This is the AtKisson Accelerator Lite License Agreement (“Agreement”), between AtKisson, Inc., a Washington corporation (“AtKisson”), and the purchaser of the license to the AtKisson Accelerator Lite (”Licensee”). By clicking the link and downloading, accessing or using the AtKisson Accelerator Lite as described below, Licensee confirms the information about Licensee in the “Recitals” section below and agrees to the following Terms and Conditions.

RECITALS

A. AtKisson has developed a training, planning, and consulting support program for sustainable development issues, including training curricula, lesson plans, graphic and presentation materials, planning frameworks, planning instructions, handbooks, assessment frameworks, indicator frameworks, templates and documents for project management, and related materials, as described in the attached Exhibit A (together, the “AtKisson Accelerator” or “Accelerator”). AtKisson has also developed a simplified version of the materials associated with this program for non-commercial educational and not-for-profit activity, as described in the attached Exhibit B (together, the “AtKisson Accelerator Lite” or “Accelerator Lite”).

B. Licensee is an individual practitioner providing a variety of sustainability-related educational programs and activities (the “Activities”).

C. Licensee desires to use the AtKisson Accelerator Lite in connection with its Activities, and AtKisson desires to license the AtKisson Accelerator Lite to Licensee, on the terms and conditions set forth in this Agreement.

TERMS AND CONDITIONS

1. License. Subject to the terms and conditions of this Agreement, AtKisson grants to Licensee a non-exclusive, non-transferable individual license (the “License”) solely to use the AtKisson Accelerator Lite in its Activities. Licensee shall not, without the prior written consent of AtKisson, or as described elsewhere in this Agreement, assign, sublicense, convey, hypothecate or otherwise transfer the License or any of the rights granted to Licensee pursuant to this Agreement.

2. Payment Terms. Licensee shall pay a fee for the License in accordance with the electronic invoice or request or payment provided by or on behalf of AtKisson. The term of the License will not begin, and Licensee will have no right to access or use the AtKisson Accelerator Lite, until AtKisson has received payment in full for the License. [NOTE: This fee may, on occasion, be included in the cost of a workshop or training program provided by AtKisson or its Accredited Affiliates.]

3. Term. The term of the License shall commence upon the later of (i) Licensee’s acceptance of this Agreement, or (ii) the date of purchase, and will continue indefinitely, unless the License is terminated as described in paragraph 9 below.

4. Use of AtKisson Accelerator Lite. Licensee may use the Accelerator Lite materials solely in its educational and not-for-profit Activities. Licensee may not use the AtKisson name, trademark, and marketing materials in connection with activities authorized by this Agreement, except by separate written agreement with AtKisson. Licensee may not sublicense other entities to use the AtKisson Accelerator Lite, except by separate written agreement with AtKisson.

5. Version. The terms and conditions of this Agreement apply to Accelerator Lite Version 2.9L and to any upgrades in the Accelerator Lite Version 2 series. Access to upgrades numbered Version 3.0 and above may be subject to a separate and additional licensing agreement and fee.

6. Ownership. Except for the grant of the License, all rights to the AtKisson Accelerator Lite (including the computer files and documents) and any improvements and derivative products shall belong to AtKisson or its suppliers and are protected by copyright laws and international agreements. Licensee shall disclose to AtKisson any improvements to or derivatives of the AtKisson Accelerator Lite, whether patentable or non-patentable and whether copyrightable or non-copyrightable. AtKisson shall have the right to incorporate any such improvements or derivatives into the AtKisson Accelerator Lite.

7. Copying. Licensee may print copies of documents and presentation materials solely for use within its Activities, as authorized by this Agreement. Licensee may not otherwise copy, publish, or distribute the AtKisson Accelerator Lite.

8. Limited Warranties. AtKisson warrants that it has full power and authority to grant the rights granted by this Agreement to Licensee with respect to the AtKisson Accelerator Lite without the consent of any other person; and that neither the performance of the services by AtKisson nor the license to, and use by, Licensee of the AtKisson Accelerator Lite will in any way constitute an infringement or other violation of any United States copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, or other rights of any third party. Except as specifically provided in this Agreement, AtKisson disclaims with respect to the AtKisson Accelerator Lite all express and implied warranties, including any implied warranties of merchantability, title or fitness for a particular purpose.

