Summary of Polarity Partnerships, LLC Licensing & Sourcing Policies
Polarity Partnerships, LLC licenses individuals and organizations to use the Polarity Map®, principles, PACT™ process, the Polarity Assessment™, the 5-Step S.M.A.L.L.™ process and additional tools and resources commercially. We realize the term “licensing” means different things to different people and seek to clarify what “licensing” means to Polarity Partnerships. Our guidelines and underlying purpose associated with our licensing policies are described below:
Polarity Map® is a registered trademark of Barry Johnson & Polarity Partnerships, LLC. Commercial use encouraged with permission.
Sharing of Polarity IP
We seek to minimize the effort and complexity of our licensees and Strategic Partners sharing of the Polarity Map®, principles and associated tools, processes & resources. We simply ask that when sharing elements of the Polarity System™ with your clients, students and/or customers that Licensees and Strategic Partners:
Polarity Map® is a registered trademark of Barry Johnson & Polarity Partnerships, LLC. Commercial use encouraged with permission.
Strategic Partnerships: It is our intention to build Strategic Partnerships with individuals and organizations to increase the scope, scale, and sustainability of our mutual missions and margins. Some of our Partnership principles and practices include:
Detailed Terms and Conditions of Use
Proprietary Marks, Indicia, and Polarity System
Use of the tools and content found on this site constitute your agreement to the following gterms and conditions:
I. The Polarity System
Polarity Partnerships, LLC (Licensor) has developed a unique and successful suite of processes, principles, and tools for communities, organizations, teams, and individuals to assist in leveraging key Polarities to become more innovative, agile, profitable, and competitive. These tools, principles, and processes include:
(collectively known as the “Polarity System”).
Licensor is in the business of training, consulting, certifying, and licensing businesses, organizations, consultants, coaches, trainers, and other professional advisors in the Polarity System so that Licensor might offer part or all of the Polarity System to its customers and clients.
As part of the Polarity System, Licensor provides certain services to its Licensees, including consulting, training, coaching, and other services related to the efficient and successful use of the Polarity System in order to develop and maintain high standards of quality.
To assist Licensees to build their capacity to deliver the Polarity System, Licensor makes available to all Licensees both initial and continuing information, experience, advice, guidance, and know-how with respect to the Polarity System.
II. Proprietary Marks and Indicia
Licensor and the Polarity System are operated in connection with and through the use of various trademarks, trade names, and service marks, as set forth in the Recitals above and referred to in this Agreement as “Proprietary Marks.” Licensor’s Proprietary Marks include, but are not limited to, those registered with the United States Patent Office.
Licensor and the Polarity System are also operated in connection with certain designs for signs, logos, and copyrighted materials, referred to in this Agreement as “Indicia.” Licensor’s Indicia include, but are not limited to, those registered with the United States Copyright Office.
III. Goodwill
Licensor has expended large sums of money as well as effort over a period of many years in developing and improving the Polarity System and in advertising, promoting, and publicizing the Polarity System’s Proprietary Marks and Indicia and the Licensor’s guaranties, all of which have become well and favorably known to the public throughout the United States, and Licensor has acquired valuable goodwill in connection with the License. The public has come to associate the Proprietary Marks and Indicia with the Polarity System and the products and services offered, sold, installed, and rendered by Licensor.
IV. Licensee’s Acknowledgments
Licensee has had the opportunity to investigate the Polarity System and the competitive market in which it operates and, based on the conclusions drawn from this investigation, desires to use the Polarity System and its Proprietary Marks and Indicia; have the right to engage in the business of offering to the public Polarity Partnerships’ Polarity System including its products and services; issue and honor the Licensor’s guaranties in connection with its products and services; and to derive benefit from the Licensor’s information, experience, advice, guidance, know-how, and customer goodwill.
Licensee acknowledges that Licensee’s operation is dependent on each of the licensees in the Polarity System to establish and maintain the goodwill necessary for a successful operation of the Polarity System. Licensee further acknowledges that it is essential to maintain the high standards that the public has come to expect of Licensee, to the preservation of the integrity of the Licensor’s Proprietary Marks, Indicia, and goodwill, and to the value of the Licensor’s guaranties.
