This Licensing Agreement ("Agreement") is made and entered into by and between Your EMDR Guide, LLC (“Licensor”), a limited liability company organized in Indiana with a business address of 5660 Caito Drive, Suite 126, Indianapolis, IN 46226 and you, the purchaser/licensee (“Licensee”) upon purchase. The Licensor and Licensee will be collectively referred to as “the Parties” in this Agreement.

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Recitals

The Licensor is the owner of certain copyrighted guidebooks, including but not limited to the 8:3 Guidebook, the 8:3 Quick Start Guide and the 8:3 Guidebook Companion (collectively known as the "Guidebook" or “Guidebooks”) which the Licensor has created at their own effort and expense to assist with the delivery of Eye Movement Desensitization and Reprocessing (EMDR) Therapy sessions. The Licensee is a practicing EMDR therapist and desires to obtain a license to use the Guidebooks with clients as part of the Licensee's EMDR therapy practice.  Licensor grants a limited license to the Guidebooks to Licensee under the terms of this Agreement.  

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Grant of License

Licensor hereby grants to the Licensee a nonexclusive, nontransferable world-wide license to use the Guidebooks in Licensee’s EMDR therapy practice only in accordance with the terms and conditions set forth in this Agreement. This license shall be unilaterally revocable by the Licensor under certain conditions as set forth below in the Section Conditions of Revocability.

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Licensing Fee 

Licensee shall pay Licensor a licensing fee (“Licensing Fee”) according to the fees listed on this website. The Licensing Fee is due at time of Agreement signing.

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Conditions of Revocability 

Licensor shall have the power to revoke the Licensee’s license to the Guidebooks immediately by written notice upon the occurrence of either of the following events: (a) actual or reasonably anticipated breach of any material obligation of the Licensee under this Agreement or (b) infringement of Licensor’s copyright by the Licensee or other third party as a direct result of the Licensee’s actions.  A license revoked under this Section shall not obligate the Licensor to return any monies received to license the Guidebooks and Licensor retains all rights at law and in equity to pursue further claims against Licensee for damages.    

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Term of Agreement

This Agreement shall commence on the date of acceptance and shall continue until terminated by the Licensee upon thirty (30) days written notice to Licensor.

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Representations by Licensor 

Licensor represents that Licensor has a valid and enforceable copyright in the Guidebooks and that no other contractual relationships or other restrictions exist on the Licensor’s ability to license the Guidebooks for use by Licensee. 

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Representations by Licensee 

Licensee is an EMDR therapist verified by EMDR International Association (EMDRIA) and upon request by Licensor shall submit proof that Licensee has completed the prerequisite consultation hours and provide dates of their training.

 

Use of Guidebooks

The Licensee shall use the Guidebooks only in the course of the Licensee's therapy practice and shall not use the Guidebooks for any other purpose without the prior written consent of the Licensor. Under no circumstances shall the Licensee sell, lend, sub-license or otherwise distribute copies of the Guidebooks to any third party without the prior written consent of the Licensor.

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Version Limitation on License Granted

Guidebooks are assigned a Major and Minor version number in the following format: X.Y, where “X” represents the Major Category version number and “Y” represents the Minor Category version number.  Major Category version number changes denote a major overall of the material due to changing professional standards, best practices, new research, advances in the field of practice, etc. Minor Category version number changes denote smaller incremental updates to the Workbook material to correct typos, provide further clarifications, and make other minor corrections to the source material. For example, a Version number of 1.2 represents that this is the first edition of the Guidebooks and that two rounds of minor “edits” have been made to the Guidebooks which each round advancing the Minor Category version number by “1” (e.g. 1.0, 1.1, 1.2, etc.). The license granted under this Agreement applies to the most recent Major Category number at the time of signing and all subsequent Minor Category number versions under that same Major Category number.  For purposes of illustration, a Licensor who licenses Version 1.0 of the Guidebooks shall be granted an automatic license under this Agreement under the same terms and conditions at no additional cost for versions 1.1, 1.2, etc. At a future date, if Licensor releases Version 2.0 of the Guidebooks then a new license agreement shall need to be signed at that time to use the new version. The release of a new Major version however shall not restrict the Licensee’s use of a previous Major version of the Guidebooks so long as those Guidebooks are still utilized in accordance with this Agreement.  

     

Derivative Works 

Any adaptation, translation or creation of a derivative work from the Guidebooks by Licensee shall be strictly prohibited unless approved in advance in writing by the Licensor.  Licensee shall submit any contemplated adaptation, translation or other derivative work to Licensor for approval prior to use.  If Licensor authorizes Licensee to prepare any adaptation, translation or derivative work of the Guidebooks, Licensee hereby agrees that such adaptation, translation or derivative work shall be produced as a collective work by Licensee and shall be the sole property of the Licensor, and Licensee hereby assigns all its right, title and interest therein to Licensor. Licensee shall be solely responsible for any claims arising from any third party with respect to such third party's work on such collective work. Licensee agrees to execute any documents, in recordable form, which Licensor determines are necessary to reflect ownership by Licensor of such work. 

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Attribution 

The Licensee shall include appropriate attribution to the Licensor in all uses of the Guidebooks unless an additional fee was paid at signing to “white label” the Guidebooks. “White labeled” Guidebooks shall still include a copyright attribution within the written materials on the title page but Licensee may otherwise present the Guidebooks under the name of their practice.

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No Modifications Beyond White Labeling

With the exception of the white labeling option, no modifications to the Guidebooks shall be allowed with the very limited exception of modifications to the Intake section only of QuickStart and Therapist Companion books to be specific to that Licensee’s internal business operations.  

Indemnification by Licensee.  Licensee shall indemnify and defend Licensor against any and all claims by any third party arising from the use by Licensee of the Guidebooks in Licensee’s practice. Whenever the Licensor receives a notice of a claim, Licensor shall promptly notify Licensee of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third-party, the notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Licensor shall not settle or compromise any claim by a third party for which it is entitled to indemnification without the prior written consent of the Licensee, which shall not be unreasonably withheld.

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Copies

Licensee may make copies of the Guidebooks for the purpose of using them with clients in the Licensee's therapy practice.  Reproduction of the Licensor’s copyrighted works under this Section shall not be deemed an infringement by Licensor provided that the copies are used only in accordance with this Agreement.

Charging For Use of Guidebooks by Licensee.  Licensee may charge their clients for use of client-facing Guidebooks during a therapy session or session(s). Any fees collected by the Licensee from their clients shall remain the sole property of the Licensee and Licensee shall owe no additional monies to Licensor for repeated use of the Guidebooks in the course of their practice.

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Termination Due to Breach

This Agreement may be terminated by either party upon thirty (30) days written notice if the other party breaches any material term or condition of this Agreement. Upon termination, the Licensee shall immediately cease all use of the Guidebooks and shall destroy all copies in its possession.

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Notice

When a party desire to give notice to the other, such notice must be in writing, sent by US Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provision of the paragraph. For the present, the parties designate the following as the respective places for giving notice: 

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To the Licensor: 

Your EMDR Guide LLC,

5660 Caito Drive, Suite 126,

Indianapolis, IN 46226

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Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. 

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Choice of Forum

Licensor and Licensee irrevocably and unconditionally shall not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of the State of Indiana sitting in Marion County, and any appellate court from thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and shall bring any such action only in Marion County (IN). A final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.