Twelve - With Resell Rights. You have made a wise decision to purchase a Reprint License to our Twelve - With Resell Rights ("Product").

Transcription

1 Twelve - With Resell Rights You have made a wise decision to purchase a Reprint License to our Twelve - With Resell Rights ("Product"). This agreement describes the entire terms and conditions for the purchase of the "Reprint License" in our Product. Attention PLEASE READ THIS AGREEMENT CAREFULLY. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY PURCHASING. IF YOU DO NOT AGREE TO THIS LICENSE, YOU MUST CANCEL YOUR ORDER WITHIN 30 DAYS OF PURCHASE. AFTER 30 DAYS FROM PURCHASE ACCEPTANCE OF THIS LICENSE AGREEMENT IS AUTOMATIC. License Grant "You" means the person or company who is being licensed (licensee) to reprint, reproduce, market and sell the Twelve - With Resell Rights. "We," "us" and "our" (licensor) means Armand Morin Network. We hereby grant you a nonexclusive, non-transferable, limited, lifetime royalty-free license to the reprint rights only; to reproduce market and sell our Twelve - With Resell Rights, subject to the following terms and conditions. Definition of Terms Royalty-Free: You keep 100% of the profits from any and all sales you make of the product. Reprint Rights: This license includes the right to sell the Product in Digital Form/Physical Form/Hardcopy, subject to the terms and conditions set forth in this agreement. You shall not sell the rights to resell the Product in any form whatsoever, but you may sell of the Product based on your possession of a master copy of the product. Suggested Retail Price: Suggested Retail Price is the price or price range at which we suggest to licensees to sell the product to the public and is consistent with acceptable practices under the Sherman Anti Trust Act as defined and interpreted by the Colgate Case and subsequent Court Holdings following the

2 Colgate Case. The Suggested Retail Selling Price per piece of this Product is No Less Than $47. Prohibited Activities This license is limited in the following respects and your violation of any of the terms of this provision will be a breach of this agreement and will immediately terminate your license: The Product consists of Twelve (12) individual training videos. Each item can be sold individually for no less than $47 each or bundled as you see fit. However the bundle price cannot be less than $47 per product (i.e. if 3 items are bundled, the price cannot be less than $141) You shall not package this Product with other products or offer this Product in conjunction with the sale of other products for a single inclusive price except as described above. The Product shall be sold as a stand-alone product. However, you are permitted to add additional bonuses as an incentive to sell the Product, if you so desire. You shall not break up the individual Product items into parts. You shall not sell the product on Ebay or any other auction site in any manner other than at a fixed price. You shall not make this Product, or any part thereof, a bonus for the purchase of any product, membership or service of any kind whatsoever or make it available to members of any site without charge. You cannot claim yourself as the author or the copyright holder of any part or the whole of this Product. You MAY NOT remove any branding or product linking that may be in any of the 12 product items. You shall not imply or infer in any way whatsoever that you are our partner or employee on any sales material and advertising or in any correspondence with prospective or present customers. You shall not give away this Product or any part thereof for any reason whatsoever. This includes the distribution of \"demo\" copies.

3 You do NOT receive any rights in any way to any other product, sales letter or graphic other than this product. You may not associate our product with any illegal activities in the U.S. or any other country. You may not associate our product in any way with adult sites Copyrighted material We hold the exclusive copyright to the Product and Reprint Rights Package which includes but is not limited to intellectual property contained in the training materials, WP Salesletter plugin, and all trademarks related there to. You are granted a lifetime revocable, royalty-free license to use the name and all materials. All rights granted hereunder may at our sole discretion be terminated if you breach any of the terms and conditions of this agreement. You are solely responsible for ensuring that your reviews, advertising and descriptions comply with all applicable copyright and other laws and shall hold us harmless for any violations thereof. Pricing Company reserves the right to establish and does establish a suggested retail Selling Price per piece for the Product. The Suggested Retail Selling Price per piece of this Product is No Less Than $47. Right to Revoke the License of a Licensee You are free to sell the Product at any price you decide. We reserve the unilateral right to revoke the license of any licensee, if that licensee is found to be selling our Product at a price below the Suggested Retail, Selling Price per piece of No Less Than $47. If we elect to terminate your license, you will not be entitled to reimbursement of any fees you paid to us for the license or any money you expended for promoting and/or advertising our Product. The purpose of this section is to disclose to you our rights under the Sherman Anti Trust Laws with regard to Setting Suggested Retail Prices and terminating licensees who do not honor our policy. The Sherman Anti Trust Law says:

