Sistership Circle License of Use
Level 1 Facilitator
This Agreement (“Agreement”) is entered into by and between Sistership Circle, Inc., a California corporation with a primary business address of 1410 Vanessa Circle, Encinitas, CA 92024 (“Licensor”), and [Facilitator Name] with a primary contact address of [Facilitator Address] (“Facilitator”), each a “Party” and collectively the “Parties.”
For good and valuable consideration, which the Parties acknowledge and agree as follows.
INTELLECTUAL PROPERTY LICENSE
Facilitator seeks to utilize Licensed Materials to promote and facilitate a local or virtual women’s circle gathering through the Sistership Circle, Inc. program (“Circle”) to Licensor. Licensor grants Facilitator use of the following Licensed Materials for promotion and facilitation of Facilitator’s local circle gathering through the Sistership Circle, Inc. program. Facilitator may only use the Licensed Materials for local Circle gathering promotions through the Sistership Circle, Inc. program unless otherwise authorized by Licensor. Facilitator’s use of the Licensed Materials will reflect Licensor’s efforts to reflect the diversity of the world in socioeconomic status, family structure, race, ethnicity, learning abilities, belief systems, and sexual orientation. Licensor values diversity and strongly encourages women of color, lesbian, gay, bisexual, transgender, queer, non-binary, and other marginalized groups who identify as women to participate in Circle programs. Any discrimination by Facilitator towards any group will result in the immediate revocation of this License.
Licensed Material shall include all materials provided by Licensor to License to aid facilitator in facilitating and implementing a Circle. This includes, but is not limited to:
- Use of “Sistership Circle” Name – currently pending word mark registration with the United States Patent and Trademark Office.
- Use of Sistership Circle Logos – currently pending design mark registration with the United States Patent and Trademark Office (Attachment A)
- Monthly Circle outline to use verbatim or modify to fit your style
- Marketing and sales copy supplied to you by Licensor
- Banners and memes supplied to you by Licensor
Availability of additional specific licensed materials, including but not limited to The Awakening and/or The Experience programs; the Feminine Freedom Method; and Training other Sistership Circle facilitators is dependent upon Facilitator’s certification level within the Sistership Circle, Inc. facilitator programs.
Licensor grants Facilitator a non-exclusive license to this Licensed Material for commercial use for promotion of Facilitator’s Circle gatherings through the Sistership Circle, Inc. program and as otherwise outlined in this License. Commercial use shall mean use directly or indirectly in connection with Facilitator’s Circle through the Sistership Circle, Inc. program or other undertaking intended for profit. Facilitator may not utilize Licensed Materials for commercial use for any for-profit undertaking which is not in connection with the Sistership Circle, Inc. program.
Facilitator may utilize Licensed Materials for personal use to aid the facilitation of Facilitator’s Circle gathering. Licensed Materials shall not be used for business purposes or in connection with any undertaking outside of the Sistership Circle, Inc. program intended for profit. Licensed Materials, including monthly circle outlines and relevant marketing materials, will be provided to Facilitator approximately ninety (90) days prior to the date of the event(s) the materials will be used for. Licensor reserves the right to adjust the timeline of the delivery of the Licensed Materials as needed.
The Facilitator is granted non-transferable and non-sublicensable rights. The Facilitator may not transfer these rights to an entity of which Facilitator is an employee of and/or purchased on behalf of and may only be used by Facilitator identified in this Agreement.
The Licensor shall have the exclusive right of first refusal to participate in any third-party use of Licensed Materials and any licensing arrangement whatsoever presented or afforded to Facilitator during and after the Term. For the purposes of this Agreement, the term “third-party” means any individual, corporation, partnership, trust, limited liability Licensor, association, or other entity. In the event that the Licensor enters into a legally binding, written agreement with a third-party relating to the licensing of the Licensed Materials, the Licensor shall thereafter be entitled to deal, negotiate and enter into any subsequent contracts or agreements directly with such third-party on all matters.
Because the license extended to Facilitator is non-exclusive, Licensor may grant license to other facilitators within the same geographic area as Facilitator for use of the Licensed Materials.
Facilitator acknowledges Circles conducted using Licensed Materials are not to be construed as therapy. Facilitator will operate Circles with the Licensed Materials as an open conversation rather than offering advice and feedback.
Licensor is the sole intellectual property rights owner of the Licensed Material and has the sole and exclusive right to sell, license, or authorize the use of such Licensed Material. Facilitator may not falsely represent to be the original creator of the Licensed Materials.
