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Licensing Agreement

LIMITED LICENSING AGREEMENT I. Purchasing a Club Leader Kit from this site entitles you, an individual person or organization, ("Licensee") to use the Club Leader Kit in accordance with the terms herein. II. RECITALS A. Licensee desires to offer educational programs for girls designed to increase the self-esteem of girls. B. GENaustin owns the copyright to certain materials relating to an afterschool program designed to raise the self-esteem of young girls (“Club Leader Kit ”) and is willing to provide Licensee with copies of the Club Leader Kit to allow Licensee to utilize the materials under the terms herein set forth. Each “Club Leader Kit” consists of 2 copies of the “clubGEN Activities Guide” and 2 copies of the “Club Leader Guide”). III. CONSIDERATION As consideration for GENaustin's granting of the license herein and the provision of the Club Leader Kit, Licensee agrees to: The payment to GENaustin of the total cost of the quantities purchased, as set out in the Order Form, plus shipping and all applicable taxes. IV. LICENSE AND RIGHTS GENaustin warrants it has full power and authority to grant this license and permission for use. Licensee's agreement on-line and/or actual receipt of the Club Leader Kit is considered acceptance of this Agreement and Licensee's agreement to abide by the terms of this Agreement. A. Single, Non-Exclusive License GENaustin grants a single non-exclusive license for the Club Leader Kit as detailed below. B. Duplication Rights This Agreement grants Licensee a limited right to duplicate the following portions of the Club Leader Kit ("Permissible Material") as part of the Licensee's educational program: - p. 16 Who's Who Worksheet - p. 19 You Ought be Be in Pictures (copying the GEN logo for an example to help girls design their own) - p. 101 Please Help Letter In no event shall Licensee make duplicate copies of any other portion of the Club Leader Kit. Moreover, Licensee shall not make copies of the Permissible Material in excess of those necessary for Licensee's educational purposes, nor shall copies be made available to any other person or organization for any purpose whatsoever. C. Other Rights Uses may be worldwide. The license granted herein is a two-year license from the date of shipment ("License Term"). Licensee may use the Club Leader Kit as many times as Licensee deems necessary for educational purposes during the License Term. After the expiration of the License Term, Licensee is required to register for a renewal of license, in order to continue usage of materials purchased at this time. ANY USE NOT SPECIFICALLY INCLUDED IN THIS AGREEMENT SHALL BE CONSIDERED TO BE OUTSIDE THE TERMS OF THIS AGREEMENT. THEREFORE, IF LICENSEE'S INTENDED USE IS NOT ADDRESSED IN THIS AGREEMENT, IT IS ASSUMED THE USE IS NOT PERMITTED. V. LIMITATIONS AND EXCLUSIONS A. This license is non-transferable and is validated by proof of purchase. Unless otherwise specified in this Agreement, this license is personal to Licensee and shall not be assigned by any act of Licensee or by operation of law without the express written consent of GENaustin. Licensee can only use one Club Leader Kit per club. Licensees obtaining multiple quantities of the Club Leader Kit on behalf of a school or organization can only use the Club Leader Kit for clubs within that school or organization and cannot share, sell, reproduce or otherwise transfer the Club Leader Kit to any other individual, entity or business. B. Licensee may not change the Club Leader Kit without GENaustin's written consent. This term is not intended to limit the Licensee's ability to use the Club Leader Kit in a manner that fits Licensee's needs. VI. COPYRIGHT AND OWNERSHIP It is specifically understood and agreed that Licensee does not acquire any ownership rights or any underlying copyrights, and that GENaustin retains all rights, title and interest in the Club Leader Kit obtained from GENaustin, including all copyrights belonging to the original copyright holder, as well as any modifications or improvements made to the licensed property by Licensee. VII. ADDITIONAL TERMS AND CONDITIONS A. Indemnification. Licensee agrees to defend, indemnify, and hold GENaustin, it's officers, directors, agents, dealers, associates, and employees free and harmless from any costs, expense, losses, damages, court costs, and attorney fees, or any other fees which GENaustin incurs as a result of Licensee's use of the Club Leader Kit. B. Limitation of Liability. The total liability, if any, of GENaustin to Licensee shall not exceed the amount paid to GENaustin by the Licensee under this Agreement. C. Right to Terminate. GENaustin shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event Licensee breaches any of its terms and provisions herein, including non-payment of license fee or the failure to abide by GENaustin's mission and values. In addition, GENaustin shall have the right to any other remedy available by law, including, but not limited to, injunctive relief and any other form of equitable relief. D. Governing Law and Venue. This Agreement is governed in accordance with the laws of the State of Texas applicable thereto. All disputes arising out of this Agreement shall be resolved by the courts (state and federal) of the State of Texas, County of Travis, including the United States District Court for the Western District of Texas; and Licensee, by using the Club Leader Kit, consents to the jurisdiction of such courts, and agrees to accept service of process by mail, express courier, or e-mail (using the information provided to GENaustin at the time of application), and hereby waives any jurisdictional or venue defenses otherwise available to it. GENaustin hereby gives notice that, by offering the Club Leader Kit for sale on the World Wide Web, it does not intend to subject itself to the jurisdiction of any other forum. E. Notices. Any notice required to be given to GENaustin pursuant or relating to this Agreement, shall be in writing and delivered personally by certified or registered mail, return receipt requested or delivered by a nationally-recognized overnight courier service (e.g. Federal Express, UPS) to GENaustin, Inc, P.O. Box 3122, Austin, Texas 78704. F. Entire Agreement and Amendments. This Agreement contains the entire understanding of the parties with regard to the subject hereof, and revokes and supersedes any and all prior agreements between the parties, including any option agreements, oral agreements, and written agreements, and is intended as a final expression of their agreement. This Agreement may be modified or amended by GENaustin with regard to Licensee by giving Licensee thirty (30) days written notice of the revised terms and/or provisions. It may not be amended by Licensee, except in writing signed by GENaustin and specifically referring to this Agreement. This shall take precedence over any other document that may be in conflict with said Agreement.