LIMITED LICENSE AND PERMITTED USE
OF THE QUANTUM LEAP SYTEM AND RELATED PRODUCTS
The Quantum Leap System consists of consists of three (3) core products, which work independently or in combination to produce exceptionally fast and effective results. The three products are the CORE Multidimensional Awareness Profile (CORE MAP)™, the Rapidly Accelerated Mind Patterning (RAMP)™ Method, and the Success-GPS™ Assessment and Success-GPS Playbook series. All products are proprietary, and wholly owned by the stockholders of Quantum Leap Systems, Inc. who have assigned licensing rights to Quantum Leap University™ (QLU). All rights belong to Quantum Leap Systems, Inc. Stockholders and Quantum Leap University™. None are conveyed to Licensee in this Licensing Agreement other than those expressly granted herein. This License Agreement (hereinafter referred to as "Agreement") is effective upon acceptance and will remain in effect for the duration of Licensees use of any Quantum Leap Systems (hereinafter referred to a Licensor) or any of Licensor’s related products.
Licensee agrees that any use of Licensor’s Products, or any of Licensor’s websites constitutes agreement to the Terms and Conditions set forth in Agreement.
By registering for, and participating in CORE MAP™, RAMP™, Success-GPS™, or any other training provided by Licensor, Licensee agrees to the following terms and conditions:
CONTENT OF LICENSED MATERIALS; GRANT OF LICENSE
1. Proprietary Methodology, Processes and Materials. The Proprietary Methodology, Processes and Materials that are the subject of this Agreement shall consist of all methods, procedures and processes taught to Licensee in group training or in private sessions, and to all physical and electronic information published or otherwise made available by Licensor.
2. Rights. Licensee acknowledges that all rights and title to the Proprietary Methodology and the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor. Licensee shall have no right, title or interest in the Proprietary Methodology or the Licensed Materials except as expressly set forth in this Agreement.
3. Grant of License. Except for termination for cause, Licensor hereby grants to Licensee a nonexclusive, non-transferable, revocable license to use any Licensed Methodologies and Materials made available during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement.
4. SPECIFIC RESTRICTIONS AND PROHIBITIONS
a) Quantum Leap training is designed to prepare Licensee to administer CORE MAP and Success-GPS assessments in any appropriate private or personally assembled group setting.
b) Quantum Leap training is designed to prepare Licensee to administer the RAMP process in private sessions with one individual, a couple, a family and/or in small, personally assembled groups. Any other use is a violation of this agreement and cause for revocation of Licensee’s license.
c) Licensee understands and agrees that Licensee is not licensed to present the RAMP process in public settings as a public demonstration or in presentations of any kind. Approved programs explaining the benefits of RAMP for marketing purposes may be presented. All program materials must either come from or be approved by Licensor.
d) Licensee understands and agrees that Licensee is not licensed to teach the RAMP process in part or in full to others and will not teach or attempt to teach it at any time or in any form.
5. Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Process and/or Materials.
6. Modification of Licensed Process and/or Materials. Licensee shall not modify or create any derivative work of the Licensed Processes, Methods and/or Materials or teach or attempt to teach the procedures without the prior written permission of Dr. Sherry Buffington or an authorized representative of Quantum Leap University.
7. Indemnity. Licensee agrees to indemnify Licensor, save and hold harmless against any and all claims for loss, liability or damage, including attorneys' fees, arising out of or in connection with acts done or to have been done by Licensee or its agents, or arising out of, or in connection with negligent omissions of Licensee.
8. Assignment. Licensee shall not directly or indirectly transfer or assign, nor attempt to transfer or assign this Agreement, or any right or obligation hereunder, without the prior written consent of Licensor and executed by same.
9. Term, Termination, and Non-disclosure
a) The term of licensing under this Agreement shall be for one (1) year from the date of certification, subject to automatic annual renewals thereafter, provided that: (1) the Licensee is in good standing under this Agreement, and (2) Licensee has met all minimum requirements as determined by Licensor. Should minimum requirements not be met, Licensee will be given a thirty (30) day notice to provide the opportunity to meet requirements. Should requirements not be met, this agreement will be terminated.
b) Licensee may terminate this Agreement without cause at any time by written notice to Licensor. Notwithstanding the foregoing, Licensor may terminate Licensee immediately upon written notice of a material violation by Licensee should such violation not be corrected within seven (7) days of notification.
c) Licensor shall not be liable to Licensee for any incidental or consequential damages, whether in the form of lost profits or otherwise, and whether directly or remotely sustained or caused by negligence or otherwise, by reason of any termination, non-renewal or expiration of this Agreement. Termination, non-renewal or expiration of this Agreement shall not operate as a cancellation of any indebtedness owing to Licensor by Licensee at the time of such termination.
d) Licensee will be privy to proprietary materials, procedures, and intellectual property which may not be shared in any form, either verbally or through any written or electronic media with individuals who are not licensed to use said materials, procedures and intellectual property, except as provided under the terms of this agreement.