9. Remedies. If a third-party claim causes Licensee’s use of the AtKisson Accelerator Lite as provided in this Agreement to be seriously endangered or disrupted, AtKisson shall (i) replace the AtKisson Accelerator Lite or the affected portion thereof, without additional charge, with a compatible, functionally equivalent, and non-infringing product; (ii) modify the AtKisson Accelerator Lite to avoid the infringement; (iii) obtain a license for Licensee to continue to use the AtKisson Accelerator Lite for the License Period, and pay for any additional fee required for such license; or (iv) if none of the foregoing alternatives are available after AtKisson has made its best efforts to achieve a reasonable resolution, return the license fee and cancel the License. In the event of any defect in the computer data files, AtKisson shall, at its expense, use its best efforts to promptly correct such defect or provide a compatible, functionally-equivalent product. If it is unable to correct such defect or to provide a compatible, functionally-equivalent product, AtKisson’s sole liability, and Licensee’s exclusive remedy, shall be return of the license fee and the cancellation of the License. To the maximum extent permitted by applicable law, in no event shall AtKisson or its suppliers be liable for any indirect, incidental or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or any other pecuniary loss), arising out of the use of or inability to use the AtKisson Accelerator Lite.

10. Termination upon Default. AtKisson reserves the right, in its sole discretion, to terminate the License if it believes the Licensee is using the AtKisson Accelerator Lite improperly; if the Licensee is using the AtKisson Accelerator Lite in ways not authorized by this Agreement; or if the Licensee fails to comply with the terms of the Agreement. If Licensee should fail to cure any default in the performance of any of its obligations under this Agreement within ten days after written notice of default to Licensee by AtKisson, then AtKisson, at its option, may by written notice to Licensee terminate the License effective upon delivery of such notice. Licensee will after termination cease to use the AtKisson Accelerator Lite in the Activities and shall destroy all copies of the AtKisson Accelerator Lite and related materials. AtKisson’s right to terminate in such event shall be in addition to, and not in limitation of, any other remedies it may have for breach of this Agreement.

11. Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or transmitted by facsimile or on receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made.

12. No Liability to Clients. AtKisson shall have no liability to any student or client of Licensee for any claim, damages or loss arising out of or resulting from the AtKisson Accelerator Lite or Licensee’s use thereof. Licensee shall indemnify, defend and hold harmless AtKisson from and against any such claim, damages or loss.

13. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous written or oral agreements and understandings. This Agreement may not be amended, modified or terminated unless in a written instrument executed by the party or parties sought to be bound.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington in the United States of America, without regard to any rules governing conflicts of laws.

15. Dispute Resolution. In the event of any dispute regarding the interpretation or enforcement of this Agreement, the parties agree to first attempt to resolve the dispute themselves through dialogue and, if necessary, with the help of an independent mediator. In the event that mediation does not resolve the dispute, the parties agree to resolution through binding arbitration, using the services of a qualified arbitrator agreed to by both parties. Any arbitration will take place in Seattle, Washington. The prevailing party in any dispute will be entitled to recover its reasonable attorneys’ fees and costs.

EXHIBIT A
Description of AtKisson Accelerator

For the purposes of this Agreement, the AtKisson Accelerator consists of the following tools and methods developed by AtKisson, Inc.:

• Compass of Sustainability indicator, indexing, assessment, and stakeholder management system (“Compass”)
• Building the Pyramid Training Program and Pyramid Planning Process (“Pyramid”)
• Compass Assessment for Companies and Investors
• Innovation Diffusion Game, aka Amoeba Game, or “Amoeba”
• StrateSphere strategic planning system
• The VISIS Method
• Other presentation materials and templates provided by AtKisson
• Other components that are added to AtKisson Accelerator Lite while this License remains in effect

EXHIBIT B
Description of AtKisson Accelerator Lite

For the purposes of this Agreement, the AtKisson Accelerator Lite consists of the following tools and methods and associated documents and presentation materials developed by AtKisson, Inc.:

• The Compass of Sustainability
• Compass Lite
• Pyramid Lite
• Amoeba Lite
• Other presentation materials and templates provided by AtKisson
• Other components that are added to AtKisson Accelerator Lite while this License remains in effect