NINJA SELLING® course – registration terms and conditions
Your license as a NINJA™ graduate
Wow! You’re about to sign up for a course of a lifetime. We’re so glad you’re joining us. In the words of the original Ninja™, we genuinely hope that, with “the Ninja™ way of thinking and being, your life might change forever for the better.” Our hope, our aspiration, is what Jimmy D said of the Ninja™ course:
[I]t will change your life. It will alter your ability to connect deeply and honestly with the people in your world and to be the best you can be. Fortunately for the world, Larry put his words and wisdom on paper. Perhaps, just as I was given the key to become the best I could be through Larry, you will find your key to unlock the best of you in this program.
We want you to benefit as much as you can from what Larry and our team has worked so hard to put together. It’s really valuable and deserves to be protected, so here are the terms and conditions that are critical to preserving the NINJA™ integrity for the ages. Yes, this is a contract; it gives you the right to be part of our elite group — to call yourself a NINJA™ graduate! It protects the NINJA™ integrity for you as a NINJA™ member so read the agreement at www.ninjaselling.com/terms-and-conditions/.
NINJA™ License and Participation Agreement
Ninja LLC provides licenses based upon the program or product that is involved. Both the person (individual and/or business) licensed (the “Participant”) and the rights licensed vary based upon which program or product is purchased and completed. This is the license agreement that governs what the Participant, and for some programs any Affiliated Business(es) listed, may use and publicly display once purchased or once a Participant completes the program or graduates. It is a legal agreement between:
1) the Participant (individual and/or business) as the registration establishes for the program involved;
2) if listed (available for only some programs), any entit(ies) the Participant chooses to list and that the Participant represents and through which the Participant may conduct some of her/his real estate efforts (an “Affiliated Business”)(the Participant and any Affiliated Business she/he lists together referred to as “All Licensees”);
3) Ninja LLC (the “Licensor”) who provides programs and/or products, teaches courses, and through which the Participant and any Affiliated Business obtains license rights, for Licensor’s benefit and that of
4) Larry Kendall (“Larry”), the original NINJA™, who developed the NINJA™ system and owns the fundamental rights and many important items of registered Intellectual Property, and who works in conjunction with the Licensor to protect, license, and enforce the NINJA™ proprietary aspects. (Each a “party” and collectively, all of these are referred to as the “parties”.)
This agreement governs the use of the family of NINJA™ trademarks, some registered, some not, the family of associated copyrights, and those other proprietary rights of Larry and/or the Licensor that are licensed below. So Participant can understand them, the collection of proprietary rights involved are listed at www.ninjaselling.com/intellectual-property/item listing and may be updated from time to time (collectively, the “NINJA Intellectual Property”). By clicking I AGREE, Participant and any Affiliated Businesses Participant lists obtain licenses and accept the terms of this agreement as a legally binding contract. If Participant does not agree with these terms, Participant cannot register because we all must protect the integrity of the NINJA™ systems and NINJA Intellectual Property. Participant should want that, too, because none of our special group should let others pirate what we’ve worked so hard to develop.
By this agreement, Participant becomes licensed to use some associated NINJA Intellectual Property based upon the program Participant. For some programs, as explained below, this is what gives the Participant the rights to call herself or himself things such as a NINJA INSTALLATION™ graduate and tell others that Participant are a NINJA™ real estate professional. Of course, not just anybody can call themselves a NINJA™, teach a NINJA™ course, or create NINJA™ related things. It’s got to be done right, and has to be true to our original NINJA™ system. To be clear and precise, what is licensed to the Participant (and, for some programs, any Affiliated Entities Participant lists) varies by the program involved. Please contact Ninja LLC for additional information and licensing terms if you are unclear on what can or cannot be done under your license.