THEREFORE, in accordance with the above, Licensor and Licensee do hereby agree as follows:
Subject to the terms and conditions contained in this License Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, the right and license:
(a) to use, in connection with the operations of Licensee’s business, the Polarity System and its Proprietary Marks and Indicia;
(b) to perform those services listed in this Agreement; and
(c) to issue and honor the guaranties extended by Licensor on those trademarked products and authorized services listed in this Agreement or such guaranties as may be extended by Licensor from time to time in the future.
The term of this License Agreement, Warranties and Indemnification, and the right, license, and license granted in this License Agreement will commence upon the Licensee using the tools and content contained in the Polarity System, and may renew annually in accordance with Section 8.01 below.
Licensee will pay, concurrently with the execution of this Agreement, to Licensor its annual fee as set forth in this Agreement.
Licensee’s license and rights to use the Polarity System is non-exclusive and its use of the Polarity System is limited as set forth in this Agreement.
Licensee agrees not to interfere in any manner with or attempt to prohibit the use of the Polarity System or Proprietary Marks and Indicia by any other Licensee of Licensor in any area.
The designation of Licensee’s address and its authorized area does not grant exclusivity of marketing territory or clientele.
Licensee acknowledges the validity of the Proprietary Marks identified above and acknowledges that they are the sole property of Licensor. Licensee may use these Proprietary Marks only so long as the right and license granted in this Agreement remains in force and only for the purposes specified in this Agreement. Licensee may not, either during or after the term of this Agreement, do anything, or aid or assist any other party to do anything, that would infringe on, harm, or contest the rights of Licensor in any of its Proprietary Marks or in any other mark or name that incorporates the word “Polarity.” Without express written permission of Licensor, Licensee may not remove, obscure, or modify any copyright, trademark, or other ownership or proprietary rights notices included with the Proprietary Marks. The Proprietary Marks shall bear, at all times, the copyright and other ownership or proprietary rights notices of Licensor.
Licensee may endeavor to innovate with the Polarity System or any of Licensor’s Proprietary Marks or Indicia only with an express agreement between the Licensor and the Licensee as to ownership or agreed upon distribution of revenues generated in the commercialization of any derivative products.
In addition to any assistance that Licensor may have rendered to Licensee relating to the Polarity System, Licensor agrees that it will perform the following continuing services for the benefit of Licensee:
(a) Licensor agrees to make available to Licensee from time to time all improvements and additions to the System, to the same extent and in the same manner as they are made available to Licensor’s licensees generally; and
(b) Licensor agrees to counsel and assist Licensee on a continuing basis and will make available to Licensee the benefits of Licensor’s information, experience, advice, guidance, and know-how in that connection.
Nothing in this Agreement will be deemed to prohibit Licensee from engaging in any advertising or promotion of Licensee’s business. However, this advertising or promotion will be at the sole cost of Licensee, without deduction or credit against royalties or other amounts owed by Licensee to Licensor.
Licensee is solely responsible for all loss or damage arising out of or relating to the operation of Licensee’s business or arising out of the acts or omissions of Licensee or any of Licensee’s agents, servants, or contractors in connection with the sale of Licensee's products or rendering of services by Licensee, and for all claims for damage to property or for injury or death of any persons directly or indirectly resulting therefrom.
Licensor is solely responsible for all loss or damage arising out of or relating to the operation of Licensor's business; the acts or omissions of Licensor or any of Licensor's agents, servants, owners, employees, volunteers, licensees, or contractors; Licensor's products, services, assessments, or data; violation of this Agreement; claims for damage to property or for injury or death; destruction, security breaches, unauthorized access to, tampering with, or loss of assessments and data.
Each party (Indemnifying Party), at its own expense, shall defend, indemnify, and hold harmless the other Party and its directors, officers, members, agents, employees, or contractors (Indemnitee Party) from any third-party action or suit for which, and to the extent that, the Indemnifying Party is responsible hereunder by virtue of its acts or omissions or those of its directors, officers, members, agents, employees, or contractors, and shall reimburse the Indemnitee Party for reasonable attorneys' fees, interest, costs of suit, and other expenses incurred. Each Party shall notify the other promptly of any claim for which the other is responsible hereunder, and shall cooperate with the other in every reasonable way to facilitate the defense of such claim.
This Agreement does not in any way create the relationship of principal and agent between Licensor and Licensee, and in no circumstances will Licensee be considered an agent of Licensor. Licensee may not act or attempt to act, or represent itself directly or by implication, as an agent of Licensor or in any manner assume or create or attempt to assume or create any obligation on behalf of or in the name of Licensor. Licensee may not act or represent itself as an affiliate of any other authorized Licensee of Licensor.