10. Effect of Termination. Upon any termination, Licensee will immediately discontinue the use of all Quantum Leap products and processes and take all necessary steps to remove any reference thereto from electronic, printed and any other forms of media, and will disassociate self from any express or implied relationship with Licensor. If terminated for cause Licensee will immediately cease and desist from use of Quantum Leap products. Further, Licensor may seek relief by way of temporary restraining order or injunction to remedy any misuse or the Processes or Products. Termination of this agreement by either party, with or without cause, does not release Licensee from its agreement of non-disclosure. Any attempt to disclose, duplicate or create facsimiles of proprietary materials, procedures, and/or intellectual property will result in legal action.
11. Legal Notice . Licensee understands that violation of this Licensing Agreement may result in legal action against Licensee and, should legal action be necessary, Licensee agrees to be held liable for all legal costs. Any legal action taken to defend the intellectual properties and/or rights of Licensor, Dr. Sherry Buffington and/or authorized representatives will be held in the location and at the time determined by Licensor. Licensee understands and agrees that should any legal action be required to protect the properties of Licensor, Licensee will be responsible for all legal and related costs incurred as is outlined in 14 (e) below.
12. Reproduction of Methods, Processes and/or Products. No materials, products or procedures may be copied, reproduced in any form or taught without the written permission of Licensor. Licensee understands and agrees that all Products and all marketing materials, sales literature and related documentation (collectively the Copyrighted Materials) are proprietary in nature and/or copyrighted and fully owned by Licensor. No right, expressed or implied is granted to Licensee under this Agreement or otherwise to reproduce in any manner or medium the Proprietary or Copyrighted Materials or teach the proprietary Methods or Processes, nor is Licensee authorized to allow others to reproduce or copy or present the Proprietary or Copyrighted Materials. Such actions will constitute a breach of contract and may result in legal action. Licensee understands and agrees that should legal action be required to protect the properties of Licensor, Licensee will be wholly responsible for all legal and related costs.
13. Trademarks, Copyrights and Trade Secrets.
a) The trademarks, copyrights and trade secrets relating to Products/Programs shall at all times remain the sole and exclusive property of Licensor. It is expressly understood that no license to use these trademarks, copyrights or trade secrets is created hereunder except as provided herein. Licensee may not use the trademarks owned by Licensor in any manner (including but not limited to sales and advertising, business, trade or corporate name; letterhead and business cards; Internet website, etc.) except as may be incidental to identify Licensor as the developer and owner of the intellectual property relating to Products and Processes. Licensee shall not use any of the trademarks used or owned by Licensor in identifying its own company name other than to identify itself as an authorized Licensee
b) No claim or warranty has been made by Licensor, its employees, or representatives, relating directly or indirectly to the level of income that Licensee is likely to earn as a result of being awarded a License in accordance with the terms described herein. The success of the business venture contemplated to be undertaken by Licensee by virtue of this Agreement is speculative and depends, to a large extent, upon the ability of Licensee as an independent business person, and Licensee’s active participation in the daily affairs of the business as well as other factors. Licensor does not make any representation or warranty, express or implied, as to the potential success of the business venture contemplated hereby.
c) Licensee acknowledges that it has entered into this Agreement after making an independent investigation of Licensor’s Processes and Products and not upon any representation as to gross revenues, volume, potential earnings or profits which Licensee in particular might be expected to realize, nor has anyone made any other representation which is not expressly set forth herein, to induce Licensee to accept and execute this Agreement. Licensee represents that this Agreement has been read in its entirety and Licensee has been given the opportunity to clarify any provisions that were not understood. Licensee further represents that the terms, conditions and obligations of this Agreement are understood and agrees to be bound thereby. This Agreement supersedes all prior agreements, understandings, negotiations or discussions by and between Licensee and Licensor
d) Licensee agrees to abide by the terms, conditions and requirements of Licensor andLicensorLicensor Licensor
e) All products, programs, and materials developed by Licensor are, and will remain, the sole property of Licensor, and Licensee shall not make use of any such programs or materials except as a licensed distributor according to the guidelines set forth herein. Neither shall Licensee make any derivative or facsimile of any processes, products or materials provided by or through Licensor. Any unauthorized use or disclosure will constitute grounds for immediate termination and subsequent legal action, including, but not limited to, issuance of cease and desist orders, and recovery of any losses or damages caused by such unauthorized use. Should any such legal action to protect Licensor’s rights and properties become necessary through misuse or misconduct by Licensee, Licensee will be liable for all attorney fees incurred to protect Licensor’s rights and properties and Licensor will determine the place and jurisdiction of any such legal action as may be necessary.
