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Client may contact FranklinCovey via email to request additional licenses or optional products and/or services. For some products and services <br />where additional terms are necessary, an order form will be issued. <br />If this Agreement is executed by Client after the License Start Date above, FranklinCovey may adjust the License Start and End Date based on the <br />date FranklinCovey activates the License and provided the License Term does not change. Such change shall not affect the License Fee. <br />Terms and Conditions <br />A. Grant of Rights. FranklinCovey grants Client a limited, non-exclusive, non -transferable, revocable license for the Passholders, for whom fees <br />have been paid, to (a) print or download from FranklinCovey's web -based platforms, the participant and facilitator Materials as they exist <br />(collectively "Materials'); and (b) create "Compilations," which means a Passholder's right to take portions of the downloadable Materials and <br />use them in accordance with the terms of this Agreement and specifically in accordance with the Guidelines attached hereto as Exhibit A. <br />B. Limitations to Grant of Rights. Client agrees not to make, or allow its employees to make, Derivative Works (defined by U.S. Copyright Law, 17 <br />U.S.C. §101, as amended). Client will effectively communicate to its Passholders that the Materials are copyright -protected and the proprietary <br />property of FranklinCovey, and that neither Client nor its employees shall file share, distribute to a third party, or publicly post (Slide Share, <br />YouTube, etc.) any of the Materials except as provided for herein. Client acknowledges and agrees that it will take commercially practicable <br />means as technologically feasible, to prevent the Materials from being used or accessed without proper authorization. Materials designated as <br />"Facilitator Materials" are intended for use by Passholders certified to deliver the FranklinCovey Solutions. Non-Passholders are not eligible for <br />Passholder pricing. Training must be delivered and participant Materials consumed during the License Term. <br />C. Term. This Agreement shall commence on the License Start Date and continue as indicated in the table above (all terms in the table are <br />collectively referred to as the "Initial Term") and is non -cancelable except for a material breach as described in "Termination and Events of <br />Termination" below. <br />D. Termination and Events of Termination. Either party may terminate this Agreement with 30 days written notice of a material breach of this <br />Agreement only, if uncured within such 30 day period. Upon termination of each Passholder license, such Passholders shall immediately (a) <br />discontinue all use of the FranklinCovey Solutions; (b) discontinue all use of Compilations; and (c) remove all FranklinCovey content from <br />Compilations which were blended with Client content. Notwithstanding the foregoing, Passholders who received the Participant materials prior <br />to termination may continue to use them for their personal use to apply the concepts learned from a FranklinCovey Solution. <br />E. Fees and Payment Terms. Client agrees to pay FranklinCovey the non-refundable non-prorateable fees described above at the beginning of <br />each license term and within 45 days of the receipt of an invoice. Additional Products and/or Services ordered under this Agreement shall be <br />payable when delivered. Pricing does not include applicable sales and use taxes, shipping & handling fees, or travel expenses, which are the <br />responsibility of the Client. Interest shall accrue on all delinquent accounts at the rate of 1.5% per month. Pricing for License Fees is fixed during <br />the Initial Term and is subject to an increase annually thereafter. Pricing for Services and Products is subject to an increase upon sixty (60) days' <br />notice. <br />F. Returning Participant Materials. Participant materials shipped from and delivered to locations in the U.S. and Canada are eligible for refund if <br />returned unused to FranklinCovey within thirty (30) days of purchase. Customized products and electronic participant materials are not <br />accepted for return or exchange. Participant materials shipped from and delivered to locations outside the U.S. and Canada are not eligible for a <br />refund. <br />G. Administrative Services. Administrative Services include uploading participants to the portal, providing standard usage reports, turning content <br />on and off, sending login details to passholders, setting up teams within the pass, exporting user lists, and providing spreadsheets. <br />H. Single Sign On (SSO). In the event Client utilizes SSO integration, FranklinCovey shall provide Passholders with SSO access to the platform <br />utilizing SAML 2.0 technology. Activation is contingent on successful compatibility and testing. User authentication is controlled by Client's SSO <br />system and responsibility for password complexity and length are the sole responsibility of Client's SSO system following activation. <br />I. Third Party Restrictions. The facilitator videos, Microlearning (formerly known as Jhana), exercises, and modules may not be modified or edited <br />in any way. Certain facilitator program videos may not be embedded into the facilitator PowerPoint. Digital access is not available with certain <br />ancillary participant materials. These program videos and materials, including, but not limited to Creative Juicers, FranklinCovey Style Guide, <br />Managing Essentials, Leadership Essentials, and Leadership Foundations Handbook, may be purchased separately, upon request. <br />J. Copyright. Client acknowledges that FranklinCovey or its licensors exclusively own all proprietary rights and copyrights to the FranklinCovey <br />Solutions, Materials, and training sessions, including, but not limited to, any related documentation, images, animation, sound, music, and text, <br />and Client shall communicate the same to Participants. Any unauthorized use, reuse, copying, reproduction, recording, transmittal, <br />modification, or revision of the FranklinCovey Solutions, Materials, or training sessions is expressly prohibited and will constitute a breach ofthis <br />Agreement and/or copyright laws. <br />K. Insurance. FranklinCovey will procure and maintain, at its sole expense, the minimum insurance requirements set forth in Exhibit B to this <br />License Agreement. <br />Page 2 of 4 AAP License Agreement/Revised 6-2024 <br />