Online Course License Agreement This agreement (“Agreement”) is entered into between ("" shall be referred to as “Licensor”), on the one hand, and Ascension Works TV LLC and its members, employees, directors, licensees, successors and assigns (collectively, “AWTV”) and Ascension Works Collaborations LLC and its members, employees, directors, licensees, successors and assigns (collectively, “AWC”) (AWTV and AWC shall together hereafter be referred as “Licensee”), on the other, in connection with the license by Licensor to Licensee for rights in and to certain content from Licensor’s current courses as further described on Exhibit A attached hereto and incorporated herein that may be edited, adapted and/or repacked and sold by Licensee. Licensor’s courses licensed to Licensee pursuant to this Agreement and any and all services furnished by Licensor are hereafter referred to individually and collectively as the “Class". In consideration of the mutual promises, covenants and conditions set forth herein, and for other good and valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties agree as follows:

LICENSE: Licensor hereby irrevocably grants to Licensee the perpetual right to use the Class and any Licensee-supplied materials as embodied in the Class and/or in connection with the Class on a world wide basis and including but not limited to in advertising, marketing, and promotional materials. Licensor acknowledges and understands Licensee is under no obligation to use the Class. Licensor deems Licensee as attorney in fact to execute any such necessary documents in Licensee’s name to effectuate this provision. For the avoidance of doubt, Licensee will have the right to distribute, sell and otherwise exploit the Class and the allied and ancillary rights therein (including, without limitation, the right to adapt for foreign language subtitling or dubbing, etc.) via any means now in existence or hereafter discovered (including, without limitation, by means of Internet streaming, downloading, podcasting, mobile devices (including, without limitation, via an application for computer, telephone, tablet or other such devices), television of all types, home video, DVDs, and theatrically) and/or to reproduce, distribute, display, sell, or distribute the Class to any party. Licensee will have no obligation actually to use the Class or Licensor’s services or use any of the results and proceeds thereof, or to exercise any of the rights granted to Licensee hereunder, or to produce, or to continue production, or exploitation, if commenced. Licensor represents and warrants that the Class and all materials created by, contributed by or furnished by Licensor or any party on behalf of Licensor in connection with the Class or otherwise in connection with this Agreement will be original to Licensor and shall not violate the rights of any person or entity, including but not limited to breach of contract, privacy or publicity rights, copyright, defamation, false light, public disclosure of private fact, intrusion into seclusion, trademark infringement, unfair competition or any other claim, whether statutory or based on common law. Licensor further acknowledges that she/it is not entitled to any royalties revenue, profits, sums, payments, fees, compensation or other monies derived from the sale, distribution, reproduction, license, public performance, display and/or exploitation of the Class or for the services provided by Licensor in connection with the Class except as provided below. Licensor irrevocably and unconditionally waives any droit moral and like rights (including but not limited to any rights of privacy and/or publicity) that she/it may have in the Class and any derivatives thereof and agrees not to make any claim against Licensee or any party authorized by Licensee to exploit the Class based on such moral or like rights.

CREDIT: Credit afforded, if any, will be in the sole discretion of Licensee. Failure by Licensee and/or any party to provide such credit shall not be deemed a breach of this Agreement. Licensor irrevocably grants to Licensee the right to use her/its name, voice, likeness, biographical data, trademark(s) and/or service marks in connection with the sale, license, distribution, exhibition, advertising, publicity and/or exploitation of the Class, or any element thereof, in perpetuity in any medium now known or hereafter developed.

INDEPENDENT CONTRACTOR; PUBLICITY: Licensor is not an employee, partner, or joint venturer with Licensee for any purpose. Licensee shall not be responsible for withholding taxes with respect to Licensor’s compensation hereunder, if any. Licensor shall have no claims against Licensee or any other party for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Licensor shall be solely responsible for making all necessary withholdings from compensation, if any, and remitting such withholdings or other payments or taxes as required by law. Licensor indemnifies and holds Licensee harmless from and against any and all claims, demands, losses, expenses, damage and/or liability of any kind arising from any breach of any representation or warranty by Licensor and shall have no claims against Licensee in connection therewith. Licensor is not entitled to seek injunctive or other equitable relief, or to otherwise interfere in any way with the sale, distribution, exploitation, advertising or promotion of the Class or any element thereof. Licensee assumes no liability for Licensor and/or any employees, representatives and/or independent contractors of Licensor. Licensor is not an agent of Licensee and is not authorized to contract on behalf of Licensee, employ, or otherwise incur any liability or obligation on behalf of Licensee unless expressly authorized in advance to do so in writing. Licensor shall not directly or indirectly circulate, publish or otherwise disseminate any news story, article, or other publicity concerning the Class, Licensee, or Licensor’s services for Licensee without Licensee’s prior written consent in each instance.

SERVICES. Licensor will render reasonable promotional and publicity services, in connection with the publicity and promotion of the Class, subject to Licensee’s then-current professional availability (provided that Licensee will use best efforts to be available to render promotional services as and when reasonably required by Licensee). Licensor will also assist Licensee with any questions that may arise from customers and prospective customers concerning the Class.

PAYMENTS. In consideration for the rights and licenses granted to Licensee by Licensor herein and in full and final compensation to Licensor, Licensee will pay to Licensor Seventy Five Percent (70%) of Class Derived Net Proceeds (as defined below), in accordance with the following:

1. Definitions.
   “Class Derived Net Proceeds” means Class Derived Gross Receipts (as defined below) less any and all video production related costs (including license fees for video graphics if needed), transaction fees & app store fees, any 3^rd party marketing & advertising expenses which are agreed upon in writing (like Facebook ad campaigns), affiliate referral bonuses, subtitling & foreign language translation fees if agreed upon in writing, along with any and all other expenses incurred by Licensee relating to the development, reproduction, distribution, exhibition, display, performance, sale, license and/or other exploitation of the Class which are agreed upon in writing by licensor & licensee. Passive marketing, customer support & technical operation related costs are considered separate operating costs & are not factored in.
   “Class Derived Gross Receipts” means all monies actually received by Licensee less returns and refunds from the sale, license, distribution and/or exploitation of the Class.

MISCELLANEOUS.

1. Indemnities. Licensor represents and warrants that the Class is original with Licensor and does not and will not violate the copyright or any other right of any third party and is not the subject of any litigation or of any claim that might give rise to litigation. Licensor agrees to indemnify, defend, and hold harmless Licensee from any liabilities, damages, losses, costs, expenses, obligations resulting from a third-party claim (including attorneys’ fees) (collectively “Damages”) arising out of or relating to any breach of Licensor’s representations and warranties hereunder. Licensor will indemnify, defend and hold harmless Licensee from any Damages arising out of or relating to the development, production, distribution, advertising or exploitation of the Class (and any elements and any rights therein) except to the extent arising out of Licensee’s breach, negligence and/or intentional misconduct.
2. Confidentiality. Licensor and Licensee will maintain in confidence the terms and provisions of this Agreement and any information exchanged arising out of or relating to this Agreement except (i) to the extent necessary to comply with applicable law or governmental authority and (ii) to share with agents, attorneys, and other representatives on a “need to know” basis as required for such representative to properly provide services to Licensor and Licensee (each of whom will be subject to confidentiality obligations at least as stringent as this provision).
3. Suspension and Termination.
4. If Licensor and/or Licensee is hampered from fully performing Licensor’s and/or Licensee's obligations hereunder, or if Licensor and/or Licensee fails, refuses, or neglects to fully perform such obligations, and/or if Licensee is hampered in preparing or producing the Class and/or Licensee's normal business operations become commercially impracticable due to the occurrence of an event of force majeure such a labor shortage, pandemic, illness, epidemic, acts of God, war, hostility, blockade, civil disturbance, revolution, strike, terrorist attack, riot, governmental restriction, public health or safety threat, disability, personal or family emergency, lockouts, travel delays, inclement weather, or other events beyond the control of Licensee (each a “Force Majeure Event”), then Licensee shall have the right to suspend Licensor's services and Licensor’s compensation hereunder during all periods of any incapacity, default, and/or Force Majeure Event.
5. In the event Licensor is in breach of this Agreement or in the event Licensor is incapable of completing Licensor’s services in connection with the Class, Licensee will have the right to terminate Licensor’s compensation and Licensor’s services upon written notice to Licensor, and Licensee shall have no further obligation to Licensor hereunder. The termination of this Agreement by Licensee shall not affect Licensee’s rights in and to the Class.
6. No Injunctive Relief. In the event of a breach of this Agreement by Licensee, Licensor will be limited to their right to recover damages, if any, in an action at law, and in no event will Licensor be entitled to terminate or rescind this Agreement or enjoin or restrain the production, distribution or other exploitation of the Class and the rights therein, or the use, publication or dissemination of any advertising issued in connection therewith, and Licensor irrevocably waives any right to equitable or injunctive relief.
7. Entire Agreements. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one agreement. Signatures delivered via electronic delivery will be deemed original signatures. This Agreement will be governed by the laws of the State of Colorado. The provisions of this Agreement may be amended or waived only by a written agreement executed by the parties. No other course of dealing between the parties or any delay in exercising any rights hereunder will operate as a waiver of any rights of any such parties. A waiver of any breach or any provision of this Agreement is not a continuing waiver or breach of the same or other provisions. Licensee may assign this Agreement and/or any of its rights hereunder to any third party, and this Agreement shall inure to the benefit of any such assignee(s). Licensor understands and agrees in the event it is ultimately determined by a court that Licensee have committed a material breach of this Agreement, the damage, if any, caused to Licensor thereby will not be irreparable or otherwise sufficient to entitle Licensor to seek injunctive or other equitable relief, and Licensor’s rights and remedies in any such event shall be strictly limited to the right, if any, to recover damages in an action at law and such damages shall be limited to any amounts paid to Licensor hereunder, if any. Notwithstanding anything to the contrary herein, Licensee shall not be deemed in breach of this Agreement unless and until Licensee is first provided written notice by Licensor setting forth such alleged breach and Licensee does not cure said alleged breach within ninety (90) days after receipt of such written notice. This Agreement constitutes the entire agreement of the parties, and any prior agreements, understandings, and representations, whether oral or written, are hereby terminated and canceled in their entirety and are of no further force and effect. Each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. The parties agree and consent to the jurisdiction of and venue in the state or federal courts in Denver, Colorado in all disputes arising out of or relating to this Agreement and waive any and all defenses such as that of forum non-conveniens. This Agreement shall inure to the benefit of and bind the parties and their respective heirs, representatives, successors, and assigns.

IN WITNESS WHEREOF, the parties have caused this Deal Memo to be executed by their duly authorized representative.

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Signed by Michael Waskosky
Signed On: July 29, 2022

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Document name: Online Course License Agreement

Unique Document ID: b878ac33d0276f8cc87d721632150c8264b23d0b

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Timestamp	Audit
July 22, 2022 2:05 pm MDT	Online Course License Agreement Uploaded by Michael Waskosky - [email protected] IP 65.102.82.108

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https://ascensionworks.tv/

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