Corporate License Agreement

Definitions. When used in this Agreement, as well as in the Schedules and Exhibits referred to herein or attached hereto, capitalized words shall have the meaning indicated in the relevant provision or as indicated in Schedule A – Definitions attached hereto.

Subscription Order. Except when a Free Trial is authorized by L2L Coaching, this Agreement includes its relevant Subscription Order, which is incorporated by reference to form an integral part of this Agreement.

Schedules and Exhibits. This Agreement includes the following Schedules and Exhibits. Schedules are incorporated by reference to form an integral part of this Agreement, while Exhibits are attached hereto or are referred to on the SalesFit Pro Website only for convenience, guidelines and reference.

• Schedule A – Definitions
• Schedule B – SalesFit SaaS Services
• Schedule C – Accepted Payment Methods
• Schedule D – Free Trial
• Exhibit 1 – Product Pricing
• Exhibit 2 – Service Level Statement
• Exhibit 3 – Configuration Services Proposal
• Exhibit 4 – Privacy Policy
• Exhibit 5 – Cookies Policy
• Exhibit 6 – Data Processing Policy

Accounts. Customer and Authorized Users can only access and use the SalesFit Pro Software and benefit from the SalesFit SaaS Services by opening and maintaining a valid Account.

Free trial. By accepting to benefit from a Free Trial and creating an Account to that effect on the SalesFit Pro Website, an individual shall automatically become a “Customer” and be bound by this Agreement, subject to the supplemental terms and conditions set forth in Schedule D – Free Trials attached hereto. When it accepts a Customer on a Free Trial, L2L Coaching will provide that Customer with a limited access to the SalesFit Pro Software in the Exploratory Mode, subject to Customer full and continued compliance with the terms and conditions set forth in this Agreement.

Provision of Full SalesFit SaaS Services. When a Subscription Order is filled by Customer and accepted by L2L Coaching, L2L Coaching will provide the full SalesFit SaaS Services, as further described in Schedule B – SalesFit SaaS Services to the Customer and its Authorized Users, subject to the timely payment of the Subscription Fees and other applicable fees, by Customer, as well as its full and continued compliance with the terms and conditions set forth in this Agreement.

Term. This Agreement shall commence on the Effective Date and shall continue in effect from that date until terminated pursuant to this Agreement. Either Party shall have the right to terminate this Agreement upon thirty (30) days prior written notice. Upon termination of this Agreement, all rights granted to Customer will terminate and revert to L2L Coaching.

Fees. The Customer agrees to pay to L2L Coaching, in advance not in arrears, the Subscription Fees specified in the applicable Subscription Order, plus all applicable Taxes. The Customer also agrees to pay to L2L Coaching, when applicable, the Retrieval Fee and any fees agreed upon in a Configuration Services Proposal, plus all applicable Taxes. Except as otherwise specified herein or in the Subscription Order, (i) fees are based on subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) number of Authorized Users cannot be decreased during the relevant subscription term.

Payment Modalities. The fees can only by paid pursuant to the terms and conditions set forth in Schedule C – Accepted Payment Methods.

Taxes. L2L Coaching’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, the “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder.

Customer’s Liability for its Authorized Users. Customer remains at all times responsible for its Authorized Users' compliance with these General Terms and Conditions, for their use of the SalesFit Pro Software, and for ensuring that Authorized Users maintain the confidentiality of their access credentials. Customer must not allow access to, or use of, the SalesFit Pro Software and Documentation by anyone other than Authorized Users.

General Restrictions. Customer agrees, for itself and for its Authorized Users, that it will not:

• (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the SalesFit Pro Software or make the SalesFit Pro Software available to any third-party, other than to Authorized Users or as otherwise contemplated by these General Terms and Conditions;
• (b) use the SalesFit Pro Software to collect, transmit or process any material that is infringing, obscene, threatening, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates third-party privacy rights;
• (c) use SalesFit Pro Software to send, store, publish, post, upload or otherwise transmit any malware, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
• (d) interfere with or disrupt the integrity or performance of any Proprietary Software of L2L Coaching;
• (e) attempt to gain unauthorized access to the SalesFit Pro Software or their related systems or networks;
• (f) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of any Proprietary Software of L2L Coaching;
• (g) access any Proprietary Software of L2L Coaching for the purpose of building a similar or competitive product; or
• (h) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or any Proprietary Software of L2L Coaching, or any part thereof, or otherwise attempt to discover any source code or modify any Proprietary Software of L2L Coaching.

Confidential Information. Except as otherwise permitted under this Agreement, the Parties undertake and agree that they will not knowingly disclose to any third-party, or make use of, any Confidential Information of the other Party, be it during the term of this Agreement or at any time thereafter, without having obtain its prior, express and written consent. These undertakings do not apply however to information that is in the public domain at the time of disclosure, or which is or becomes publicly available without breach of the Agreement, or which is known to the Party receiving it at the time of disclosure, or which is received from a third-party who has not breached any agreement with the Party claiming confidentiality, or which is disclosed by the Party claiming confidentiality to third parties on a non-restricted basis.

