’s disclosure, resuse, or distribution. Purchaser shall make all such persons fully aware of their responsibility to fulfill the obligations of Purchaser under this Agreement including, but not limited to, any Purchaser employees, affiliates, contractors, clients, or the like. However, Purchaser acknowledges that they are solely responsible for the safeguarding and confidentiality as it relates to any data uploaded or utilized within the Product. Purchaser hereby waives any claim against DLDNation LLC as it relates to the confidentiality or security of the data utilized within the Product.

 

  1. PROGRAM PROVIDED “AS IS”

 

DLDNation LLC warrants that it has the right to provide the Product to Licensee. DLDNation LLC provides the Product to Licensee “as is.” DLDNation LLC makes no warranties or representations that the Product is free of errors, adequate to provide the information it is intended to provide, adequate to receive any anticipated satisfaction from Licensee’s clients, or that the Product will guarantee any result as it relates to Licensee’s or Licensee’s client’s utility whether it be related to their business or physical fitness. Purchaser’s acceptance of the Product through their execution of this Agreement shall be their test of the Product and shall indicate its acceptability for Licensee’s purpose prior to Licensee putting the Product in use.

 

DLDNation LLC is under no obligation to update or correct defects or errors in the Product and has no obligation to meet any requests, requirements, or demands of Licensee or their clients other than as noted by the terms herein. If DLDNation LLC does provide Licensee with updates or corrections, the terms and conditions of this Agreement shall still apply.

 

Licensee acknowledges that they are not entering into this Agreement seeking medical advice, diagnostic, or treatment procedures. Licensee understand that the Product they are receiving from DLDNation LLC, their contractors, affiliates, and representatives does not prevent or cure any disease and does not guarantee any outcome. The information, if any, contained in the Product are, at all times, restricted to education on the subject of fitness/lifestyle/nutritional matters and are intended for the maintenance of the best possible state of fitness/lifestyle/nutritional health, aesthetic physical appearance, and wellness and does not involve diagnosing, prognosticating or the treatment of any disease, illness, or injury.

 

THE PRODUCT IS PROVIDED “AS IS” AND DLDNATION LLC MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

  1. WARRANTIES OF LICENSEE

 

Related to Licensee’s use of the Program, Licensee hereby represents and warrants that:

 

  • They shall distribute the Product only to their own clients and not to any other third party and hereby promise to submit their best efforts to keep the Product and its related material confidential and promise not to disclose the Product to any individual other than Purchaser employees and Purchaser’s clients;
  • Purchaser hereby promises to inform their client of the Product’s confidential nature and use their best efforts to ensure that their client does not disseminate, distribute, repurpose, or disclose the Product in any capacity to the best of their ability; and
  • Should DLDNation LLC discover that Purchaser or a Purchaser’s client is inappropriately using the Product or disclosing the Product to parties not permitted by this Agreement, Purchaser hereby agrees to Page 3 of 7 immediately use significant efforts, including all legal remedies, to stop such unpermitted use to the best of their ability.

 

Related to customizations, updates and/or corrections by Licensee to the Program, Licensee represents and warrants that:

 

 

(i)

Purchaser has all intellectual property rights necessary to produce customizations, alterations, edits, updates and/or corrections to the Product;

 

 

(ii)

Purchaser does not infringe the intellectual property rights of any third party;

 

 

(iii)

Purchaser will make any customizations or enhancements to the Product under this Agreement in accordance with industry standards and in a professional and workman-like fashion; and

 

 

(iv)

Following completion of any customizations or enhancements to the Product, Purchaser hereby warrants that they shall be responsible for ensuring that the Product is prepared as needed for their utilization and that the altered Product shall not contain any DLDNation LLC name, image, likeness, trademarks, or branding association.

  1. PROPERTY RIGHTS AND RESTRICTIONS ON USE

 

Licensee recognizes that the Product and all content related to the Product, as delivered by DLDNation LLC to Licensee, is the property of, and all rights thereto, are owned by DLDNation LLC. Licensee also acknowledges that such are a trade secrets of DLDNation LLC, are valuable and confidential to DLDNation LLC, and that its use and disclosure must be carefully and continuously controlled.

 

Title and ownership of the Product, all the content related to the Product, and related Product information/data, as provided by DLDNation LLC to Purchaser, shall remain with DLDNation LLC until any customization, alteration, edit, or change is made to the Product by Purchaser. At such inception of any customization, alteration, edit, or change, the title and ownership of the modified Product shall then become owned by Purchaser at which point the Purchase may use the modified Product in any fashion that they should so choose.

