BY USING THE LICENSE, YOU ACCEPT THESE TERMS.

By purchasing a license to use the SuccessDNA™ Pro License (“SDNA”), the user accepts and agrees to abide by the following terms and conditions in connection with the use of SDNA. This End User License Agreement (the “Agreement”) is made and entered into effective as of the date of purchase by and between you (the “Licensee”) and Kuhn Solutions Group, LLC, its affiliates, representatives, successors and permitted assigns (collectively referred to as the “Licensor”), a Pennsylvania company located at 5 Puskar Lane, Canonsburg, PA 15317, United States of America.

RECITALS

WHEREAS, Licensor owns SDNA training material and all collateral materials that accompany it (collectively “SDNA”) and retains full and complete title to SDNA and all updates and subsequent copies of SDNA, regardless of the media or form in which the copies may exist, including copies made in violation of the terms of this License.

WHEREAS, SDNA is protected by the International Copyright, Trademark and Intellectual Property laws.

WHEREAS, Licensor desires to grant Licensee a license to use SDNA as specified in this Agreement.

WHEREAS, Licensee wishes to use SDNA under the conditions as specified in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows:

1. LICENSE.

Licensor hereby grants to Licensee a non-exclusive, non-assignable, non-transferable, and revocable license to use SDNA to train customers and clients (the “Users”) in the subject matter of SDNA. The foregoing includes the right to teach the subject matter of SDNA and to use SDNA materials in connection with providing such training to Users but it does not include the right to authorize persons to reproduce or use SDNA. Without limiting the generality of the foregoing, Licensee agrees to the following:

a. Licensor owns all rights, title and interest in all elements and all forms of embodiment of SDNA including without limitation the design, software, copyright and trademark of SDNA.

b. SDNA will not be re-sold, lent, rented, assigned or transferred to any party in any form nor used to produce any other commercial product either for sale, lease, rent or to give away.

c. SDNA may not be duplicated for any purpose other than for archiving. The Licensee is entitled to allow persons who attend SDNA training sessions to retain only copies of the printed participant manual and will ensure that electronic versions of the materials are not distributed to or retained by participants.

d. Licensee agrees, if necessary, to purchase training materials for each participant from the Licensor at the prevailing price and to not provide training without such materials.

e. SDNA training materials will be provided to Licensee in their own portal. Materials available is subject to Licensee being in compliance with terms and conditions, attached addendums, and payment structure agreed to by Licensee with Licensor.

f. SDNA will be used only in live, instructor-led situations. The Licensee may not make SDNA available to people who have not attended a live, instructor-led training course.

g. The Licensee will not use SDNA to produce derivative works.

h. The Licensee will, if questioned, acknowledge the true copyright holder and supply a copy of this Agreement to ensure that participants do not violate the copyright.

i. SDNA may not be modified or duplicated. The following trademark and copyright statement must accompany each use of SDNA materials: SuccessDNA™ is created & trademark of Alex Kuhn & Kuhn Solutions Group, © Learn More at www.bornleaders.com

2. NATURE OF RELATIONSHIP

The parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement. Neither party shall have any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether expressed or implied, or the power to bind the other party in any respect whatsoever.

3. TERM.

This License is effective for the period of one year from the date of purchase with automatic successive one-year renewal terms. Licensor may terminate this Agreement and all rights and licenses granted hereby:

a. Immediately on written notice in the use of SDNA in violation of this Agreement,

b. If Licensee fails to comply with any material provision of this Agreement and does not correct such failure within two weeks of written notice of such failure.

c. Upon the terms and conditions set out in any other agreement between the parties or pursuant to which Licensee has been granted rights to use SDNA.

Upon termination the Licensee has no further right to SDNA, shall cease to use any portion of SDNA for any purpose and must return it to Licensor, or provide Licensor with evidence that SDNA has been destroyed.

4. WEBSITE, USER DATA & AFFILIATE AGREEMENT

Licensee is granted access to specific Site and Service webpages owned and/or operated by Kuhn Solutions Group, LLC to gain access to User data & information. These specific Site and Service webpages will be located in the Licensee portal. The User & Licensee Data Privacy Policy, Terms of Use & Conditions, and Affiliate Agreement will abide by the guidelines set forth at the following website: bornleaders.com/terms.

5. SOFTWARE USAGE

Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to SDNA are held and owned by Licensor.

Subject to compliance with and notwithstanding any divergent provision of these Terms, the Licensor merely grants Licensee and it’s Users a revocable, non-exclusive, non-sublicensable and non-transferable license to use the software and/or any other technical means embedded in the Service within the scope and for the purposes of this SDNA.

This license does not grant Licensee any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Licensor’s sole property.

All rights and license grants to Licensee and their Users shall immediately terminate upon any termination or expiration of the Agreement.

Without prejudice to the above, under this license, Licensee’s and their Users may download, install, use and run the software on the permitted number of devices, provided that such devices are common and up-to-date in terms of technology and market standards.

Licensor reserves the right to release updates, fixes and further developments of this Software and/or its related applications and to provide them to Users for free. Users may need to download and install such updates to continue using this Software and/or its related applications.