Licensee will at all times comply with all lawful and reasonable policies, regulations, and procedures promulgated or prescribed from time to time by Licensor in connection with Licensee’s use of Proprietary Marks and Indicia, including but not limited to standards, techniques, and procedures in rendering services, advertising, and promotional techniques, and maintenance and appearance of Proprietary Marks and Indicia. Licensor will give current policies, regulations, and procedures to Licensee after this Agreement is signed and whenever these documents are revised.
Neither Licensor nor Licensee will make or allow any assignment of this Agreement or of any rights or interest in this Agreement.
Neither Party may assign this Agreement without the prior written consent
of the other Party (including its third-party licensors if applicable).
Either party may terminate this Agreement for any reason by giving the other party written notice. The terms of the Agreement will remain in full force and effect during this notice period.
Licensee defaults if these events occur, and Licensor may terminate the Agreement as follows:
(a) In the event either party fails to make any payment of money owed to the other party when due, and the default is not cured within 30 calendar days after the non-defaulting party gives written notice of the default to the defaulting party , then the non-defaulting party may terminate this Agreement at any time thereafter by giving written notice of termination to the defaulting party ; or
(b) In the event either party fails to perform any obligation imposed by this Agreement, other than those referred to in subsection (a) of this section, and the default is not cured within 30 calendar days after the non-defaulting party gives written notice of the default to the defaulting party , then the non-defaulting party may terminate this Agreement at any time thereafter by giving written notice of the termination to the defaulting party . However, if the default is of such a nature that it is not capable of being totally cured with reasonable diligence within the 30-calendar-day period, then this Agreement may not be terminated by the non-defaulting party if the defaulting party has begun, immediately on receipt of the notice, to exercise reasonable diligence to cure the default, the defaulting party continues to be diligently engaged in curing the default on the expiration of the 30-calendar-day period, and the curing is completed as soon after the expiration of the 30-calendar-day period as is reasonably practicable.
If a dispute arises over this Agreement, the Strategic Partnership Agreement, the Warranties and Indemnification, or circumstances or notice of default in Section 7.02, then either party may give notice of mediation to the other party, which obligates both parties to participate in mediation before submitting the dispute to arbitration. The Parties will mutually select the mediator, and the mediation will be held in Sacramento, California. Each party will pay half of the mediation costs and its own expenses. Both parties will diligently and in good faith participate in the mediation process. Unless required by law, neither the parties nor the mediator may disclose the existence, content, or results of the dispute and any resolution without the prior written consent of both parties. If the parties cannot reach resolution after diligent participation in the mediation process, then the dispute will be submitted to arbitration in accordance with the rules and procedures for commercial arbitration of the American Arbitration Association or any successor organization, and in accordance with and subject to all the provisions of the Uniform Arbitration Act as in force in the State of California. The place of arbitration will be Sacramento, California. The costs of arbitration (not including attorneys’ fees) will be borne as provided in the Uniform Arbitration Act.
The right of either party to terminate this Agreement pursuant to this Article, whether or not exercised, is not exclusive of any other remedies given either party by this Agreement, or by law on account of any default by Licensee under this Agreement.
This Agreement terminates immediately on the occurrence of any of the following events, without the necessity of notice of any kind by Licensor or Licensee:
(a) Either party has been subject to an order for relief in bankruptcy, or the filing of any petition by or against either party, under the federal bankruptcy laws or the laws of any state or territory relating to relief of debtors, for reorganization, arrangement, or other similar relief, unless the petition filed is dismissed within 30 calendar days;
(b) The making by Licensee of a general assignment for the benefit of creditors;
(c) The appointment of any receiver, trustee, sequestrate, or similar officer to take charge of Licensee’s business, or any attachment, execution, levy, seizure, or appropriation by any legal process of Licensee’s interest in this Agreement, unless the appointment of the officer is vacated or discharged, or the effect of that legal process is otherwise released within 30 days; or
(d) If Licensee is a corporation, partnership, or other business association, the occurrence of any act of a type described in subsection (a) or (c) above that relates to, involves, or affects the interest of any person owning a controlling interest in Licensee.