4 An agreement between manufacturer and dealer or retailer on minimum resale price levels is per se illegal. However, under the Colgate Doctrine, established by the Supreme Court in 1919, a manufacturer may lawfully suggest prices and stop dealing with those who discount those prices, as long as it does so unilaterally. This section should not be interpreted as an agreement between you and us to set the price of our Product, but is inserted here to provide you with full disclosure of our rights so that your decision to purchase a license is made in light of our full disclosure. Not only do the Copyright Laws protect our Product but we also believe that our product is unique and valuable to our consumers. As a result we feel that discounting this Product would serve to cheapen the our image in the eyes of the public; would cause damage to our brand name and therefore undermine the present and future products' attractiveness to potential customers as well as their value to those already owning them. Independent Investigation We make no warranties or representations with regard to your ability to sell this product, except as expressly set forth herein. This agreement supersedes any and all communications we have made to you of any kind whatsoever including statements on our sales page, communications or otherwise. You acknowledge that you have reviewed this Agreement and agree to all its terms and conditions. You understand that we may at any time operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of purchasing the rights in this Product and you are not relying on any representation, guarantee or statement other than as set forth in this Agreement. You understand that results may vary, as with any business opportunity. Success in ANY business opportunity is a result of hard work, time and a variety of other factors. No express or implied guarantees of income are made as a result of purchasing the rights in the Product. Limitation of Liability In no event shall we be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Product, whether or not we have been advised of the possibility of such damages. In addition, our aggregate liability arising under or with respect to this Agreement and the Product shall in no event exceed the

5 total license fee paid by you under this Agreement. The license fee for this product is $997, which shall be the maximum extent of our liability to you for any reason whatsoever. Relationship of the Parties You acknowledge and agree that you shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of Armand Morin Network or any company owned or associated Armand Morin Network. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between you and us in the legal sense of these terms. You shall not sign any document in the name of or on behalf of Armand Morin Network or any company owned or associated with Armand Morin Network, nor shall you hold yourself out as being an agent of Armand Morin Network or any company owned or associated with Armand Morin Network or as having apparent authority to contract for or bind Armand Morin Network or any company owned or associated with Armand Morin Network. Licensee Sites and Promotion Methods You shall be solely responsible for all materials that appear on your site. You shall strictly adhere to all applicable laws and regulations in conducting your business and more specifically in marketing and advertising the Product. Without restricting the generality of the foregoing, you shall not send unsolicited and shall not send or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall you send or display on your Web site any material that may be considered to be harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful. We shall have the right to monitor your Web site at any time and from time to time to determine if it is in compliance with the terms and conditions of this Agreement. You agree not to use any predatory advertising methods designed to generate traffic from sites that you have not had contract with in the online promotion of the Product. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing, browser plugins such as TopText and Surf+, banner replacement technology such as Gator, browser spawning technology

6 that is not web site dependent. Participation in predatory advertising programs will be cause for the immediate revocation of your license. Goodwill Preservation You shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Product are, and shall continue to be, the exclusive property of Armand Morin Network. In the event you learn of any claim or allegation that the Product infringes upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, you shall immediately notify us so as to enable us to defend, settle or otherwise resolve the claim or allegation in a manner that we deem appropriate in our sole discretion. You shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Product other than the warranties, representation and statements contained in the original Product. Disputes This license agreement shall be governed by, construed and enforced in accordance with the laws of the State of Nevada, as it is applied to agreements entered into and to be performed entirely within that jurisdiction. To the extent you have in any manner violated or threatened to violate our intellectual property rights, we and/or our agents may seek injunctive or other appropriate relief in any State or Federal Court in Las Vegas, NV and you consent to exclusive jurisdiction and venue in such courts. In the event that we decide to terminate and revoke your license, if you are found to be selling our Product at a price below the Suggested Retail Selling Price per piece of No Less Than $47 or if we revoke your license as a result of any breach of this agreement, we will exercise our rights under the Digital Millennium Copyright Act (DMCA) by serving a "Take Down Letter" on your Internet Service Provider. In addition, we and/or our agents may seek injunctive or other appropriate relief in any State or Federal Court in Las Vegas, NV and you consent to exclusive jurisdiction and venue in such courts. In addition, you agree to waive any and all rights you may have under the DMCA rules and regulations as it applies to the "Take Down Procedure" found in section 512 of that act.

7 Any other disputes will be resolved as follows: If a dispute arises under this agreement other than those mentioned above, you and we agree to first try to resolve it with the help of a mutually agreed-upon mediator in North Carolina. Any costs and fees other than travel expenses and attorney fees associated with the mediation will be shared equally by each of us. If it proves impossible to arrive at a mutually satisfactory solution through mediation, you and we agree to submit the dispute to binding arbitration in Raleigh, NC, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Miscellaneous Provisions Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa. The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation. It is agreed that each of us shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect. Any notice required under this Agreement may be given by , fax or written letter to the number or address you provide Time shall be of essence of this Agreement.