For use of The SexyFit® Nutrition Challenge License, Website, and Program

This License Agreement (this “Agreement” of this “License Agreement”) is made and effective as of purchase date (the “Commencement Date”) by and between:

Happy Vibrant Life, Inc. is a company organized and existing in United States, with the registered address 4616 W Sahara Ave #282 Las Vegas NV 89102 (“Licensor”) and LICENSEE.

WHEREAS:

1. Licensee wishes to obtain a license to use The SexyFit® Nutrition Challenge License, Website, and Program (hereinafter, the “Asset”), and;


2. Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement. In consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

LICENSEE AGREEMENT

1. DEFINITIONS.

1.1 “Agreement" means this License Agreement including the attached Schedule.

1.2 “Confidential Information" means information that:

1. is by its nature confidential;


2. is designated in writing by Licensor as confidential;


3. the Licensee knows or reasonably ought to know is confidential;


4. Information comprised in or relating to any Intellectual Property Rights of Licensor.

1.3 “Asset" means the Asset provided by Licensor as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.

1.4 “Intellectual Property Rights" means all rights in and to any copyright, trademark, trading name, design, patent, know-how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary, or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.

1.5 “Party" means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.

1.6 “Term" means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.

2. LICENSE GRANT

 

2.1 Licensor grants to the Licensee a non-exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.

3. CHARGES

3.1 In consideration of the Licensor providing the License under clause 2 of this License Agreement, the Licensee agrees to pay Licensor the amount of the License Charge as specified in Item 9 of the Schedule.

4.LICENSEE’S OBLIGATIONS

4.1 The Licensee cannot use the Asset, for purposes other than as specified in this Agreement and in Item 8 of the Schedule.

4.2 The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialize or disclose the contents of it to any third person [including another distributor], or use it other than in accordance with the terms of this Agreement.

4.3 The Licensee will not distribute, sell, License or sub-License, let, trade or expose for sale the Asset to a third party.

4.4 No copies of the Asset are to be made other than as expressly approved by Licensor.

4.5 No changes to the Asset or its content may be made by Licensee unless noted as "allowed" but the Licensor. Absolutely under any circumstance are there to be copies duplicates of any of the content or creation of programs that are similar or based upon this program.

4.6 The Licensee will provide technical and security measures to ensure that the Asset for which the Licensee is responsible for is physically and electronically secure from unauthorized use or access.

4.7 Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights over and in respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership in the Asset.

6. LIMITATION OF LIABILITY

6.1 The Licensee acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor's provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.

7. CONFIDENTIALITY

7.1 Neither Party may use, disclose or make available to any third party the other Party's Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

7.2 Each Party must hold the other Party's Confidential Information secure and in confidence, except to the extent that such Confidential Information:

1. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or


2. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

7.3 This clause 7 will survive termination of this Agreement.

8. DISCLAIMERS & RELEASE

8.1 To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.

8.2 The Asset is provided by Licensor on an “as is" basis, unless Licensor chooses to provide new content or updates.

8.3 Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof. Including the use of, but not limited to, products and/or wellness recommendations made in or through this program.

8.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with Licensee computer programs.

8.5 Licensor does not warrant that the Asset will function in any environment.

8.6 The Licensee acknowledges that:

1. The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and


2. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.

8.7 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.

8.8 All rules and regulations you are held to as a USANA Distributor are in effect with this Asset. Including making product or health claims, improvements to health or fitness, weight loss, etc.

9. INDEMNITY

9.1 The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney's fees) and damages (including indirect or consequential loss) resulting in any way from:

1. Licensee's and Licensee's employee's use or reliance on the Asset,


2. any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and


3. any other act of Licensee.

9.2 This clause 9 will survive termination of this Agreement.

10. WAIVER

10.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

11. GOVERNING LAW

11.1 This Agreement will be construed by and governed in accordance with the laws of United States. The Parties submit to exclusive jurisdiction of the courts of United States.

12. TERMINATION

12.1 This Agreement and the License granted herein commences upon the Commencement Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:

1. if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor's reasonable satisfaction within 7 days of Licensor's notice of the same;


2. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or


3. the Licensee is in breach of clause 5 or 7 of this Agreement.

