Singer's Edge Program

SINGERS EDGE PROGRAM LICENSE AGREEMENT


This MEMBER AGREEMENT (the “Agreement”) is made:

 (the “Effective Date”) by and between:

BBVS INC, the legal entity for Singer's Edge Program, having a place of business at 5 Clarence Square, Toronto, Ontario, Canada, M5V 1H1 ( “BBVS”); and

  , represented by , , and having a place of business at  (the “Member”).

WHEREAS, BBVS owns the entire right, title and interest in and to the Intellectual Property Rights in the Singer’s Edge Program, which is a proprietary program for teaching and coaching vocal teachers a system to improve vocal student performance and engagement which leads to increased lifetime value of a customer and results in higher revenues, reduced marketing expense, and a more profitable vocal school business;

WHEREAS, the Member desires to use the Singer’s Edge Program;

WHEREAS, the Singer’s Edge Program will include a private 30-minute call with the licensee owner with BBVS following registration, and access to Singer’s Edge Program materials which includes both print materials and materials found in a Members-Only website, as well as periodic updates and additional content from BBVS in future;

WHEREAS, BBVS has approved admission of the Member to the Singer’s Edge Program to permit use of the Singer’s Edge Program by the Member subject to the terms and conditions of this agreement.

NOW THEREFORE, in consideration of the promise and mutual covenants herein set forth, the Parties hereto agree as follows:

 

  1. DEFINITIONS

1.1 In this Agreement, the terms:

  1. a) “Singer’s Edge Intellectual Property Rights” shall mean: all patents, patent applications, copyrights, trademarks, service marks, trade names, industrial designs, design patents, designs, mask work rights, trade secrets, copyright works, software, Confidential Information, know-how and other proprietary rights owned or licensed by BBVS for use in the Singer’s Edge Program.
  2. b) “Confidential Information” shall mean all documents, images, templates, and all other materials and information provided by BBVS as part of the Singer’s Edge Program (including print materials and materials found in the Members-Only website), including all recordings and transcripts of private calls and coaching calls with BBVS, except where specifically excluded in Schedule “A”. Confidential Information shall include this Agreement and Schedules “A”, “B”, and “C”.
  3. LICENSE

2.1 BBVS hereby grants to the Member a non-exclusive, non-transferable license to use the Singer’s Edge Intellectual Property Rights for vocal training of others and for building a vocal training or music school business in accordance with this Agreement and to identify the Member as a providing vocal training according to the Singer’s Edge Program.

2.2 Member shall take all steps necessary to ensure that the materials and services provided by them in connection with the Singer’s Edge Program shall at all times be of a character, quality, form and nature acceptable to BBVS acting reasonably and according to quality control standards that BBVS may from time to time communicate to Member during the term of this Agreement. Member shall provide BBVS with reasonable access where required to inspect the materials and services provided so that BBVS may verify the quality of the materials and services and that Member is following BBVS quality control standards.

2.3 BBVS shall retain all right, title and interest in and to the Singer’s Edge’s Intellectual Property Rights. This Agreement shall not be construed as a sale or transfer of ownership in any of Singer’s Edge’s Intellectual Property Rights. All use by the Member of any trademarks, service marks or trade names licensed from BBVS by the Member shall be to the benefit of BBVS.

2.4 Member acknowledges that all suggestions, comments and observations (collectively, "Suggestions") made by the Member in relation to the Singer’s Edge Program shall be included in and form part of Singer’s Edge's Confidential Information. The Member agrees that any intellectual property resulting from or arising out of the disclosure of Suggestions by the Member to BBVS, including, without limitation, any and all improvements, modifications, or enhancements to or other developments based upon any aspect of the Singer’s Edge Program shall be the exclusive property of BBVS, and the Member hereby assigns to BBVS all rights that the Member may have in any and all Suggestions and waives any moral rights relating thereto.

2.5 The Member agrees that if BBVS takes photographs, images, audio recordings and video recordings in connection to the Member’s participation of the Singer’s Edge Program, the Member consents to BBVS’ ownership of and future use of such material for the benefit of BBVS for commercially reasonable purposes such as marketing, training, and coaching other members. The Member agrees not to make its own audio or video recordings or take photographs of any parts Singer’s Edge Program without the express written consent of BBVS, excluding their own individual coaching sessions with Brandon Brophy, if any, for their own personal use.