 

While the Licensee is using the Product as delivered by DLDNation LLC, Purchaser shall treat the Product and related content as confidential and proprietary, and shall protect it in the same manner that it protects the confidentiality of its own information. While this Agreement is in effect, or while Purchaser has custody and possession of the Product, Purchaser shall not, directly or indirectly:

 

(i) provide or make available the Product to any person or entity other than employees and/or clients of Licensee pursuant to the terms of this Agreement;

 

(ii) misuse any DLDNation LLC intellectual property as per the terms of this Agreement and/or after any alteration, modification, or change is made to the Product by Purchaser; or

 

(iii) sell, license, distribute, market, exploit the Product or any of its parts commercially to any unauthorized person in a way that is not explicitly allowed as per the terms of this Agreement.

 

Purchaser agrees to promptly notify DLDNation LLC if it obtains information as to any unauthorized possession, use or disclosure of the Product by any person or entity, and further agrees to cooperate with DLDNation LLC in protecting DLDNation LLC’s proprietary rights.

 

  1. PAYMENT AND LICENSING FEE

 

In consideration of the Product license granted herein (and further detailed on DLDNation LLC’s website and as referenced in the online checkout utilized by Me), Licensee agrees to pay DLDNation LLC a one time licensing fee in the amount of six hundred ninety nine dollars ($699.00). This fee shall entitle the Licensee to perpetually use the Product as delivered by DLDNation LLC and/or customize/alter the Product so that Purchaser then becomes the owner of such modified Product.

 

Licensee shall be charged via thee Stripe account information provided by Licensee. Licensee hereby consents to such charge and the retention of account data as necessary for the Stripe payment to be rendered in association with this Agreement.

The Product shall be promptly delivered to Licensee upon payment.

Licensee hereby acknowledges that no refunds shall be granted for any reason

 

  1. TERM

 

As noted above in Section 5, License agrees that the term of this Agreement shall be perpetual. In the event of termination of this Agreement pursuant to the above, DLDNation LLC shall have the right to take possession of the Product. Termination of this Agreement shall not relieve either party of its obligations pursuant to Sections 2, 3, 4, 5, 6, and 7 hereof.

 

  1. INDEMNIFICATION AND LIMITATION OF LIABILITY

 

Licensee agrees to indemnify and hold DLDNation LLC harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against DLDNation LLC based upon Licensee’s use of the Product. This shall include against any and all claims from Licensee’s clients as it relates to their use or Licensee’s use of the Product.

 

Licensee agrees to indemnify and hold DLDNation LLC harmless from any loss or damages to DLDNation LLC related to, or associated with Purchaser’s customizations, alterations, edits, updates and/or corrections to the Product. Purchaser agrees to indemnify and hold DLDNation LLC harmless, and defend at its own expense, any action brought against DLDNation LLC, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“DLDNation LLC Indemnified Parties”) to the extent that it is based on a claim that the customizations, alterations, edits, updates and/or corrections developed by Purchaser infringe on any rights of any third parties.

 

        DLDNation LLC shall have no liability to Licensee for any damage sustained by Licensee or any affiliates, clients, or employees of Licensee as a result of Licensee’s use of the Product, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Product and relies on its own judgment in utilizing it. As such, Licensee hereby waives any claim it shall have, now or in the future, against DLDNation LLC pursuant to a term of this Agreement.

 

DLDNation LLC warrants that the use of the initially provided nonmodified Product will not infringe any patent, copyright, or trademark in the United States or elsewhere, and DLDNation LLC shall indemnify and hold Purchaser harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Purchaser may sustain or incur as a result of a breach of this warranty as it related to the nonmodified Product.

 

Obligations set forth herein are contingent upon the other party:

 

 

a)

Providing the indemnifying Party with prompt written notice of any action brought against the other Party; and

 

 

b)

The other Party cooperating with the indemnifying Party in the defense of any such action, and allowing the indemnifying Party to control the defense and settlement of any such action at its expense.

DLDNation LLC shall have no obligation to defend any action or indemnify Purchaser from damage if

 

 

(i)

Purchaser, in providing customizations, updates and/or corrections to the Product, infringes upon the intellectual property of any third party.

 

 

(ii)

Purchaser is not using the most current version of the Product and the action would have been avoided without such combined use.

 

 

(iii)

Purchaser has modified the Product in combination with other Product and the action would have been avoided without such combined use.

 

 

(iv)

Purchaser is using the Product in combination with other Product and the action would have been avoided without such combined use.

  1. OWNERSHIP OF DATA

 

Any of Purchaser’s client, employee, or business data used in combination with the Product shall remained owned by Purchaser except as otherwise expressly noted in this Agreement.

