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VIDEO TRAINING LICENSE AGREEMENT

THIS VIDEO LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of the date of an online payment of the Subscription Fee (defined below) or the date of receipt of an online purchase order, whichever is earlier (the “Effective Date”), by and between The Kings Southern Division, LLC, a Missouri limited liability company (“Licensor”), and [Subscriber] (“Customer”).

WHEREAS, Customer desires access to Licensor’s copyrighted or copyrightable works relating to safety and cleaning operations in the custodial industry (collectively, the “Videos”);

NOW, THEREFORE, Licensor and Customer agree as follows:

1. Term.  This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one year. This Agreement shall automatically renew annually unless prior written notice of non-renewal is given by either party not less than 30 days prior to renewal.
2. Subscription Fee.
   (a) The cost of the subscription for access to the Videos through Licensor’s platform is [$2,750 or $4,250] per year (the “Subscription Fee”).(b) Customer agrees to timely pay Licensor the Subscription Fee. If the Effective Date of this Agreement is based on the submission of an online payment, then the subscription commences upon receipt of such online payment. If the Effective Date of this Agreement is based on the submission of an online purchase order, then payment shall be due within 30 days of invoice.(c) For any renewal term, Licensor reserves the right to increase the subscription fee by giving written notice of the new fee at least 60 days prior to the commencement of the renewal term. Customer’s access to the Videos is contingent upon paying the Subscription Fee for the relevant period of access.
3.  Grant of License and Use Restrictions. Licensor hereby grants to Customer, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable, non-sublicensable license to use the Videos solely in the course of its business and for its own internal training purposes, including access by Customer’s custodial and custodial training staff in furtherance of Customer’s business, and for no other purpose whatsoever without the express written consent of the Licensor. Customer shall not copy or reproduce the Videos or permit them to be copied or reproduced in any way.
4. Termination
   (a) Licensor, at its discretion, may terminate this Agreement: (i) immediately in the event that Customer fails to timely pay the Subscription Fee, or (ii) by written notice to Customer if Customer fails to comply with the terms of this Agreement, and Customer fails to comply within 30 days of written notice thereof by Licensor.(b) Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights, including Customer’s the right to use the Videos, privileges and obligations arising from this Agreement shall cease to exist.
   
5. Proprietary Rights. Customer acknowledges that Licensor is the sole and exclusive owner of the Videos and all derivatives in any form.  All rights not expressly granted to Customer hereunder are reserved by Licensor.  Licensor reserves the right to update or modify the Videos.
6. Use of the Videos. Licensor will provide to Customer an approved copyright notice (e.g. © 2023 Paul D. Cagle. All rights reserved.) and/or trademark notice to be prominently displayed on each copy of the Videos published, and Customer agrees not to remove them. Customer agrees to secure and protect the Videos improper access or use.
7. Liability Limitations. LICENSOR, ITS AFFILIATES, REPRESENTATIVES AND AGENTS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S SOLE LIABILITY, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY IN TORT OR WARRANTY SHALL NOT EXCEED ANY AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE VIDEOS IN QUESTION. IN NO EVENT WILL LICENSOR, ITS AFFILIATES, REPRESENTATIVES OR AGENTS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY CUSTOMER. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF LICENSOR’S SOLE, JOINT OR CONCURRENT NEGLIGENCE OR OTHER FAULT.
8. Assignment Notices. Customer shall not assign this Agreement without the written consent of Licensor. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally, transmitted by email or deposited in the mail service, postage prepaid, registered or certified mail, return receipt requested, and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party. Any such notice shall be effective when received.
   Licensor:
   Address: 10801 Hammerly Blvd., Suite 100
   Houston, Texas 77043
   Email: info@kingsclean.com
   Customer:
   As described on invoice or registration form
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Texas without regard to the conflicts of laws rules thereof, and the parties agree that the venue of any case or proceedings shall be exclusively in the state and federal courts sitting in Houston, Texas.
10. Miscellaneous. This Agreement constitutes the entire agreement and understanding of the Licensor and Customer with respect to the subject matter hereof, superseding any and all prior or contemporaneous agreements, understandings, negotiations, and discussions. No amendment, alteration, modification, or waiver of this Agreement shall be binding unless evidenced by an instrument in writing signed by the party against whom enforcement thereof is sought.