f) The responsibility for generating leads, obtaining clients and producing revenue rests solely with Licensee. Licensor is not obligated in any way to assist Licensee, either directly or indirectly in securing accounts, locations or sites for Licensee. Licensee agrees that the any training provided by Licensor, which includes, in part, general guidance for marketing strategies, does not constitute direct or indirect assistance in procuring accounts on Licensee 's behalf.
g) The purchase by LicenseeLicensor during the term of this Agreement are made on a final sale basis. Licensor shall be under no obligation to refund any part of the price for training, Products, supplies or marketing materials, nor shall it be under any obligation to repurchase any items, though rights to repurchase all materials may be exercised at Licensor’s discretion.
h) Any initial or periodic training or seminars provided by Licensor from time to time shall be designed to facilitate the administration of Processes and/or market Products. Licensee understands and acknowledges that the success of its business depends primarily on its own efforts and that any assistance provided by Licensor shall not be deemed to be significant as defined by the federal and state franchise laws.
i) Licensee is not an exclusive agent of Licensor and may market the products of other organizations while in association with Licensor.
j) Licensee agrees to not use the names “Quantum Leap System,” “CORE Multidimensional Awareness Profile,” “CORE MAP,” “Rapidly Accelerated Mind Patterning,” “Accelerated Mind Patterning,” “RAMP,” “AMP,” “Success-GPS” or any other of the names of Licensor’s products in Licensee's company name. However, Licensee’s business may be identified as a Certified Licensee or Certified Practitioner once certification is granted and/or as a distributor for the Products offered by Licensor.
k) Licensee agrees that, if it uses any of Licensor’s logos, it will only use the then-current version of said logo, as provided by Licensor, and only when identifying itself as a Licensee or authorized distributor of Licensor’sLicensor's rights hereunder, violation of this provision shall be a material violation of this Agreement.
l) Licensee may use the Quantum Leap Systems, CORE MAP, RAMP and Success-GPS logos on its printed materials provided the logos are not altered in any way.
m) Licensee agrees to use their own company name and the words “Certified Quantum Leap Coach” or “Certified Quantum Leap Consultant” wherever the Quantum Leap logo is used.
n) Licensee agrees to use their own company name and the words “Certified CORE MAP Facilitator” or “Certified CORE MAP Consultant” wherever the CORE MAP logo is used independently.
o) Licensee agrees to use their own company name and the words "Certified RAMP Practitioner" wherever the RAMP logo is used independently.
p) Licensee agrees to use their own company name and the words "Certified Success-GPS Provider" wherever the Success-GPS logo is used independently.
q) Licensee agrees to immediately discontinue all use of Licensor logos if this Agreement is terminated for any reason.
r) Licensee agrees to the following guidelines when developing and presenting websites or marketing materials:
s) Licensee agrees to the following guidelines when developing and presenting websites or marketing materials:
ii. The links to the Licensor’s websites must be identified with the official logos and/or "Certified” labels.
iii. Licensee will not display the prices of any Products of Licensor.
iv. The names “Quantum Leap,” Quantum Leap Systems,” “Rapidly Accelerated Mind Patterning,” “Accelerated Mind Patterning, “RAMP,” “AMP,” “Success-GPS” or any other names of Licensor’s products will not be used in Licensee's virtual domain name.
v. The names “Quantum Leap,” Quantum Leap Systems,” “Rapidly Accelerated Mind Patterning,” “Accelerated Mind Patterning, “RAMP,” “AMP,” “Success-GPS” or any other names of Licensor’s products will not be used in the heading of a website page or headings of marketing materials.
vi. Licensee's company name will be dominant, so as to clearly identify the website and marketing materials as being that of the Licensee and different from the website(s) of Licensor.
