Review the licensing agreement

Infinia Business Solutions, Inc. (“Infinia”) and its wholly-owned subsidiary 8 Secrets Group (“8 Secrets”) grant to the purchaser of this product (“Licensee”) the full enjoyment of its Proprietary Information and Materials according to the terms and conditions listed in this Licensing Agreement (“Agreement”) for a period of twenty-four months.

The use of all Proprietary Information and Materials described in this Agreement may be enjoyed only by the Licensee and may not be shared with other, non-licensed individuals except as described in this Licensing Agreement.

The term “Proprietary Information and Materials” shall include all documents, presentations, techniques, tools and any other information developed by Infinia for the purposes of its business.

Proprietary Information and Materials created or provided by Infinia specifically covered by this agreement include:

Small Business Coaching: A Complete Guide for use by the Licensee
Models, charts, diagrams, tables for use by the Licensee
Training and handout files
On-going contact with Infinia and 8 Secrets.

The term “Licensee” shall mean the person, business, or entity authorized by Infinia in this Agreement to use Proprietary Information and Materials.

“Clients” shall mean persons, businesses, or entities that employ Licensee to coach, evaluate and improve individual performance or their businesses through a variety of techniques, tools, assessments, documents, and other information, any of which may include Proprietary Information and Materials owned by Infinia and 8 Secrets. “Clients” shall also mean persons, businesses, or entities the Licensee believes can become paying clients

Licensee shall not transfer any rights under this Agreement to any other persons, businesses, or entities, nor shall Licensee permit the use of Proprietary Information and Materials by any other persons, businesses, or entities except as stipulated in this Agreement.

Infinia and 8 Secrets are engaged in the business of providing individuals and businesses with proprietary systems and tools to analyze and improve business operations. In furtherance of such objectives, Licensee, Infinia, and 8 Secrets hereby agree that both the Licensee, Infinia, and 8 Secrets become bound by the terms contained in the Agreement.

All Proprietary Information and Materials are protected by applicable registration, trademark, servicemark, and copyright laws. Licensee acknowledges and agrees that Infinia is the owner of all registrations, trademarks, servicemarks, and copyrights in such materials. Nothing contained in this Agreement should be construed as granting any license or right to use any trademark or copyright displayed in the Proprietary Information and Materials without permission of Infinia or such third party that may own the trademark or copyright.

Alteration, publication, or other use not stipulated in this agreement is prohibited, except by prior written permission from Infinia. The Proprietary Information and Materials may contain other proprietary notice and copyright information, the terms of which must be observed and followed.

Licensee may use, copy, and show any information covered under this agreement with any of Licensee’s paying Clients or individuals the Licensee deems prospective Clients. Proprietary Information and Materials created, designated, and clearly intended to be given to and used by Licensee’s Clients may be given only to paying clients without restrictions, except that all registration, trademark, servicemark, and copyright notices must be clearly displayed.

Proprietary Information and Materials clearly intended for use as marketing and sales tools with current or prospective Clients may be distributed by the Licensee without restriction, except that all registrations, trademarks, servicemarks, and copyright notices must be clearly displayed on all items distributed.

Any Proprietary Information and Materials not specifically covered by this licensing agreement remain the property of Infinia and shall not be used by Licensee except as stipulated by another formal agreement.

Licensee warrants to Infinia that Licensee shall not use the Proprietary Information or Materials for any purpose that is unlawful.

Infinia and 8 Secrets make no warranty that the Proprietary Information and Materials will be timely, secure, or error free, or that the results which may be obtained from the use of the Proprietary Information and Materials will be accurate or reliable, or that the Proprietary Information and Materials will meet all Licensee’s business requirements.

The Proprietary Information and Materials are provided on an “as is” and “as available” basis. Infinia and 8 Secrets disclaim all warranties of any kind, whether expressed or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

This Agreement is “non-exclusive” and no right of exclusivity of geography, industry, client-base, or any other factor is granted. Infinia and 8 Secrets may enter into similar agreements with other licensees regardless of any existing or potential licensing agreements.

Any decision made based upon the results of this Proprietary Information and Materials is done at Licensee’s own discretion and risk. The Licensee shall be solely responsible for any damage or loss.

Infinia cannot and will not be liable for any damage or loss arising from the Licensee’s use, or any Client’s use, of Proprietary Information and Materials. Licensee’s use of the Proprietary Information is at Licensee’s sole risk.

Infinia and 8 Secrets are not liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if Infinia or 8 Secrets has been advised of the possibility of such damages.

Licensee agrees to indemnify and hold Infinia, 8 Secrets, and aby subsidiaries, affiliates, directors, officers, agents, partners and employees harmless from any claim or demand, including reasonable attorney’s fees, made by an third party due to or arising out of Licensee’s use of these Proprietary Information and Materials, Licensee’s connection to these Proprietary Information and Materials, Licensee’s violation of this Agreement, or Licensee’s violation of any rights of another.

Infinia and 8 Secrets reserve the right at all times to improve, modify, discontinue, temporarily or permanently, the Proprietary Information and Materials (or any part thereof) immediately, whether with or without notice. Licensee agrees that neither Infinia nor 8 Secrets Group shall not be liable to Licensee or to any third party for modification, suspension or discontinuance of any Proprietary Information or Materials, or for any lack of notice thereof.

Infinia and 8 Secrets reserve the right at all times to preserve and disclose any information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce the Agreement, respond to claims of third parties, protect the rights, property, or personal safety of Infinia or 8 Secrets, the users of the Proprietary Information and Materials, and the public.

Except as otherwise provided in this Agreement, Licensee shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of Proprietary Information and Material to others.

Infinia and 8 Secrets do not want to receive the proprietary information of any other parties from or through the Licensee. Licensee shall respect all other non-disclosure agreements made with other parties.

A Licensing Fee shall be paid to Infinia on the inception date of this Agreement. In certain instances, this fee may be waived. Waiver of those fees does not release Licensee from any other provision of this Agreement.

A Renewal Agreement may be issued by Infinia or 8 Secrets to take affect when this Agreement expires. Upon acceptance of the Renewal Agreement and payment of the renewal fee by the Licensee, the terms and conditions of that Agreement will take effect.

Licensee releases Infinia from all claims, demands, and damages (both actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply.

The failure of Infinia or 8 Secrets to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce at a later time.

Any and all disputes, controversies, and claims arising out of or relating to this Agreement or with respect to the interpretation of this Agreement or the rights or obligations of the parties and their successors and permitted assigns, whether by operation of law or otherwise, that cannot be settled by agreement of the parties shall be submitted to non-binding mediation.

Licensee acknowledges that Licensee has read this agreement and agrees to all of its terms and conditions. Licensee has evaluated the desirability of participation in this Licensing Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be an appropriate State or Federal Court located in the State of California.

This Agreement constitutes the entire agreement between Infinia and Licensee and with respect to Licensee’s use of Proprietary Information and Materials from Infinia or 8 Secrets.

Infinia and 8 Secrets reserve the right at all times to modify, discontinue, temporarily or permanently, this Agreement form (or any part) unilaterally in its sole discretion immediately whether with or without notice.

Limitation of Actions: Any cause of action that Licensee may have with respect to use of these Proprietary Information and Materials must be commenced within one (1) year after the claim or cause of action arises.

Severability: If for any reason a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.