FAST Start            Marketing             Clinical             Business             What's Working NOW!            Tech Help             Templates

TEMPLATE LICENSE TERMS AGREEMENT

This Template License Terms Agreement (the "Agreement") is made effective as of November 4, 2019 by and between the following Licensor: MORE PATIENTS NOW!, a Colorado S-Corporation, with the address of: 6767 South Spruce Street, Suite 210, Centennial, CO 80112

and the Licensee: USER OF MORE PATIENTS NOW! INNER CIRCLE PROGRAM.

In the Agreement, the Party who is granting the right to use the licensed property will be referred to as “MORE PATIENTS NOW!” and the Party who is receiving the right to use the licensed property will be referred to as “Licensee” or “USER.” The individuals may be known collectively as the "Parties." All references to the Licensee and Licensor in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and subsidiaries.

The Parties agree use of the More Patients NOW! Inner Circle is binding to the following:

I. GRANT OF NON-EXCLUSIVE LICENSE

1. MORE PATIENTS NOW! owns the following property (the "Authored Work"): ANY AND ALL: templates, graphics, logos, forms, spread sheets, work sheets, websites, landing pages, brochures and marketing materials found within the entire More Patients NOW! Inner Circle Program and Template Library.

2. In accordance with this Agreement, MORE PATIENTS NOW! grants USER a NON-TRANSFERABLE, REVOCABLE, NON-EXCLUSIVE license to use the Authored Work.

3. This License provides the limited right to reproduce, publicly display and distribute the Authored Work only for the agreed upon terms set forth in this Agreement. The Authored Work used for any purpose not directly related to these terms must be with the express written permission of the Licensor and may include the payment of additional fees, above and beyond fees outlined in Section 7, unless otherwise agreed to in writing.

4. Licensee MAY use the Authored Work in the following manner:

a. USER can modify or manipulate the Authored Work only in the following manner: adding USER logo, name, address, website, email and brand colors. Add their own photos, or photos USER has full rights or license to use.

b. USER can use the Authored Work only in the following manner: for use in USER’s private business.

5. Licensee may NOT use the Authored Work in the following manner:

a. USER can’t use the Authored Work in any manner if membership and monthly payment ends. See Section 7.

b. USER can’t share or redistribute the Authored Work to any other person or party or as stock, in a tool or template, or with source files. USER can’t do this with the Authored Work either on its own or bundled with other items, and even if USER modifies the Authored Work. USER can’t redistribute or make available the Authored Work as-is or with superficial modifications. These things are not allowed even if the redistribution is for free.

c. USER can’t use the Authored Work in any application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand”, “made to order” or “build it yourself” application.

d. USER can’t use the Authored Work for merchandising and/or for sale, or on any physical items for resale or on any similar mass produced item.

e. USER can’t claim trademark, copyright or service mark rights over the Authored Work in any form or in any use.

f. USER can’t sell or redistribute the Authored Work in any manner.

g. USER can’t use the Authored Work to create pornographic, libelous, obscene or defamatory material.

h. USER can’t place the Authored Work on: any website in a complete or archived downloadable format. On any electronic bulletin board or downloadable format. In a way that enables it to be distributed in any other way.

6. MORE PATIENTS NOW! retains title, ownership and copyright of the Authored Work.

7. This grant of license only applies to following described geographical area: United States, Canada, United Kingdom, Australia and New Zealand.

II. ROYALTY PAYMENTS

8. Licensee shall pay to Licensor a royalty which shall be calculated according to the following payment arrangement:

Licensee shall pay Licensor the current monthly fee for the More Patients NOW! Inner Circle. Should Licensee cancel their membership and monthly payment, Licensee agrees to IMMEDIATELY CEASE use of any and all Authored Work currently using or have used in the past, and destroy all Authored Work from any computers, online profiles, social media profiles, online websites and any other place User has published the Authored Work. In order for Licensee to continue using any or all Authored Work from the Portal, after cancelling their membership, Licensee must pay Licensor a Buy Out Fee of $2,500.00 (TWO THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS). USD. Licensee's monthly fees already paid will be applied to the Buy Out Fee with any remaining balance to be paid immediately upon cancellation.

III. MODIFICATIONS

9. Unless the prior written approval of the Licensor is given, the Licensee may not modify or change the Authored Work in any manner.

IV. DEFAULTS

10. If the Licensee fails to abide by the obligations of this Agreement, including the obligation to make any royalty payments when due, the Licensor shall have the option to cancel this Agreement by providing 5 business days' written notice to the Licensee.

11. The Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated above and if there are no other defaults during such time period.

V. CONFIDENTIAL INFORMATION

12. The term "Confidential Information" refers to any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Works.

13. Regardless of whether specifically identified as confidential or proprietary, Confidential Information" shall include any information provided by the Licensor concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.

14. Confidential Information does not include the following:

a. Matters of public knowledge that result from disclosure by MORE PATIENTS NOW!

b. Information rightfully received by USER from a third party without a duty of confidentiality.

c. Information independently developed by USER.

d. Information disclosed by operation of law.

e. Information disclosed by USER with prior written consent from MORE PATIENTS NOW!

f. Any other information that both Parties agree in writing is not confidential.

VI. PROTECTION OF CONFIDENTIAL INFORMATION

15. USER understands and acknowledges that the Confidential Information has been developed or obtained by MORE PATIENTS NOW! by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of MORE PATIENTS NOW! which provides MORE PATIENTS NOW! with a significant competitive advantage, and needs to be protected from improper disclosure.

16. In consideration for the receipt by USER of any Confidential Information, USER agrees as follows:

a. No Disclosure: USER will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of MORE PATIENTS NOW!.

b. No Copying or Modifying: USER will not copy or modify any Confidential Information without the prior written consent of MORE PATIENTS NOW!.

c. Unauthorized Use: USER shall promptly advise MORE PATIENTS NOW! if USER becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

d. Application to Employees: USER shall not disclose any Confidential Information to any employees of USER, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of MORE PATIENTS NOW!.

VII. WARRANTIES

17. Neither Party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other Party or by any third-party, and USER accepts the product "AS IS."

18. In no event will MORE PATIENTS NOW! be responsible for direct, indirect, special, incidental, or consequential damages that are in any way related to USER’s use of the Authored Work.

VIII. TRANSFER OF RIGHTS

19. This Agreement shall be binding on any successors of the Parties.

20. 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.

IX. TERMINATION

21. This Agreement can only be terminated upon the occurrence of the following event: If the Licensee cancels their More Patients NOW! Inner Circle membership, Licensee agrees to IMMEDIATELY CEASE use of any and all Authored Work currently using or have used in the past, and destroy all Authored Work from any computers, online profiles, social media profiles, online websites and any other place Licensee has published the Authored Work. In order for Licensee to continue using any or all Authored Work, after cancelling their membership, Licensee must pay Licensor a Buy Out Fee listed in section 7 of this Agreement.

X. ENTIRE AGREEMENT

22. This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.

XI. SEVERABILITY

23. If any provisions of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

24. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

XII. AMENDMENT

25. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.

XIII. WAIVER OF CONTRACTUAL RIGHTS

26. 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.

XIV. APPLICABLE LAW

27. This Agreement shall be governed by the laws of the State of Colorado.

Copyright © More Patients NOW! All Rights Reserved.

6767 South Spruce Street · Suite 210
Centennial, Colorado 80112

Use of this website and use of any materials, templates, scripts or forms means you agree to be bound by the Terms and Conditions and the Template License Terms.