This is a license agreement (the “Agreement”) between you (“Licensee”) and FUNCTION
FIRST COACHING INC. (“Licensor”). Licensor and Licensee are referred to herein
individually as a “Party” and collectively as “Parties”.

WHEREAS:
A. Licensor is the proprietor of all of the copyrighted material (“Work”) to which this
Agreement pertains;
B. Licensee wishes to seek a license under the Work pursuant to the terms and
conditions of this Agreement; and
C. Licensor is willing to grant to Licensee a license under the Work pursuant to the
terms and conditions of this Agreement;

NOW THEREFORE, the Parties agree as follows:
1. Grant. Licensor hereby grants to Licensee, and Licensee hereby accepts, one of
the following licenses as indicated by Licensee on an order form when Licensee is
acquiring a copy of the Work from Licensor:
(a) one non-exclusive, non-sublicensable, non-transferrable license granted to
one user within Licensee (if the Licensee is a corporate entity), or to
Licensee (if Licensee is an individual), to use and access the Work for noncommercial
purposes only (“Standard License”); and
(b) one non-exclusive, non-transferrable license granted to Licensee (if
Licensee is a corporate entity) to use and access the Work for noncommercial
purposes only (“Corporate License”). Such Corporate License is
sub-licensable by Licensee to its employees, each of whom would be
granted a sub-license to use and access the Work for non-commercial
purposes only and would agree to be bound to the terms of this Agreement.
2. Fee. Licensee shall pay a non-refundable fee for the Work as indicated on the order
form when Licensee is acquiring a copy of the Work from Licensor or as otherwise
agreed to in writing by the Parties.
3. Term. Unless Licensee breaches this Agreement, the term of this Agreement is
indefinite.
4. Authority. Each of Licensor and Licensee hereby represents to the other Party
that it has full power and authority to enter into this Agreement.
5. Licensee Covenants. Licensee shall not at any time do or cause to be done any act
or thing that will in any way impair any right, title or interest of Licensor in and to the
Work. Nothing in this Agreement grants, nor shall Licensee acquire hereby, any
right, title or interest in or to the intellectual property rights associated with the
Work other than those rights expressly granted hereunder.
6. Infringement. Each Party shall promptly notify the other Party upon becoming
aware of any infringement of the Work. Licensor shall have the right, but not the
obligation, to commence court proceedings in order to stop any infringement of the
Work. If Licensor commences court proceedings, Licensee shall cooperate fully
with Licensor and shall provide such assistance as Licensor may reasonably require
in order to conduct court proceedings to stop any infringement of the Work. If
Licensor declines to commence court proceedings to stop any infringement of the
Work, Licensee may commence and direct control of such proceedings.
7. Indemnification. Licensee shall defend, indemnify and hold harmless Licensor and
its affiliates, dealers and service providers, and their respective officers, directors,
employees, agents, attorneys and representatives from and against any and all
claims, causes of action, suits, damages, losses, liabilities, costs and expenses
(including, but not limited to, reasonable attorney’s fees and expenses), which may
be sustained or suffered as a result of any third party claims or arising from
Licensee’s use, reproduction or distribution of the Work, except in the instance
where the Work is found to infringe the rights of a third party. Licensee’s obligations
under this Section shall survive any termination or expiration of this Agreement.
8. Cap on Liabilities. Licensee agrees that any liability on the part of Licensor, (a) for
any breach of any warranty, representation, agreement or covenant made by it
under this Agreement, or (b) in any other way arising out of or related to this
Agreement, for any cause of action whatsoever and regardless of the form of action
(including breach of contract, indemnity, strict liability, tort including negligence or
any other legal or equitable theory), will be limited to Licensee’s actual, direct,
provable damages in an amount not to exceed the total amounts paid to Licensor
hereunder.
9. No Agency. Nothing herein shall create any association, partnership, joint venture,
or agency relationship between the Parties.
10. Headings. The headings contained in this Agreement are for purposes of
convenience only and shall not affect the meaning or interpretation of this
Agreement.
11. Notices. All notices, requests, demands and other communications made in
connection with this Agreement shall be in writing and shall be deemed to have
been duly given: (a) if delivered personally, when received; (c) if sent by a generally
recognized overnight courier service, when received; or (d) if transmitted by e-mail,
when delivery is confirmed.
12. Entire Agreement. This Agreement constitutes the entire agreement between
Licensor and Licensee with respect to the subject matter hereof and supersedes all
prior agreements and understandings between Licensor and Licensee. No
modification or waiver of this Agreement shall be valid unless in writing and signed
by both Parties.
13. No Waiver. Any waiver of any breach of or failure to comply with any provision of
this Agreement shall be in writing and shall not be construed as, or constitute, a
continuing waiver of such provision or a waiver of any breach of, or failure to comply
with, any other provision of this Agreement.
14. Assignment. This Agreement shall be binding upon and shall enure to the benefit of
the Parties and their respective successors and permitted assigns. This Agreement
may not be assigned by either Party without the prior written consent of the other
Party.
15. Work. As between the Parties, all of the content licensed hereunder, including the
Work, is owned by the Licensor. All rights not expressly granted in this Agreement
are reserved by Licensor.
16. Severability. Each provision of this Agreement is distinct and severable and a
declaration of invalidity or unenforceability of any such provision or part thereof by
a court of competent jurisdiction shall not affect the validity or enforceability of any
other provision.
17. Further Assurances. The Parties shall do all further acts and execute all further
documents reasonably required in the circumstances to effect the provisions and
intent of this Agreement.
18. Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the Province of British Columbia and the
laws of Canada applicable in that Province. The Parties attorn to the exclusive
jurisdiction of the provincial and federal courts having jurisdiction within the
Province of British Columbia.