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Online Course License Agreement

Date:
Parties:

Licensor:
Licensee: Ascension Works TV LLC and its members, employees, directors, licensees, successors, and assigns (collectively, “AWTV”)

Subject Matter: This Agreement covers all content (“Class”) Licensor creates, uploads, or provides for use on Licensee’s website or any other platform Licensee designates for selling, distributing, or promoting courses. “Content” includes, but is not limited to, videos, written materials, audio recordings, and related course assets.

1. License Grant

Scope: Licensor grants Licensee the worldwide right to use, edit, adapt, repurpose, and sell the Class in any format or media (for example, streaming, downloading, mobile, TV, DVD, and so on), including for marketing and promotional purposes.
No Obligation: Licensee is not required to use or distribute the Class but has the right to do so if it chooses.
Ownership: Licensor represents that they have the necessary rights to grant this license and that the Class does not infringe on any third party’s rights.

2. Credits & Publicity

Credit: Any credit to Licensor (e.g., name, brand, logo) is at Licensee’s discretion; no specific credit is guaranteed.
Publicity: Licensor agrees that Licensee may use Licensor’s name, likeness, and biographical details to promote the Class.

3. Independent Contractor

Relationship: Licensor is acting as an independent contractor, not as an employee or partner of Licensee.
Taxes and Benefits: Licensor is responsible for their own taxes and is not entitled to employee benefits from Licensee.

4. Promotion & Support

Promotion: Licensor will reasonably cooperate with Licensee’s promotional efforts for the Class (e.g., interviews, social media posts, Q&A sessions).
Customer Questions: Licensor agrees to assist Licensee by answering relevant customer or prospective customer questions about the Class, as reasonably requested.

5. Payments

Revenue Share: Licensee will pay Licensor 70% of the “Class Derived Basic Net Proceeds.”
Definitions:
1. Class Derived Basic Net Proceeds = (Class Derived Gross Receipts) – (Transaction fees, agreed-upon marketing expenses, agreed production costs, affiliate bonuses, and agreed translation fees). Normal platform operating costs (e.g., server & technical costs, customer support) are not subtracted and are covered by the 30% that AWTV receives.
2. Class Derived Gross Receipts = All revenue Licensee actually collects from the Class, minus refunds and returns.

Payment will be calculated and disbursed in accordance with reasonable accounting practices and on a schedule agreed upon by both parties.

6. Representations & Warranties

Originality: Licensor guarantees the Class is Licensor’s original work (or properly licensed) and does not violate any contracts, copyrights, trademarks, or publicity rights of others.
Legal Compliance: Both parties will comply with all applicable laws in carrying out this agreement.

7. Indemnity

By Licensor: Licensor agrees to defend and hold Licensee harmless against any third-party claims alleging the Class infringes their rights or that Licensor breached its warranties in this Agreement (except to the extent caused by Licensee’s misconduct).

8. Suspension & Termination

Force Majeure: If an event beyond either party’s control (such as natural disasters, widespread health emergencies, or government actions) prevents performance, the affected obligations may be paused until the issue is resolved.
Breach: If Licensor or Licensee materially breaches this Agreement and does not fix the breach after receiving written notice, the other party may terminate. A termination by Licensee does not affect Licensee’s rights already granted under this Agreement (for example, the continued sale of an already-created product).

9. Disputes

Governing Law: The parties agree that Colorado law will govern any disputes.
Venue: Any lawsuits or claims should be filed in state or federal courts located in Denver, Colorado.

10. Confidentiality

Both parties will treat this Agreement and any shared business information as confidential, except where disclosure is required by law or to professional advisors under similar confidentiality obligations.

11. Entire Agreement

This Agreement represents the entire understanding of the parties and supersedes all prior agreements regarding this subject matter. Changes must be in writing and signed by both parties.
If any part of this Agreement is found unenforceable, that portion will be limited as necessary so that the remainder still applies.

By signing below, both parties agree to the terms above and confirm their intent to uphold them.

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Signed by Michael Waskosky
Signed On: January 16, 2025

Timestamp

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July 22, 2022 2:05 pm MDT

Online Course License Agreement Uploaded by Michael Waskosky - [email protected] IP 46.110.110.110