License Term

A (1): The initial term is for two years. Provided that Licensee is current in all of its obligations to Licensor as stated in this agreement, and subject to the terms and conditions stated in Section A (2), this license will be renewed for four (4) successive two (2) year terms. Notwithstanding the foregoing either Licensor or Licensee may elect to terminate this agreement at the end of any term by providing at least ninety (90) days’ notice of its intent to terminate this agreement or the provision of this notice shall result in the termination of this license agreement at the end of the current term. Notice shall be given pursuant to Section XVII Thin & Healthy Wieght Management License Agreement.

A (2):  Alternatively (but not in contravention of Licensee’s option to terminate as stated in A (1) above), Licensor, rather than provide notice of termination as stated in Section A (1) above, may condition renewal as follows: If Licensor reasonably believes that Licensee is not in compliance with all of the terms and conditions of this Agreement or in Licensor’s reasonable judgment renewal would adversely impact Licensor in its business operations, but Licensor elects to allow Licensee to cure Licensees’ non-compliance with the relevant terms and conditions of the agreement, Licensor may condition renewal on Licensee remedying any failure to adhere to the terms and conditions of the Agreement or to change its business operations in a manner that would result in no further adverse impact on Licensor’s business operations, on or before the renewal date by advising Licensee that its renewal is conditioned on the conditions and/or remedies specified in a written notice from Licensor to Licensee sent at least sixty (60) days prior to the renewal date. If in Licensor’s reasonable judgment, Licensee complies with Licensor’s conditions of renewal on or before the renewal date, then Licensee will be renewed for the next renewal period.

B. As a condition of renewal Licensor may in its sole judgment require Licensee to execute a new license agreement on the form then being used by Licensor, if any, providing however that said new licensing agreement shall not extend the total term of this agreement between the parties hereto unless otherwise agreed to in writing.

Termination of License - Cause

A. This Agreement is subject to a termination by Licensor for cause. Cause may consist of the following.

 1. Breach of Licensee’s obligation to pay licensing or other fees or payments to Licensor not later than thirty (30) days after receipt of notice of any such breach.

 2. The occurrence of any of the following events shall constitute good cause by Licensor, at its sole option and without prejudice to any other rights or remedies provided for herein or at law or in equity, to terminate this Agreement, effective immediately, without notice to Licensee.

 a. If Licensee makes a general assignment for the benefit of creditors, or if a final judgment involving a business debt remains unsatisfied and no appeal there from is taken such that, the judgment remains of record for sixty (60) days or longer (all state requirements for such an appeal having been met).

b. If execution levied against Licensee’s Business or property used in conjunction therewith and such execution is not dismissed within sixty (60) days of notice from Licensor.

 c. If Licensee is in breach of any material term of this Agreement, which breach cannot be cured within thirty (30) days after Licensor gives notice to Licensee.

 d. If Licensee is in violation of any law, ordinance, rule or regulation of any governmental agency in connection with the operation of Licensee’s Business and Licensee fails for a period of sixty (60) days after notification of non-compliance by Licensor to remedy any such violation.

 e. If Licensee causes an assignment of this Agreement or rights conveyed herein without prior written consent of Licensor.

 f. If Licensee commits any act, which might tend to materially defeat, diminish, or jeopardize Licensor’s right to the Licensed Material, including but not limited to, its copyrights, trade names, service marks or trade secrets.

 g. If Licensee engages in any conduct which in Licensor’s reasonably judgment reflects materially, unfavorably or adversely upon the operation or reputation of any other operation authorized to utilize any or all of the licensed Material whether such authority to use such marks originates from license or incidents of ownership.

 h. If Licensee or any beneficial owner of Licensee or any officer, director or manager of Licensee is charged with any felony or is convicted of any lesser criminal misconduct if relevant to the operation of the Licensee’s Business.

 i. If Licensor makes a reasonable determination that continued operation of Licensee’s Business will result in imminent danger to public health or safety.

 j. If Licensee fails or refuses to comply with Licensor’s reasonable attempts to enforce the terms and conditions of this License.

 3. In the case of any attempt by Licensor to terminate this License for any reason stated in Paragraph 2 above notice shall be given by Licensor as provided below:

a. Notice shall be given no less than thirty (30) days in advance of the date of termination specified in said Notice.

b. The notice shall reasonably identify the breach(s) or default(s) by Licensee.

 c. The Notice shall specify the manner in which the breach(s) or default(s) may be cured or remedied if in the reasonable determination of Licensor same can be remedied or cured.

d. The Agreement shall terminate if the breach(s) or default(s) is not fully remedied or cured by the termination date set forth in the Notice.

Termination of License - Obligations of Licensee

A. Upon termination of this license for any reason, Licensee (and if Licensee is a corporation, the corporation and its officers, directors, shareholders, employees and agents) shall immediately discontinue use of all of the Licensed Material and shall immediately, and at no cost to Licensor, remove signs, and materials from any owned or leased facilities utilized by Licensee for Licensee's Business or otherwise, remove Licensee's name from any advertising, telephone listings, brochures, fliers, directories or other means or communication whereby Licensee is, directly or indirectly, associated or identified with any other person or entity which is authorized pursuant to a license agreement or due to incidents of ownership to use all or any portion of Licensed Materials licensed hereunder to Licensee and Licensee shall forthwith return to Licensor, at Licensee’s expense, any property bearing the Thin & Healthy logo or any Thin & Health mark.

B. Licensee shall, upon termination, return to Licensor by traceable shipping means, all program materials, agreements, member charts, brochures, and all documentation regarding Licensed Material in Licensee's possession accumulated or maintained during the term of the Agreement.

C. Upon termination, Licensee shall not thereafter, directly or indirectly, identify itself in any manner as a Licensee of the Licensed Material or publicly identify itself as a former Licensee or use any manner whatsoever any of the Licensed Material or trade secrets or other materials including materials or marks which are designed to be similar to and could be mistaken for Licensed Material. Licensor represents that all promises, warranties and representations provided within this agreement or otherwise are true and accurate.

D. Upon termination of the License for any reason except by agreement of Licensor and Licensee which agreement specifies a termination of all obligations hereunder, Licensee will remain obligated to Licensor for all monetary obligations specified hereunder including but not limited to any unpaid licensing fees, monetary charges until the end of the license term and any and all other charges specified in this license agreement. Licensee acknowledges that in such event Licensor will be entitled to collect said sums from Licensee and all of Licensee’s owners, directors, managers and officers. The provisions of this paragraph shall survive the termination of this License Agreement.

Refunds

No refunds will be issued for Facilitator, License, or Website services after a 14 day period. Within 14 days of purchase, you must submit a written request for cancellation and refund. All sales are final.