It is agreed that in the event of any such breach or default, in addition to all other remedies provided elsewhere in this Agreement or by law, Licensor and Licensee will be entitled to relief in equity (including a temporary restraining order, temporary or preliminary injunction, and permanent mandatory or prohibitory injunction) to restrain the continuation of any breach or default, or to compel compliance with the provisions of this Agreement.
On termination of this Agreement for any reason, Licensee will cease to be an authorized Licensee as to any products or services, and Licensee and all persons directly or indirectly owning any interest in Licensee or in any way associated with or related to Licensee will:
(a) promptly cause Licensee to pay Licensor all sums owed without set-off or other diminution on account of unliquidated claims;
(b) immediately and permanently discontinue the use of any of Licensor’s Proprietary Marks or Indicia or the System, or any materials that may in any way indicate or tend to indicate that Licensee is an authorized Licensee of Licensor or is associated with Licensor; and
(c) Refrain from doing anything tending to indicate that Licensee is an authorized Licensee of Licensor or is in any was associated with Licensor.
Licensee is granted an option each year to extend this Agreement for a successive one-year period. The Licensee may exercise this option by paying the renewal fee before the expiration date, which will cause the license to be renewed for an additional one year.
Licensee may not exercise the renewal option referred to in Section 8.01 above unless all amounts to be paid by Licensee to Licensor are currently paid, and no default under this Agreement exists uncured five calendar days after the Licensee has received written notice of any overdue amounts.
On any effective assignment of Licensee’s interest in this Agreement, any and all references to “Licensee”, unless the context otherwise requires, will refer to the assignee.
Section headings are for convenience of reference only. They are not construed as part of this Agreement and do not limit or define the meaning of any provision in this Agreement.
In the event either party is required to employ legal counsel or to incur other expense to enforce any obligation under this Agreement, or to defend against any claim, demand, action, or proceeding by reason of the other party's failure to perform any obligation imposed by this Agreement, and provided that legal action is filed by or against one party and the action or its settlement establishes the other party's default, then the party incurring the expense will be entitled to recover from the other party the amount of all reasonable attorneys’ fees and all other costs and expenses incurred in enforcing the obligation or in defending against that claim, demand, action, or proceeding, whether incurred before, in preparation for, or in contemplation of the filing of an action or thereafter. Nothing contained in this section relates to arbitration proceedings pursuant to this Agreement.
All rights and remedies conferred on either party by this Agreement and by law are cumulative, and neither the exercise nor the failure to exercise any right or remedy precludes the exercise of any other right or remedy.
Non-enforcement of this Agreement won't be construed as a waiver of any part of the Agreement. No provision in this Agreement is waived unless the waiver is in writing and signed by the person against whom the waiver is claimed.
If any provision of this Agreement is found to be invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, that provision will be deemed modified to the extent necessary to render the same valid, as not applicable to the given circumstances, or to be excised from this Agreement, as the situation may require. This Agreement will be construed and enforced as if that provision had been included in this Agreement as so modified in scope or application or had not been included in this Agreement. It is the stated intention of the parties that had they known of any invalidity or unenforceability at the time of entering into this Agreement, they would have nevertheless contracted on the terms contained in this Agreement, either excluding those provisions, or including those provisions only to the maximum scope and application permitted by law. If the total or partial invalidity or unenforceability of any provision of this Agreement exists only with respect to the laws of a particular jurisdiction, this section operates on that provision only to the extent that the laws of that jurisdiction are applicable to that provision.
Any notice or demand given or made pursuant to the terms of this Agreement must be served in the following manner:
(a) If given to Licensor, notices and demands must be sent by mail, postage fully prepaid, addressed to:
Polarity Partnerships, LLC
733 35th Street
Sacramento, CA 95816
or at the changed address or addresses as Licensor may designate AND emailed to:
Leslie@PolarityPartnerships.com
(b) If given to Licensee, notices and demands must be sent by mail, postage fully prepaid, addressed to Licensee at the address of Licensee’s business as shown in Section 2.01 or to the changed address(es) that Licensee may designate AND emailed to tracy@missinglogic.com.
(c) Notices and demands will be deemed to have been given or made, and deemed effective, on receipt, or ten calendar days after mailing, or the date that the email is posted to an inbox, whichever is later
This Agreement is binding on and inures to the benefit of the parties (including the parties whose signatures follow those of Licensor and Licensee) and their respective heirs, executors, administrators, personal representatives, successors, and assigns.
The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties under this agreement, shall be construed pursuant to and in accordance with the laws of the state of California.