Copyright License Agreement for SalesSmyth Playbook Revision 2.3 Last Updated January 2023.

This Copyright License Agreement (this “Agreement”) is made effective as of January 1, 2023 ("Effective Date") between SalesSmyth LLC, (“Property Owner”), of 5525 N. Union Blvd – Ste 200, Colorado Springs, CO 80918, and Licensed Property User, of the address listed on their original Statement of Work.

This Agreement shall be solely governed by the laws of Colorado in the United States of America.  This Agreement will commence on the Effective Date and continue until either party provides written notice of termination to the other party with 30 days of notice.

In this Agreement, the party granting the right to use the licensed property, SalesSmyth LLC, will be referred to as the “Owner” and the party who is receiving the right to use the licensed property, will be referred to as the “User.”

1. Owner owns all proprietary rights in and to the copyrightable and/or copyrighted works described in this Agreement. The copyrighted works will collectively be referred to as “Work,” and consist of the SalesSmyth Sales Playbook.

2. Owner owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.

3. Owner desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of the Agreement.

The parties agree to abide by the terms as follows:

1. GRANT OF LICENSE.  Owner owns Property To Be Licensed (“Property”).  In accordance with this Agreement, Owner grants User a non-exclusive license to Use the Property.  Owner retains title and ownership of the Property.  User will own all rights to materials, products or other works (the “Work”) created by User in connection with this license upon payment of agreed upon consideration.
2. SCOPE AND LIMITATIONS. This grant of license applies only to internal use of the Property by Users employees and / or contractors.  Owner will always have the right to review any work done by the User, based on the Property.  Owner may request such a review at any time with one week’s notice.
3. RIGHTS AND OBLIGATIONS. User shall be the sole owner of the Work and all proprietary rights in and to the Work; however, such ownership shall not include ownership of the copyright in and to the Property or any other rights to the Property not specifically granted in this Agreement.

1. • Moral Rights. This Agreement affirms that Owner holds moral rights in the Property and as such, has the full right to seek action to protect their reputation and good name if the Property is defamed or altered without their permission.
   • Remedies and legal actions Owner can seek include monetary awards, delivery up, injunctions, and attorneys fees.

4. PAYMENT. User agrees to pay Owner a one-time royalty 'Platform Fee' to include a not-to-exceed number of individual employees and/or contractors.  User agrees to pay additional royalties for additional users at the rate of $165 per user.

5. MODIFICATIONS. Unless the prior written approval of the Owner is obtained, User may not modify or change the Property in any manner.  Licensee shall not use the Licensed property for any purpose that is unlawful or prohibited by these Terms of the Agreement.

6. DEFAULTS ON AGREEMENT. If User fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Owner shall have the option to cancel this Agreement by providing 30 days written notice to User.  Users shall have the option of taking corrective action to cure the default to prevent the termination of this Agreement if said corrective action is enacted prior to the end of the time period stated in the previous sentence.  There must be no other defaults during such time period or Owner will have the option to cancel this Agreement, despite previous corrective action.

7. WARRANTIES. Neither party makes any warranties with respect to the use, sale or transfer of the Property by the other party or by any third party, and the User accepts the product “AS IS.”  In no event will the Owner be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Property.

8. TRANSFER OF RIGHTS. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

9. INDEMNIFICATION.  Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims.  The indemnifying party shall have the sole right to defend such claims at its own expense.  The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying patty may reasonably request.  This indemnity will survive the termination of this Agreement.

10. AMENDMENT.  This Agreement may be modified or amended at the sole discretion of Property Owner.

11. TERMINATION.  This Agreement may be terminated by either party providing 30 days written notice to the other party.  This Agreement shall terminate automatically on Termination Date.

• Upon termination or expiration of this Agreement, Licensee User shall cease distributing the Work as soon as commercially feasible.
• Termination or expiration of this Agreement shall not extinguish any of Licensee’s or Copyright Owner’s obligations under this Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.

12. SEVERABILITY.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or unenforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.  This Agreement supersedes any prior written or oral agreements between the parties.

14. ARBITRATION.  All disputes under this Agreement that cannot be resolved by the Parties will be submitted to arbitration following the rules and regulations of the American Arbitration Association. Either Owner or User may start arbitration after providing 30 days written notice to the other party and all arbitration costs will be equally divided between Owner and User.  Any and all awards rendered by the arbitrator will be final and binding on the parties and may be enforced by a court of law in the relevant jurisdiction.