Simply Asking LLC - Licensing Agreement
(Last Updated: March, 15, 2025)
1. INTRODUCTION
This Licensing Agreement (“Agreement”) is entered into between Simply Asking LLC (“Licensor”) and the individual or entity (“Licensee”) that accesses, purchases, or uses Simply Asking’s sales frameworks, methodologies, or intellectual property (“Licensed Materials”).
By using the Licensed Materials, Licensee acknowledges and agrees to the terms of this Agreement.
2. LICENSE GRANT & RESTRICTIONS
2.1 Limited License
Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Materials for internal business purposes only.
2.2 Restrictions
Licensee shall not:
• Modify, distribute, sublicense, or sell the Licensed Materials.
• Represent the Licensed Materials as their own.
• Use the Licensed Materials in any way that violates laws, regulations, or ethical business practices.
3. DISCLAIMER OF LIABILITY
3.1 No Liability for Business Outcomes
Licensor provides the Licensed Materials as an objective sales framework only. Licensee assumes full responsibility for any use, implementation, or reliance on the Licensed Materials.
UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR:
• Any losses, damages, or liabilities resulting from Licensee’s sales practices.
• Legal claims, regulatory penalties, or lawsuits arising from Licensee’s use of the Licensed Materials.
• Any indirect, incidental, or consequential damages, including lost revenue, reputational harm, or legal fees.
3.2 No Legal or Business Advice
The Licensed Materials do not constitute legal, financial, or compliance advice. Licensee must consult their own legal counsel to ensure compliance with applicable laws.
4. INDEMNIFICATION (CRITICAL PROTECTION CLAUSE)
Licensee agrees to fully indemnify, defend, and hold harmless Licensor and its representatives from any claims, lawsuits, damages, or legal costs arising from:
• Licensee’s use of the Licensed Materials.
• Any disputes with customers, regulators, or third parties.
• Any unethical, illegal, or misleading business practices.
This indemnification obligation survives termination of this Agreement.
5. NO WARRANTIES OR GUARANTEES
THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DISCLAIMS:
• Any warranty of merchantability or fitness for a particular purpose.
• Any guarantee of business success, compliance, or ethical outcomes.
• Any responsibility for Licensee’s business decisions or results.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSED MATERIALS IN THE 12 MONTHS PRECEDING THE CLAIM.
7. DISPUTE RESOLUTION & GOVERNING LAW
7.1 Arbitration Clause
Any disputes shall be resolved through binding arbitration in [Preferred Jurisdiction]. Licensee waives the right to a trial by jury or class-action lawsuit.
7.2 Governing Law
This Agreement shall be governed by the laws of [Preferred State] without regard to conflict of law principles.
8. TERMINATION & SURVIVAL
8.1 Termination
Licensor reserves the right to terminate this Agreement if Licensee violates any terms. Upon termination, Licensee must cease all use of the Licensed Materials.
8.2 Survival
Sections 3 (Disclaimer of Liability), 4 (Indemnification), 5 (No Warranties), and 6 (Limitation of Liability) survive termination indefinitely.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties regarding the Licensed Materials and supersedes all prior agreements. Any modifications must be in writing and signed by both parties.
ACCEPTANCE
By using the Licensed Materials, Licensee acknowledges and agrees to the terms of this Agreement.