This License Agreement (“License”) is made effective as of the date of licensing of Lean Six Sigma Courseware from Lean Sigma Corporation. In this License Agreement, the party who is granting the right to use the licensed property will be referred to as “Lean Sigma Corporation” and the party who is receiving the right to use the licensed property will be referred to as the “White Label Licensee”.
The parties agree as follows:
1. GRANT OF LICENSE: Lean Sigma Corporation owns Lean Six Sigma Training Materials, eLearning content and systems (“Courseware”). In accordance with this License, Lean Sigma Corporation grants the White Label Licensee a limited non-exclusive license to use the Courseware as its own Lean Six Sigma training material. At no time may the White Label Licensee assign or transfer licensing rights. Lean Sigma Corporation retains title and ownership of all Courseware.
2. DISTRIBUTION & RESALE RESTRICTIONS: This License grants the White Label Licensee permission to distribute to its students, printed copies of the courseware as well as electronic versions of the courseware in protected pdf format such that the end user is restricted from editing the content. Distribution of the courseware in editable formats (including but not limited to ppt, pptx, doc, docx, txt, etc) to any person or entity not employed by the White Label Licensee is prohibited. For the purposes of this license, the Courseware may be stored on a web server or file server for sharing and access by the White Label Licensee’s employees or students provided that the Courseware may only be downloadable in a non-editable format. The Courseware may not be printed and sold, licensed or re-licensed as a printed product without the express written consent of Lean Sigma Corporation. The Courseware may not be sold, licensed or re-licensed in any electronic format to any person or entity unless written permission from Lean Sigma Corporation is obtained. These distribution and resale restrictions may only be altered upon written permission from Lean Sigma Corporation.
3. MODIFICATIONS: The Courseware may be modified or changed to meet the White Label Licensee’s specific training and branding needs. White Label Licensee’s are permitted to freely remove Lean Sigma Corporation copyright marks. The White Label Licensee agrees that any modification to the Courseware does not alter the status of the Courseware as Lean Sigma Corporation property.
4. WARRANTIES: Neither party makes any warranties with respect to the use, sale or transfer of the Courseware by the other party or by any third party, and the White Label Licensee accepts the product “AS IS.” In no event will Lean Sigma Corporation be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Courseware.
5. TRANSFER OF RIGHTS: This License shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
6. ENTIRE AGREEMENT: This License contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written, oral or implied agreements between the parties.
7. SEVERABILITY: If any provision of this license shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this license is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
8. WAIVER OF CONTRACTUAL RIGHT: The failure of Lean Sigma Corporation to enforce any provision of this License shall not be construed as a waiver or limitation of Lean Sigma Corporation’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
9. CLIENT DISCLOSURE: The White Label Licensee agrees that Lean Sigma Corporation may publicly disclose that the White Label Licensee is a client of Lean Sigma Corporation and consumer of its products. This disclosure may include the use of the White Label Licensee’s logo on Lean Sigma Corporation’s website.
10. AUDIT RIGHTS: Upon termination of monthly license payments where applicable, the White Label Licensee agrees that Lean Sigma Corporation may at its own expense conduct audits necessary to confirm that the White Label Licensee is no longer using Lean Sigma Corporation courseware. The White Label Licensee also agrees to support and enable these audits up to a period of 5 years after termination of license payments.
11. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of North Carolina.
This license agreement was last updated on 3/21/2018