The above detail of licensed rights are the only rights granted, are based on the program purchased and paid for, and all other rights are expressly reserved. No rights other than what is granted for the applicable program are licensed; any other uses of any item of Intellectual Property is not appropriate and is not licensed. Also, notice rights granted are sometimes granted to only an individual Participant or a specific business Participant, and sometimes to an Affiliated Business. Further, for business Participants and Affiliated Businesses, the person signing represents and warrants that they have the authority to bind that entity. If person signing cannot bind the entity or entities listed, another person will need to sign.
Regardless of the program involved:
Participant and any listed Affiliated Businesses understand and agree that in the event Participant or any Affiliated Business creates any derivative works or materials that are based on or use any aspect of any NINJA™ materials, each and any such items inures to the benefit of the Licensor, is agreed to be owned by and is hereby assigned (together with any associated goodwill) to the Licensor without any expansion or alteration of the scope or extent of the rights grants above.
Participant and any Affiliated Business agree not to adopt, use, register, or seek to register nor will Participant or any Affiliated Business enable or assist others in adopting, using, registering, or seeking to register any mark that the Licensor in its reasonable discretion, believes might potentially create any likelihood of confusion with any of its other mark, be they registered or unregistered. Participant and any Affiliated Business acknowledge the validity of all marks and copyrights asserted by Larry and/or the Licensor and acknowledge all Participant’s past, present, and future uses of the NINJA™ Intellectual Property inure to the benefit of Licensor and/or Larry.
Use of NINJA™ Intellectual Property: It is agreed that every use by a Participant or any Affiliated Business of any licensed NINJA™ Intellectual Property under any program will be in accordance with the usage policies as specified in www.ninjaselling.com/intellectual-property/usage-policy as such may be updated from time to time. Participant agrees to maintain the quality of those services Participant provide under the NINJA™ brands in full compliance with the requirements of all applicable real estate licensing authorities, in accordance with the highest of professional standards in the real estate industry, and with the reasonable standards the Licensor provides from time to time. For purposes of assuring compliance with the relevant standards, Participant and any Affiliated Business agree to promptly provide upon request of Licensor or its representatives, copies of all uses and certified factual information so as to enable the Licensor or its representatives to understand and inspect at reasonable times the services Participant provides and/or that are provided through any Affiliated Business, and agree to provide to Licensor samples of all literature and other materials bearing or distributed using any NINJA Intellectual Property.
Miscellaneous: Participant and any Affiliated Business acknowledge, agree, and accept that: (1) these terms constitute the entire agreement between Participant, any Affiliated Business, and the Licensor regarding this subject matter, and agree that to the extent inconsistent, this agreement supersedes any prior terms or agreements regarding the same; and (2) this Agreement applies to any past sourcing, purchasing, and uses of NINJA™ Intellectual Property. No modification by Participant or any Affiliated Business to the terms or any additional authorization will be binding unless authorized by two corporate officers of Licensor in writing. Licensor’s employees, instructors, and sales representatives are not authorized to modify this agreement or grant any additional authorization. Any express waiver or failure to exercise any right under the terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the terms is held invalid by any competent court, governmental entity or arbitrator, such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the terms will remain in full force and effect. Should Participant or any Affiliated Business breach or fail to comply with any term of this agreement, the Licensor may terminate any continuing license of rights and shall have the right to terminate this agreement upon thirty (30) days notice to Participant or any Affiliated Business, provided that Participant or any Affiliated Business have or has not corrected such breach during such period and promptly certified such correction to the Licensor and Licensor has accepted such certification as curing such breach. No similar breach or failure to comply shall have any such right of correction. Upon termination of this Agreement for any reason, Participant agrees to discontinue all uses of any licensed NINJA™ Intellectual Property within 30 days of termination and all license rights are hereby revoked, however, in the event of any such termination, all other terms, including but not limited to all terms with respect to non-use, validity, and arbitration, shall continue. Participant and any Affiliated Business agree to indemnify, hold harmless, and defend Licensor and Larry against all claims, liability, damages and expenses, including reasonable legal fees, incurred as a result of or related to any claim, whether threatened or pending, by any person in any way involving Participant’s and/or Affiliated Business’s use of any NINJA™ Intellectual Property.