REVOCATION OF LICENSE
The term of this License shall be for as long as the Facilitator has an active Facilitator Tribe membership with Sistership Circle, Inc. The membership charged to Facilitator will remain consistent from the time of sign-up, regardless of any subsequent changes Licensor makes to membership fees. Should Facilitator pause or cancel their Facilitator Tribe Membership, this license is immediately revoked, and all usages must cease. Failure to cease use may result in legal liability to Licensor. During the term of this Agreement and at all times thereafter Facilitator acknowledges and agrees not to contest, or assist or induce others to do so, the Licensor’s rights in and to any Licensed Materials.
In exchange for use of Licensed Materials, Facilitator will pay to Licensor 5% of profits earned through use of Licensed Materials for facilitation of Facilitator’s Circle. Licensor will distribute Facilitator’s share of 95% of the remaining profits after Licensor’s distribution on the first of each calendar month, meaning Facilitator will receive profits from the previous month’s Circle on the first day of the following month (Example: October Circle profits are paid to Facilitator November 1). Percentages will not be owed on cash amounts. Facilitator will offer alternative payment options (cash, Venmo, PayPal) to participants in Facilitator’s Circle only if primary payment option of credit card payments through the Sistership Circle website fail. Accepted payments will be in United States dollars. If Facilitator is located internationally, they may request Licensor’s inclusion of a note regarding currency conversion rates.
USE OF LICENSED MATERIALS
Facilitator agrees to distribute the Licensed Materials for the purposes of promotion of their local Circle gathering through Internet Usage and Physical Usage in a commercially reasonable manner and in such manner that will not harm the professional reputation of Licensor. Facilitator’s presentation of any Licensed Materials will be of a workmanlike quality acceptable to the Licensor, who shall evaluate such acceptability in accordance with traditional standards of good faith and fair dealing.
- Internet usage (“Internet Usage”) includes digital distribution of the Licensed Material for use on Facilitator’s email marketing Facilitator’s social media platforms (e.g. Facebook, Twitter, Instagram) to promote Facilitator’s monthly Circle gatherings. This promotion may include posting banners, marketing copy, and advertising Facebook or internet event postings relating to Circle gatherings. When creating a local Facebook group, Facilitator must name it “Sistership Circle with [Your Name] and [Your Circle Location],” in order to prevent any confusion between multiple groups within the same geographic area. All postings on social media platforms will tag @sistershipcircle and hashtag #sistershipcircle. Should Facilitator’s Agreement with Licensor end and Facilitator have any online community groups facilitated by, such as Facebook groups, Facilitator must notify Licensor prior to abandonment of the group(s) or conversion of group(s) ownership.
- Physical usage (“Physical Usage”) includes physical reproductions of the Licensed Material for use in physical marketing activities, limited to banners, memes, flyers, and photographs, to promote Facilitator’s Circle gatherings. Facilitator may not use the Licensed Materials in merchandise or products for resale unless otherwise agreed upon in writing between Licensor and Facilitator. Physical usage of Licensed Materials are limited to permissions in this Agreement or unless expressly agreed to in writing with Licensor.
Facilitator may distribute Licensed Materials to paying Circle participants using their personal email address upon receiving notification of their registration via an automated email. Facilitators will be emailed a list of registered participants twenty-four (24) hours prior to events scheduled in connection with the Licensed Materials. Facilitators will receive email alerts when payment is received. If Facilitator does not receive an email, payment was not completed by the participant.
Facilitator shall not distribute digital or photographic copies of any books distributed by Sistership Circle, Inc. to any third parties, including Circle participants for any use, unless otherwise agreed upon in writing between Licensor and Facilitator. This includes but is not limited to digital copies of Open Your Heart: How to be a New Generation Feminine Leader.
Further, the Facilitator agrees not to utilize the Licensed Materials in any pornographic, illegal, libelous, scandalous, or such other manner that would tend to damage the image and reputation of the Licensor. Facilitator may not use the content in any manner that allows others to download, redistribute or extract content as a standalone file.
Facilitator may not use the Licensed Materials in conjunction with a third-party’s business name, logo, or trademark. The Licensor is not responsible or liable for the Facilitator’s use of images containing a third-party’s intellectual property.
In addition to the license terms in this Agreement, Licensor will provide Facilitator the following benefits to aid use of the Licensed Materials during Facilitator’s active license:
- Event listing on Licensor’s website, https://sistershipcircle.com/events
- Postings on Licensor’s Facebook Events page
- Mention in Licensor’s monthly newsletter if event is posted on the website by the given deadline
In the instance of an event cancellation by the Facilitator, Facilitator will cancel the event on the website and the Facebook event and notify all registered participants notifying them of the cancellation and offer a refund or a credit to participants for future event use. Facilitator will notify Licensor at [email protected] with a list of participants to refund or credit.