2.6 Member agrees and acknowledges that BBVS has given no warranty or representation that use of Singer’s Edge’s Intellectual Property Rights will be free from infringement claims by a third party. Member agrees and acknowledges that the Singer’s Edge Program is provided on an “as is” basis and BBVS makes no representation or warranties with respect to the Singer’s Edge Program.

  1. CONFIDENTIAL INFORMATION

3.1 The Member agrees and acknowledges that Confidential Information is to be treated as confidential by the Member and the Member agrees to use all reasonable efforts to ensure that Confidential Information remains secure, such reasonable efforts to be no less rigorous than those used by the Member to keep its own confidential information secure. The Member agrees that all obligations under this section extend for the term of this Agreement and survive thereafter until the Member receives written notice from BBVS releasing the Member from this obligation.

3.2 The Member agrees and acknowledges that all Confidential Information is provided solely for the use of the Member, including its employees and independent contractors with a need to access the details of the Singer’s Edge Program. To the extent that the Member is required to distribute Confidential Information, the Member agrees that such distribution shall be limited to only those persons with a need to know the Confidential Information and the Member agrees to ensure that any such person abides by the obligations in this Agreement. For this purpose, the Member shall have its employees or independent contractors execute a suitable agreement to oblige them to keep the Singer’s Edge Program confidential. If no other suitable agreement exists between the Member and its employees and independent contractors, the agreement provided as Schedule “B” to this Agreement may be used.

3.3 The Member agrees and acknowledges that Confidential Information is not to be copied, published, redistributed or otherwise made available to any party other than as provided in section 3.2 herein, and that such redistribution to non-members may result in grounds for termination of this Agreement.

3.4 The Member agrees and acknowledges that failure to comply with section 3 is a fundamental breach of this Agreement which will result in grounds for termination of this Agreement.

  1. TERM

4.1 Unless sooner terminated in accordance with the provisions of this Section 4, this Agreement shall commence on the Effective Date and run for a term of six (6) months from the Effective Date, and continue thereafter monthly until the Agreement is terminated in accordance with this section.

4.2 The Member agrees to pay member fees to BBVS according to the terms provided in Schedule “C” herein, plus taxes, where applicable. BBVS shall have the right to terminate this Agreement at any time if timely payment is not received from the Member in accordance with Schedule “C” of this Agreement.

4.3 The Member may terminate this Agreement after the initial six month period by giving one month written notice and participating in an exit interview with BBVS or by giving two months’ written notice. The exit interview is for the purpose of obtaining the Member’s feedback on the Singer’s Edge Program.

4.4 Upon expiration or termination of the Agreement, all rights granted to the Member under this Agreement shall cease, and the Member shall immediately discontinue all use of Singer’s Edge’s Program and the Singer’s Edge Intellectual Property Rights contained therein. The Member shall destroy or return all Confidential Information in the Member’s possession to BBVS.

4.5 During the term of the agreement and for a period of one (1) year after expiration or termination of the Agreement, the Member shall not create or offer for sale a vocal training program for vocal teachers or vocal coaches, or for managing a vocal coaching business. This provision does not preclude the Member and its employees and contractors from continuing to offer vocal training to students.

  1. INDEMNIFICATION/LIMITATION OF LIABILITY

5.1 Member shall defend, indemnify and hold BBVS harmless from and against any claim, damage, liability, loss, cost or expense (including legal costs on a solicitor client basis) arising out of or in any way relating to Member’s use of Singer’s Edge’s Program.

5.2 In no event, regardless of cause, shall BBVS be liable to Member for, including but not limited to, special, punitive or consequential damages of any kind, whether arising under breach of contract, tort (including negligence), strict liability or otherwise, in connection with the failure of Singer’s Edge Program to produce any particular result for the Member, or for any other reason.

5.3 Any liability of BBVS, of any kind whatsoever, shall be limited to the amount of fees actually paid to BBVS by the Member in the twelve months preceding any such loss or damages claimed against BBVS.

  1. MISCELLANEOUS

6.1 The addresses of the parties hereto, for the purposes of any notice, or other communication relating to this Agreement, shall be as indicated on page 1 of this Agreement or as either BBVS or the Member may from time to time designate by written notice to the other.

6.2 This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, and supersedes all previous arrangements and understandings, whether oral or written, relating hereto. Neither party shall be bound by any agreement, amendment or warranty relating to the subject matter of this Agreement unless the same is made after this Agreement and is in writing and signed by an officer of the party against whom such agreement, amendment, or warranty is to be enforced.