Applicable Law, Arbitration: The validity and interpretation of this Agreement shall be governed by and construed in accordance with Colorado law except as to copyright and other proprietary matters which may be preempted by United States laws and international treaties. In the event of any violation of this agreement, Licensor reserves the right to pursue any state law remedies (including contractual remedies) or remedies under federal laws or both. If Participant is a governmental employee or entity, or if an Affiliated Business is a governmental organization, Participant and it/they agree to waive governmental immunity to any suit and/or liability arising hereunder. In the event any dispute occurs that: arises out of, relates to, or regards directly or indirectly: this agreement, any item of NINJA™ Intellectual Property, any license rights, or any relationship between the parties, the parties agree to exclusively submit any such dispute, controversy, or claim to confidential binding arbitration in Larimer County, Colorado, to the fullest extent permissible under law, before a single attorney having experience in enforcement of licensed rights and who agrees to endeavor to enforce the contract according to its terms to the extent not unlawful. Such arbitration shall be conducted in accordance with applicable law and pursuant to the Federal Arbitration Act with the addition of any aspect on which the Colorado Arbitration Act is more permissive, and the Commercial Arbitration Rules (CAR’s) of the American Arbitration Association (AAA) with each applicable law modified for efficiency and: a) avoid the involvement of the AAA and with service by first-class mail and answer due 20 days thereafter without filing with the AAA, b) to provide for minimal party and non-party discovery and other pre-hearing procedures under the Colorado Rules of Civil Procedure consistent with a fair resolution of the dispute, c) to permit expedited preliminary and permanent injunctive relief, and d) to endeavor for the dispute to be resolved within 180 days of the arbitrator’s appointment. For further efficiency, selection of the arbitrator shall be made within twenty days of service by two attorneys, one of which may be selected by each party. In the event the parties’ attorneys cannot select an arbitrator within twenty days, the Licensor shall have the right to select an arbitrator and that selection shall be binding on all parties. In the event any party needs to or takes any action to compel arbitration and is successful in any such regard, it shall be entitled to and shall be awarded its full attorney’s fees, costs, and expenses jointly and severally from every adverse party unless all parties consent to such arbitration prior to filing any request to compel arbitration. Further, in the arbitration, any appropriate award, including but not limited to injunctive relief if deemed appropriate, may be rendered by the arbitrator and may be entered in any court having jurisdiction thereof. In the arbitration itself, the prevailing party shall be entitled to recover reasonable attorney fees and costs incurred in such arbitration. In the event any claim or controversy arises which is not subject to binding arbitration under this section, the parties agree to submit to exclusive jurisdiction and venue for the resolution of such dispute in the District Court of Larimer County, Colorado, or to the extent necessary in federal court in the District of Colorado. In any arbitration or Court action, it is agreed that damages caused by a breach of this contract would most certainly be difficult to ascertain. As a result, should a breach of this contract or other wrongful action be found, Participant and any Affiliated Business agree, jointly and severally, to pay Licensor as liquidated damages, and not as a penalty, an amount equal to twenty percent of all Participant’s and Affiliated Business’s gross sales (without any double recovery) involving any services that have been visible to the public or other persons within any business as having been, to any degree, associated with, conducted, or promoted with any involvement or use of any licensed NINJA Intellectual Property or with any use of any aspect of the NINJA™ principles or system. Liquidated damages shall also include Licensor’s attorney fees and costs. Alternatively, and in lieu of Licensor’s liquidated damages, Licensor may elect to recover its actual damages resulting from any breach in accordance with Colorado law, in which case Licensor may seek an award of such actual damages. If Licensor elects to seek actual damages, however, Licensor must provide Participant and, if involved, any Affiliated Business with written notice of such election within thirty days of making such election, and if Licensor fails to provide such notice, then Licensor will only be entitled to Licensor’s liquidated damages.