Unless specifically warranted in this License, Licensor does not grant any right or make any warranty with the regard to the use of names, trademarks, trade dress, people, logos, copyrighted works, designs, architecture depicted or contained in the content.
Facilitator shall, at all times, during the term of this Agreement, and at all times after the termination hereof, indemnify and keep indemnified and hold Licensor harmless from and against all expenses incurred and damages paid by Facilitator in respect to any third party claim or action against Facilitator or Licensor arising from any adverse claim of ownership to any rights, title, and interest in and to the licensed images, including, but not limited to, actions existing in copyright, trademark, unfair competition, libel, slander, passing off, or any other claim or cause action based on the rights of and/or ownership to the licensed images, or other intellectual properties which comprise this Agreement.
Facilitator will promptly call to the attention of Licensor the use of the Licensed Material by any third-party which Facilitator considers to be an infringement. Licensor and Facilitator shall consult one another as to whether proceedings shall be brought against such third parties. In the event that Licensor and Facilitator decide that action should be taken against such third parties, Licensor may take such action in their own name or, alternatively, Licensor may authorize Facilitator to initiate such action in Licensor’s name. Facilitator and Licensor agree to cooperate fully with one another to whatever extent it is necessary to prosecute such action, all expenses being borne by Licensor and all damages that may be recovered being solely for the account of Licensor.
Termination of License
This Agreement shall terminate in the event that Licensor or Facilitator materially breaches any portion of this agreement. Such termination shall take effect immediately and may occur without notice of the breach from the Licensor. Both Parties shall have the right to notify the other of their intent to take substantial steps to cure any breach. If such notice is delivered, the agreement shall not terminate, unless such substantial steps do not in fact occur. This Agreement will terminate in the event of bankruptcy or judicial or administrative declaration of insolvency of Licensor or Facilitator that relate to any duty of performance under this Agreement. Upon termination of this Agreement, Facilitator shall discontinue all use of the Licensed Materials in any manner whatsoever that remain in the Facilitator’s care, custody and control. Continued use of any Licensed Material after the termination of this Agreement will result in a monetary penalty of at least $1,000 subject to change dependent on Facilitator’s usage and damages incurred by Licensor.
All terms and conditions of this agreement, and any duties and performances due under this agreement shall remain confidential. Neither Facilitator nor Licensor shall use any information related to the commercial use of the Licensed Materials or business operations of the other Party, except in as much is necessary for adequate performance under this agreement. The obligations contained in this Provision shall expressly survive the termination, expiration or assignment of this agreement.
Licensor and Facilitator shall at all relevant times herein maintain the utmost good faith and fair dealing in their mutual duties under this agreement.
Facilitator agrees to be responsible for and pay any and all state taxes, uses taxes, value added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the license granted.
Facilitator is responsible for obtaining insurance for events conducted relating to the Licensed Materials. Licensor may request Facilitator demonstrate proof of insurance. Failure to provide proof of insurance may result in immediate termination of this Agreement with no recourse by Facilitator.
Circles conducted by Facilitator using the Licensed Materials are not to be construed as therapy and Facilitator shall take appropriate steps to conduct Circle accordingly.
Neither Party shall be liable for any delay in performing or failing to perform obligations if that delay or failure results from events or circumstances outside its reasonable control. Such delay or failure shall not constitute a breach of this agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 90 days, nothing in this Clause shall be taken to limit or prevent the exercise by either Party of its rights of termination under this Agreement without claim (arising from the termination) against the Party defaulting by reason of force majeure cure provided that any outstanding pre-existing claims shall not be thereby terminated.
This Agreement incorporates the entire understanding of the Parties. Any modifications of this Agreement must be in writing and signed by both parties. Any waiver of a breach or default hereunder will not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement.
This Agreement will be construed under California law, without regard to its choice of law provisions. The state and federal courts for County of San Diego will have exclusive jurisdiction over any dispute arising under or relating to this Agreement. The Parties agree to proceed with a bench trial, and each hereby waive any right to a jury. In any such suit, the prevailing Party will recover all costs incurred and a reasonable attorney’s fee.
This document may be executed by countersignature, in which case it will be effective on the date the final Party signs the Agreement.
This Agreement will last indefinitely and will continue even if any other Agreement between the Parties governing their business relationship terminates or otherwise concludes.
Any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not apply in interpreting this Agreement. The language in this Agreement will be interpreted as to its fair meaning and not strictly for or against any Party.
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
Parties will provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent: