Box Programming License Agreement

1. This Copyright License Agreement (this “Agreement”) is made effective as of the date listed above between Jason R Brown, of 12 Wood Hollow Way, Hanover, Massachusetts and the owner of the CrossFit gym or LLC who is purchasing any of the Box Programming material.

2. In the Agreement, the party who is granting the right to use the licensed property will be referred to as “Box Programming”, and the party who is receiving the right to use the licensed property will be referred to as “the gym listed above.”

3. The parties agree as follows:

4. GRANT OF LICENSE. Box Programming owns Intellectual Property and credentials of Box Programming and its employees and contractors. In accordance with this Agreement, Box Programming grants the gym listed above a non-exclusive license to use all provided intellectual property including, but not limited to: programming, blog entries, reference page, and any other matters, in whatever format, provided to “the gym listed above” in furtherance of Box Programming providing services in like and kind to the gym listed above during the period of Box Programming provided programming services with the gym listed above. Box Programming retains title and ownership of all of the aforementioned property without limitation of the same. Box Programming will own all rights to materials, products or other works (the Work) created by the gym listed above in connection with this license.

5. RIGHTS AND OBLIGATIONS. The gym listed above shall be solely responsible for providing all funding and technical expertise for the development and marketing of the Work in which the licensed property is used. Box Programming shall be the sole owner of the Work and all proprietary rights in and to the Work; Such ownership of Box Programming includes, but is not limited to, ownership of the copyright in and to the matters set forth in paragraph 4 of this Agreement or any other rights to not specifically granted in this Agreement.

6. PAYMENT OF ROYALTY. The gym listed above will pay to Box Programming a royalty which shall be calculated as follows: $249/MONTH. Subscription service shall automatically renew on a month to month basis unless Box Programming receives written notification of intent to terminate at least 30 days prior to the end of subscription month.

7. MODIFICATIONS. Unless the prior written approval of Box Programming is obtained, the gym listed above may not modify or change the matters set forth in paragraph 4 in any manner. Licensee shall not use Licensed property for any purpose that is unlawful or prohibited by the Terms of the Agreement.

8. DEFAULTS. If the gym listed above fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Box Programming shall have the option to cancel this Agreement by providing 30 days written notice to the gym listed above.

The gym listed above shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

9. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award
rendered by the arbitrator shall be final and binding on the parties and may be enforced by a court of law. All arbitration shall occur in the State of Massachusetts, Plymouth County.

10. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the matters identified in paragraph 4, by the other party or by any third party, and the gym listed above accepts the product “AS IS.” In no event will Box Programming be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the matters identified in paragraph 4.

11. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

12. INDEMNIFICATION. Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.

13. TERMINATION. This Agreement may be terminated by either party 30 DAYS prior to the 1st of the upcoming month giving a written notice to the other party. Upon termination or expiration of this Agreement, Licensee shall cease reproducing, advertising, marketing and distributing the Work immediately on the date of notification by Box Programming. Licensee shall not have the right to fill any existing orders, or to sell off existing copies of the Work in stock, after receiving notification of termination by Box Programming. This means you’ll likely incur one additional month’s payment OR a prorated final payment.

Licensee shall provide to Box Programming an affidavit stating that Licensee has returned all materials referenced in paragraph 4 to Box Programming, has ceased to advertise services provided by Box Programming, has ceased from advertising the contractual employment of any representatives of Box Programming in whatever capacity, and has taken affirmative steps to delete and make inoperable any matters referenced in paragraph 4 provided to the gym listed above by employees of contractors of Box Programming.

Termination or expiration of this Agreement shall not extinguish any of Licensee’s or Copyright Owner’s obligations under this Agreement including, but not limited to, the obligation to pay royalties which by their terms continue after the date of termination or expiration.

13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

14. NO REFUNDS. Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.

15. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

16. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.

17. NOTICE. The address of each party hereto as set forth in the beginning of this Agreement shall be the appropriate address for the mailing of notices, checks and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.

18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Massachusetts. Parties agree the choice of forum shall be Plymouth County.

20. SIGNATORIES. This Agreement shall be signed on behalf of Box Programming, Jason R. Brown and on behalf of the gym listed above by the name of the gym owner listed above and effective as of the date first above written.