6.3 The failure of either Party at any time or times to require performance by the other Party of any provision of this Agreement shall in no manner affect the right of such Party thereafter to enforce the same, and the waiver by a Party of any breach of any provision hereof shall never be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.

6.4 Nothing in this Agreement shall be deemed or construed to constitute or create between the Parties a partnership, joint venture, or agency. This Agreement shall not cause either Party to be the legal representative or agent of the other Party, nor shall either Party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other Party.

6.5 The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed by and construed according to the laws of the Province of Ontario and, if an action is commenced by the Member, shall be commenced in a court of competent jurisdiction in Ontario.

6.6 Should a court of competent jurisdiction declare that any provision of this Agreement is illegal, invalid or unenforceable, then such provision shall be modified automatically to the extent necessary to make such provision fully enforceable. If such court does not modify any such provision as contemplated herein, but instead declares it to be wholly illegal, invalid or unenforceable, then such provision shall be severed from this Agreement, and such severance shall in no way affect the legality, validity or enforceability of the other provisions of this Agreement to which such declaration does not relate. In this event, this Agreement shall be construed as if it did not contain the particular provision held to be illegal, invalid or unenforceable, the rights and obligations of the parties hereto shall be construed and enforced accordingly, and this Agreement otherwise shall remain in full force and effect.

6.7 This Agreement and the licenses hereunder granted are not assignable by Member without the prior written consent of BBVS. Any such assignment without BBVS consent shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors, and permitted assigns.

6.8 BBVS may take all steps that in its opinion and sole discretion are necessary or desirable to protect Singer’s Edge’s Intellectual Property Rights against any infringement by any other person.

6.9 Member shall report to BBVS any infringement of Singer’s Edge’s Intellectual Property Rights or unauthorized or unintentional disclosures contrary to this Agreement that it becomes aware of, immediately upon becoming aware of same.

6.10 All headings in this Agreement are intended solely for the convenience of the parties, and shall not be deemed to affect the meaning or construction of any provision herein.

 

SCHEDULE “A” – NON-CONFIDENTIAL SINGER’S EDGE PROGRAM MATERIALS


The following Singer’s Edge Program materials may be given to students:

1) Homework pads - tearaway sheets filled in by the teacher and taken home by the student

2) Tracking punch cards – these will normally be kept at the school but could be provided to the student as a keepsake upon completion of a level of the Singer’s Edge Program

3) Lesson Books – for purchase by the student – some copies may be included free to the school

4) The Singer’s Instinct Guidebook – for purchase by the student – three copies included free to the school

5) Certificates – downloadable and editable for the school to add the student’s name and provide to the student upon completion of a level of the program

 

SCHEDULE “B” – SINGER’S EDGE PROGRAM VOCAL TEACHER AGREEMENT

(All teachers in your school will be sent a digital agreement as below and will required to sign before being given access to the website)

I understand that during the course of my duties with _____School’s Name______ I will gain knowledge of, or have access to, information relating to the Singer’s Edge Program.


I acknowledge that aside from the following materials which I may share with students: homework pads, tracking punch cards, practice handbooks, certificate and the Singer’s Instinct Guidebook; any non-public information or materials that I receive as part of the Singer’s Edge Program (including print materials and materials found in the Members-Only website) are confidential and I agree that I will not copy or distribute any of those materials or any of that information to any person or entity except as expressly directed by ____School’s Name____ or permitted by Singer’s Edge, unless required by law.              

 

SCHEDULE “C” – MEMBER FEES

 Monthly Member Fee: $99 USD per month*. One fee provides access to all voice teachers at the school. 

 

TEACHER NAMES & EMAILS

Indicate teacher names and their emails that should have access to our site here in the box below. If you are not ready now, you may send an email request with teacher names and emails that should have access to: Info@SingersEdgeProgram.com

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date by their duly authorized officers.

 

MEMBER

 

BBVS INC

 

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Signed by Brandon Brophy
Signed On: July 31, 2019


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Document name: SINGERS EDGE PROGRAM LICENSE AGREEMENT
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September 15, 2017 11:26 pm EDTSINGERS EDGE PROGRAM LICENSE AGREEMENT Uploaded by Brandon Brophy - brandon@singersedgeprogram.com IP 99.230.154.146
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