14. Annual License Fee
Licensee understands and agrees that, beginning one year from the date of registration, the annual licensing fee for the Quantum Leap System will begin. Annual licensing fee per Product (CORE MAP, RAMP or Success-GPS) is three hundred, ninety-five dollars($395) per year where Licensee is licensed to use just one Product. The annual licensing fee for two or all three Products is five hundred, seventy, five dollars ($575) per year, if paid in full annually, or is payable in monthly payments of $50 per month via automatic credit card deduction. Licensing fees are subject to increase and notice of any increase will be given 90 days prior to such increase.
License Fees Include:
- License to use the Product (CORE MAP, RAMP, and/or Success-GPS)
- Electronic Access to Product training and Resource Centers
- Monthly Group Coaching Calls for continued success with CORE MAP,
RAMP and/or Success-GPS (value $500)
- Specially Scheduled Marketing and Business Success Webinars or Teleseminars (minimum $500 value)
- One hour of private Business-Related Coaching/Mentoring Annually ($500 value)
- Affiliate commissions or wholesale prices on all Quantum Leap Systems products.
CORE MAP Additions
- Unlimited Progress Assessments and Reports for CORE MAP (value per report $25 – total value limitless*)
- 10 CORE clicks ($250 value @ wholesale rack rate)
- Unlimited use of the RAMP Method in one-on-one sessions (value limitless*)
- Unlimited use of the RAMP Method in privately assembled groups (value limitless*)
- Unlimited use of Success-GPS Assessments for individual or group coaching (value limitless*)
- Unlimited use of the Success-GPS Playbook Introduction for individual or group coaching (value limitless*)
- 50 Success-GPS Playbook Journals in any combination (value $750)
* Inclusions marked as limitless value, refer to the value of unlimited access to the product or
method. Value is limited only by Licensees desire or capacity to make use of available assets.
a) Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if mailed by certified or registered mail, return receipt requested, postage prepaid, to the parties at the addresses on the first page of this Agreement (or such other addresses that shall be given in writing by any party to the other) or if an electronic communication has been formally acknowledged as received.
b) Modification. No alterations or variations of the terms and provisions of this Agreement shall be valid unless made in writing and signed by all of the parties hereto or their successors or assigns.
c) Final Agreement. This Agreement contains the final and complete contract of the parties hereto and such Agreement supersedes all prior oral or written promises, undertakings, understandings or negotiations concerning the subject matter of this Agreement. This Agreement shall inure to the benefit and be binding upon Licensor and Licensee, and their successors and assigns.
d) Governing Law. This Agreement shall be construed and governed by the laws of the State of Texas and venue for any matter shall be in Dallas County, Texas unless Licensee is otherwise notified.
e) Counterparts. This Agreement may be executed simultaneously in two or more parts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
f) Paragraph and Subparagraph Heading. Paragraph and subparagraph headings inserted in this Agreement are for convenience only and shall not be deemed to have any legal affect whatsoever in the interpretation of this instrument.
g) Execution of Additional Documents. The parties hereto agree that they will promptly execute any and all further documents necessary and/or appropriate for the consummation of this Agreement according to its terms and conditions.
h) Survivability. All obligations and covenants of the parties under this Agreement that the parties have expressly agreed to extend beyond the term of this Agreement shall survive any termination or expiration of this Agreement.
i) Severability. This Agreement shall be deemed severable, and if any portion hereof shall be held invalid for any reason, the remainder shall not thereby be invalidated, but shall remain in full force and effect.
j) Non-waiver. Except as otherwise expressly provided in this Agreement, no failure of the parties to exercise any powers given them under this Agreement or to insist upon strict compliance of any contract obligation and no custom or practice at variance with the terms thereof shall constitute a waiver of the parties' rights to demand exact compliance with the terms hereof.
k) Breach. If either party hereto has breached any of the provisions of this Agreement, the failure of the other party to promptly give written notice of termination shall not constitute waiver of such party's rights to termination for such breach or any other breach.
l) Review of Agreement. Licensee acknowledges that it has had the opportunity to review and study this Agreement, has had the time to consult with others and has had sufficient time to consider and understand the terms as set forth herein.
m) Mutual Covenant. All parties agree to work in the best interest of their association at all times and to put forth their best efforts, each to ensure the success of the other.
By use of any of Licensor’s Products, Processes, Methods or Websites, Licensee warrants that she/he has read and understands this agreement and agrees to the terms and conditions presented herein.