Disclosure to Approved Hosting Providers. Customer hereby authorizes L2L Coaching to transfer any and all of its Confidential Information and the Customer Data on servers operated by Authorized Hosting Providers, for the purpose of providing the SalesFit SaaS Services. To that effect, Customer hereby appoints L2L Coaching as its agent for the purpose of agreeing to, for and on behalf of the Customer, to any and all terms and conditions applicable to these services imposed by these Authorized Hosting Providers. L2L Coaching undertakes to inform the Customer of any change to the Approved Hosting Providers within a commercially reasonable delay and if possible before the change takes effect

Customer Data. Customer shall retain ownership of the entire right, title and interest in and to all materials, data and information provided by Customer to L2L Coaching, including without limitation, its Customer data and its Confidential Information, and all Intellectual Property rights thereto. Except for the rights, title and interest in the Reports that are vesting to and L2L Coaching, no ownership rights in such materials, data and information are transferred to L2L Coaching

Return of Customer Data. Within five business (5) days of termination of this Agreement, L2L Coaching shall provide to Customer a copy of Customer’s data in the format(s) for data store technology in use at the time of termination via secured file transfer protocol “SFTP” server or similar method at a cost of $500.00 to be billed as incurred (“Retrieval Fee”).

Answers, Performance Data and Stats; Protected Data. L2L Coaching is authorized to make any use of the Answers, Performance Data and Stats it sees fit, without any restrictions, provided that it complies with any and all Applicable Data Privacy Law. L2L Coaching may not make an extract, copy or other reproduction of Protected Data, but it may, however, generate derivative information from such Protected Data, provided that it complies with any and all Applicable Data Privacy Law.

Ownership and Title. L2L Coaching has and shall have sole and exclusive ownership of all rights, title, and interest, including any and all Intellectual Property Rights, in the Proprietary Software, the L2L Material, the SalesFit SaaS Services, as well as any and all modifications and enhancements thereof (including ownership of all trade secrets pertaining thereto). Customer is only permitted to use the Proprietary Software, the L2L Material, the SalesFit SaaS Services, and any other products or services provided by L2L Coaching for its own benefit and cannot sublicense any of its rights licensed in this Agreement.

Third Party Software. To the extent that any third-party software is provided herein, Customer agrees that it shall only use such software in conjunction with the SalesFit Pro Software and SalesFit SaaS Services and Customer acknowledges that it is prohibited from engaging in, causing, assisting or permitting, the reverse engineering, disassembly, translation, adaption or recompilation of any such third-party software and that it shall not attempt to obtain or create the source code from the object code of any such software provided to it pursuant to the Agreement, unless explicitly permitted by applicable and mandatory law.

Warranties. L2L Coaching hereby represents and warrants to Customer that the SalesFit SaaS Services provided will not violate the patent, copyright, or other proprietary rights of any third-party, and that L2L Coaching will defend, indemnify and hold harmless Customer from any claim of copyright, patent or similar infringement, provided that Customer notifies L2L Coaching in writing immediately upon notice of such claim and cooperates fully in the defense of such claim. L2L Coaching shall have full and exclusive control of any such defense and settlement of the claim.

Feedback. If Customer, including any employee, officer, agent or contractor of Customer, ever proposes or provides to L2L Coaching any improvements to its SalesFit Pro Software of any nature or in any format whatsoever (“Feedback”) Customer hereby irrevocably authorizes L2L Coaching to integrate in its Proprietary Software, disclose, use, and commercialize such Feedback perpetually and for free, without any restrictions.

Ownership of Answers, Performance Data and Stats. The Answers, Performance Data and Stats collected by L2L Coaching through the delivery of the SalesFit SaaS Services or resulting from the use of the SalesFit Pro Software by Authorized Users shall belong exclusively to L2L Coaching.

Ownership of Knowledge. Each Party retains exclusive ownership of its own Knowledge. This Agreement does not imply any transfer or concession of Intellectual Property Rights, nor any transfer of technology or communication of any Party’s own Knowledge to the other Party, and the Parties shall refrain from exploiting, filing and/or registering any right or title of intellectual property relating to the Knowledge of the other Party.

Freedom to Operate. Each Party retains at all times complete freedom to operate their business, and to use and commercialize their Intellectual Property Rights and their Knowledge. L2L Coaching will retain at all times all Intellectual Property Rights into the Answers, Performance Data and Stats, as well as full freedom to use and commercialize such Answers, Performance Data and Stats, provided that it complies with any and all Applicable Data Privacy Law.

Warranties. Each Party represents and warrants that (i) it has full right, power and authority to enter into and perform its obligations under this Agreement, (ii) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement and (iii) this Agreement is a valid and binding obligation of such Party, enforceable against it in accordance with its terms.

Disclaimer. L2L COACHING WARRANTS THAT THE SALESFIT SAAS SERVICES RENDERED WILL CAUSE THE SALESFIT PRO SOFTWARE MODULES TO SUBSTANTIALLY PERFORM IN ACCORDANCE WITH THE DOCUMENTATION. L2L COACHING WILL MAKE ALL NECESSARY CORRECTIONS TO FULFILL THE FOREGOING WARRANTY WITHOUT ADDITIONAL COST TO THE CUSTOMER. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT OR FOR ANY WARRANTY SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT OF THE SUBSCRIPTION FEE FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED BREACH. REFERENCE TO BREACH OF THIS AGREEMENT SHALL INCLUDE ANY SUPPLEMENT, ADDITIONS OR AMENDMENTS TO THIS AGREEMENT. IN NO EVENT SHALL L2L COACHING BE LIABLE FOR ANY LOST REVENUES OR LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE WHATSOEVER. THIS DAMAGE EXCLUSION IS INDEPENDENT OF ANY REMEDIES PROVIDED FOR HEREIN. L2L COACHING HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. L2L COACHING DISCLAIMS ALL WARRANTIES AND RESPONSIBILITY FOR THIRD PARTY SOFTWARE WHICH SHALL BE THE SOLE OBLIGATION OF THE PROVIDER OF THE THIRD-PARTY SOFTWARE.