6. ACCURACY OF INFORMATION.

While Licensor tries to ensure this information in SDNA is current and accurate, it offers no warranty that the information is error free. Licensee agrees that Licensor will not be liable for any claims or damages arising from any errors or inaccuracies in SDNA and the documents used in connection with it.

7. HIGH RISK ACTIVITIES.

SDNA is not designed to recommend specific business direction or actions. Financial, business, strategic decisions and business recommendations and procedures outlined in SDNA are based upon sound principle, countless hours of research, writing, editing, and classroom training, but should be in no way taken as professional business advice. These materials are strictly reference material and make no implied or actual recommendations on how to run a business or enter into any financial or legal agreement that may result in the loss of business or income.

Accordingly, without limiting the applicability of certain sections of this Agreement, Licensor specifically disclaims any express or implied warranty of merchantability or fitness for a particular purpose. Licensee agrees that Licensor will not be liable for any claims or damages arising from the use of SDNA in any context.

8. LIMITED WARRANTY.

Licensor warrants to the Licensee that, for a period of thirty days from the date that SDNA is purchased that the materials supplied, if necessary, will be free from defects and that, if installed and used in accordance with Licensor's express instructions, SDNA will substantially perform those functions described in Licensor’s documentation. Licensor does not, however, warrant that your use of SDNA will be error free, virus free or secure.

If Licensee makes any valid claim of defect during the thirty-day period, Licensor will provide a replacement. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so limitations may not apply to Licensee. Other than the specific warranties provided above, SDNA and accompanying materials are provided as is without warranty of any kind, either express or implied.

Licensor does not represent or warrant that SDNA will meet your requirements or that the operation of SDNA will be continuous or error free, virus free or that any defects are correctable.

The foregoing warranties are in lieu of all other warranties, express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Licensor, its distributors, agents or employees shall create a warranty that in any way increases the scope of this limited warranty. This limited warranty gives you specified legal rights, and you may have other legal rights that vary from jurisdiction to jurisdiction.

9. LIMITED LIABILITY.

Licensee is responsible for the selection and use of and results obtained from SDNA. Unless otherwise required by applicable law, Licensor shall not be liable for any indirect, special, exemplary, incidental or consequential damages or any damages resulting from the use of SDNA however caused including, without limitation, damages for personal loss or damage, loss of business profits, business interruption, loss of business information or other pecuniary loss, lost data, loss of computer time, failure to realize expected savings, and any other commercial or economic loss of any kind and arising in consequence of SDNA’s performance, failure to perform, or other breach under this Agreement, irrespective of whether Licensor has advance notice of the possibility of such damages. Licensor's total liability including, but not limited to, any possible liability for indemnity, defense and hold harmless obligations shall not exceed the total amount paid to Licensor under this agreement.

10. ALLOCATION OF RISK.

Licensee agrees that the above warranties and limitations of liability reflect the allocation of risk among the parties and the price of SDNA.

11. INDEMNIFICATION.

Licensee agrees to indemnify, defend and hold harmless Licensor from and against any claim in excess of the limitation set forth in this Agreement, and this limitation shall apply even in the event of breach of contract, active or passive negligence, or otherwise of Licensor, or any claim of failure of essential purpose.

12. GENERAL & GOVERNING LAW

Any controversy in relation to this Agreement or arising hereunder shall be governed by and interpreted in accordance with the laws of the county & state of Washington County, Pennsylvania, United States of America without regard to conflict of laws principles. The parties to this Agreement agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply and its application is expressly excluded.

This Agreement is considered to contain all such standard copyright and other protections as are commonly known in the trade and that violation of copyright law and/or international treaty provisions may result in both civil and criminal penalties.

13. WAIVER & SEVERABILITY

No waiver or modification of any of the terms of this Agreement shall be valid unless made in writing and signed by the Licensor. Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this Agreement and the rest of this Agreement shall remain in full force and effect, and be binding upon Licensee and Licensor as though the said provision or provisions had never been included. This Article and Articles 1-19 shall survive the termination of this Agreement for any reason. Should you have any questions concerning this Agreement you may contact Licensor by sending electronic mail to:

Attn: SuccessDNA Pro Licensee
team @ bornleaders dot com

14. FORCE MAJEURE.

Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, and changes in law, regulation or government policy, riots, war, fire, epidemics, transportation difficulties or other occurrences which are beyond either party's reasonable control.

15. ENTIRE AGREEMENT.

This Agreement is entered into with the understanding that it embodies the entire agreement between the parties pertaining to the subject matter of this Agreement and there are no representations, warranties or other commitments pertaining to the subject matter of this Agreement that are not embodied in this Agreement in its entirety. If any terms or conditions of a purchase order conflict with those of this Agreement, then those terms and conditions in this Agreement shall supersede those in the purchase order.

16. AMENDMENT. 

The Agreement cannot be changed except by an instrument signed by authorized representatives of both parties.

17. WAIVER. 

A waiver by any party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future or of any subsequent breach thereof.

18. CAPTIONS 

The captions and headings in this Agreement are solely for purposes of identification and shall not in any manner alter or vary the interpretation or construction of this Agreement.

19. AUTHORITY