12.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.

13. LICENSE FEE

13.1 In consideration for the License grant described in this License Agreement, Licensee shall pay the yearly License fee as stated in Item 9 of the Schedule immediately upon execution of this Agreement and upon each anniversary date of this Agreement.

13.2 The License fee and any other amounts payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.

14. ASSIGNMENT

14.1 Licensee shall not assign any rights of this License Agreement, without the prior written consent of Licensor.

15. NOTICES

15.1 All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed by written notice).

16. COUNTERPARTS

16.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

17. SEVERABILITY

17.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18. ENTIRE AGREEMENT

18.1 This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

IN WITNESS WHEREOF, this Agreement, including the attached Schedule, was signed by the Parties under the hands of their duly authorized representatives and made effective as of the Commencement Date.

Happy Vibrant Life, Inc.
Carmen Marshall
Owner

19. SCHEDULE

Item 1 – License Agreement

THE LICENSE AGREEMENT OF WHICH THIS SCHEDULE FORMS A PART IS DATED AS OF PURCHASE DATE AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.

Item 2 – Name and Address of Licensor

Licensor: Happy Vibrant Life, Inc., a company organized and existing in United States, with a registered address 4616 W Sahara Ave #282, Las Vegas NV 89102

Item 3 – Other License Terms

LICENSEE agrees to all terms, updates, changes deemed by LICENSOR. Website updates and customizations hereafter are the sole responsibility of the LICENSEE, including any costs that may incur. LICENSOR provides The SexyFit® Nutrition Challenge License, Website, and Program and System. Licensee agrees to maintain the branding of The SexyFit® Nutrition Challenge License, Website, and Program with Carmen Marshall, including documents, content, and marketing. Inappropriate customizations, marketing, or language in reference to The SexyFit® Nutrition Challenge License, Website, and Program is determined by LICENSOR and LICENSOR has the authority to deactivate and cancel the LICENSEE at any time for any reason.

Item 4 – Commencement Date Immediately Effective on Date of Purchase.

Item 5 – Expiry Date

1 Year. 30 Days notice is required to cancel your License. No refunds are granted in any circumstance as it is Intellectual Property. There is an automatic annual License renewal of $799. Pricing is subject to change.

Item 6 – Description of Asset

The SexyFit® Nutrition Challenge License, Website, and Program.

Item 7 – Format of Asset

Virtual and Online.

Item 8 – Approved Purpose

To prospect customers/associates, teach customers/associates to live a healthy lifestyle, and to have a specific pathway/business model to build your Network Marketing business [USANA Health Sciences, Inc].

The SexyFit® Nutrition Challenge License, Website, and Program is not to be shared with another Distributorship for any reason or at any time -- with one exception.

While we recommend that your downline purchase their own SexyFit® License right away (for leadership, privacy and proper duplication) we allow your newer active associates (on auto order) in your own downline to go through/bring their own customers (all with proof of purchase of SFNC products) through your SexyFit® Nutrition Challenge as participants, for up to a maximum of 2 challenges.

Upline and Crossline are strictly not allowed to use your license or challenge in any way, and must purchase their own.

Furthermore, your existing associates and their customers are allowed to go through the challenge itself, but must not be given access to any part of your SexyFit® Nutrition Challenge backoffice or training area, including and not limited to, your website, training portal, wishlist, SexyFit® Licensee pdf’s, documents, FB Forum etc.  In addition, a licensee’s associate may not use or distribute any SexyFit® content, materials, other than for their own health journey.   Any violation of Carmen Marshall’s Intellectual Property will result in immediate termination of the Licensee and legal action for the associate.

1 License per Distributorship.

Item 9 – License Fee

$2499 paid in full or 4 automatic quarterly payments of $725. Yearly automatic renewal of $799. Pricing is subject to change. Should there be an error with the payment information on file and your payment is late or does not go through, Licensee will receive 2 notifications prior to your website and account being revoked. When accounts and websites are canceled, any and all customizations will be lost.