 

  1. FORCE MAJUERE

 

Either Party shall be excused from failures or delays in delivery or performance hereunder if such failure or delay is attributable to causes beyond the reasonable control of the Party, which makes such performance or delivery commercially impractical. In the event of any such delay, the time of delivery or performance and time of payment shall be extended for a period of time equal to the time lost by reason of such delay (unless otherwise specified in writing between the Parties hereto).

 

  1. NOTICES

 

All notices shall be in writing and shall be deemed to be delivered when deposited in the United States Postal Services, postage prepaid, return receipt requested, or when sent by email (to a valid and active Party email address). All notices shall be directed to Purchaser or to DLDNation LLC, its successors or assigns, at the respective addresses set forth on the signature page of this Agreement or to such other address as one party may, from time to time, designate by notice to the other Party.

 

  1. NONCOMPETE

 

For a period of two (2) years after the Effective Date of this Agreement, Purchaser agrees that they shall not license online fitness training regimens for a profit. The term “online fitness training regimen” shall be defined as any Product that provides clients with online fitness or nutrition training and/or scheduling. Purchaser understands and acknowledges that the scope of this noncompete shall be worldwide and across all virtual mediums.

 

  1. RELATIONSHIP OF THE PARTIES

 

The parties to this Agreement are affiliated companies and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

 

  1. LIBEL AND DEFAMATION RESTRICTION.

 

          Purchaser agrees to not make any false and/or derogatory statements about DLDNation LLC or the Product. This restriction includes any negative and false statement made to anyone in person, on a social media platform, or through any written medium. Should Purchaser make a statement that implicates the reputation of DLDNation LLC or the Product, DLDNation LLC shall have all legal remedies available to them including, but not limited to, suing for damages and/or lost profits, injunctive relief, and/or the initiation of a protective order against Purchaser.

 

  1. WAIVER

 

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

 

  1. COMPLETE AGREEMENT

 

This Agreement constitutes the complete and exclusive statement of this agreement between the Parties hereto and supersedes any and all prior express implied agreements or understandings between the Parties hereto concerning the subject matter hereof. No amendment, waiver or other alteration of this Agreement may be made except by mutual agreement in writing.

 

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby and the Parties shall negotiate replacement provisions for those provisions which are held invalid, illegal or unenforceable which as closely as possible express the intent of those provisions.

 

  1. RESTRICTIONS OF TRANSFER

 

This Agreement and the rights and obligations under this Agreement shall not be transferable, sublicensable or assignable to any other person, firm or corporation by Purchaser, without the express prior written consent of the DLDNation LLC. The rights and obligations of this Agreement shall insure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns.

 

  1. GOVERNING LAW

 

This Agreement shall be construed in accordance with the laws of the State of Texas. Purchaser hereby consents to the necessary Texas venues, jurisdiction, and courts to adjudicate this Agreement that DLDNation LLC shall deem to be appropriate in DLDNation LLC’s complete and sole discretion.

 

 

  1. NO CONSTRUCTION AGAINST THE DRAFTER

 

The Parties agree that this Agreement is the result of careful negotiations between sophisticated Parties and thus any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.

 

  1. HEADINGS

 

The various headings in this Agreement are inserted for convenience only, and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof.

 

  1. DISPUTE RESOLUTION

 

Purchaser hereby agrees to endeavor in good faith to resolve all disputes arising under or related to this Agreement by mediation. If Purchaser and DLDNation LLC fail in their attempt to resolve a dispute by mediation, they shall submit the dispute to arbitration according to the then prevailing rules and procedures of the American Arbitration Association. Texas law shall govern the rights and obligations of the Parties with respect to the matters in controversy. The arbitrator will allocate all costs and fees attributable to the arbitration between the Parties equally. The arbitrator’s award will be final and binding and judgment may be entered in any court of competent jurisdiction

 

  1. LIMITATION OF LIABILITY

 

To the maximum extent permitted by law, in no event will DLDNation LLC be liable to Purchaser for any (i) lost or damaged data, lost revenue, lost income or lost profits, or (ii) special, indirect, consequential or incidental losses, or (iii) punitive damages, regardless of the theory of liability (including negligence), even if DLDNation LLC has been advised of the possibility of such damages. The exclusions and limitations of this Section 21 will apply notwithstanding any failure of essential purpose of any limited remedy provided herein. Subject to the terms of this Section 21, DLDNation LLC’s maximum liability under this agreement shall not exceed the total fee paid by Purchaser to DLDNation LLC.

 

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each executed this Agreement through their selection of the “accept” term and by proceeding to the DLDNation LLC checkout, Purchaser hereby acknowledges that they have read this Agreement, agree to be bound by its terms, have had the sufficient opportunity to consult with legal counsel, have not been coerced to enter in to this Agreement, and are of the full capacity to execute and bind themselves to the terms of this Agreement.