Roadmap 3.0 Master License Agreement
(Non-Transferable & Non-Exclusive License with Right to Terminate)
Effective Date: The date you accept this Agreement electronically (recorded via tally.so).
This Agreement (“Agreement”) is entered into by and between:
Changing Courses 11 LLC (“Licensor”), a Tennessee limited liability company with principal office at 2194 Spring Hill Circle, Spring Hill, TN 37174
You, the Licensee (“Licensee,” “you”), who affirms being at least 18 years old, legally competent, and of sound mind to enter into this Agreement
1. No Lock-In; Termination Rights
This License Agreement does not create any exclusive or irrevocable obligation on either party. Each party retains the right to terminate this Agreement in accordance with the termination procedures outlined in Section 5 (Termination).
Until the effective date of termination:
All terms of this Agreement, including payment obligations, disclaimers, limitations of liability, and indemnification provisions, shall remain in full force and effect.
Any use of the licensed materials must comply fully with the terms of this Agreement.
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Plain English Summary:
You’re not locked into this agreement forever—either side can end it under the rules in Section 5. Until then, all the rules still apply.
2. Background and Intent
Licensor is the sole owner of proprietary training content known as “Roadmap Rebellion” (the “Work”).
Licensee desires, and Licensor agrees to grant, a non-exclusive, non-transferable, and revocable license to resell the Work, subject to the terms and conditions set forth in this Agreement.
As consideration for the license:
Licensee shall pay a one-time, non-refundable activation fee of $99.
Licensee acknowledges and agrees that:
This Agreement governs the rights and responsibilities of licensed resellers.
Licensee must review and comply with all terms herein relating to their reseller status.
Licensor reserves the right to modify or update the license terms upon 14 days’ advance written notice.
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Plain English Summary:
You pay $99 once to become a licensed reseller of “Roadmap Rebellion.” You agree to follow all the rules in this license, and we can update those rules with 14 days’ notice.
3. License Grant
Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, and revocable license to market and resell the Work solely in its original, unmodified form.
No sublicensing, assignment, distribution, or transfer of this license is permitted without prior written consentfrom Licensor.
This license does not confer any rights of ownership in the Work or any rights to create derivative content based on the Work.
This license expressly overrides any resale or redistribution restrictions contained in Licensor’s general Terms and Conditions, but only with respect to the Work and only while Licensee remains in full compliance with the terms of this Agreement.
3.1 Unauthorized Derivative Works
Licensee is strictly prohibited from creating, marketing, or distributing any derivative work based on, inspired by, incorporating, or materially similar to the Work, without prior written approval from Licensor.
If Licensee develops or distributes any such derivative work without authorization, Licensor reserves the right, at its sole discretion, to:
(a) Demand immediate cessation of all related activities;
(b) Require payment of an upfront licensing fee, a per-sale royalty, or other compensation deemed appropriate by Licensor; and/or
(c) Pursue legal remedies, including injunctive relief and damages.
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Plain English Summary:
You can resell the original “Roadmap Rebellion” product, but you can’t change it or make your own version. If you create something similar without permission, we can shut it down, charge you, or take legal action.
3.2 Scope of Rights and Platform Use
Licensee may utilize any legally permitted third-party marketing, e-commerce, or payment processing systems to promote and sell the Work, provided that:
The tools and platforms used must be accessed and operated in compliance with all applicable laws and the terms of those services.
All customer purchases must be linked to and follow the official post-sale enrollment process designated by Licensor, which connects each customer to the Roadmap Rebellion program through Changing Courses 11’s internal systems.
Licensee agrees to:
Accurately and clearly represent the product, program features, pricing, services, and user expectations in all sales materials and communications.
Not make unauthorized guarantees, representations, or claims on behalf of Licensor.
Adhere to all marketing and pricing standards outlined in this License Agreement.
Licensor reserves the right, at its sole discretion, to deny program access or revoke support for any customers acquired through channels or methods that violate these terms. Violations include but are not limited to:
Use of non-compliant payment or enrollment processes;
Misrepresenting the product or making unauthorized promises;
Offering unapproved discounts or altering pricing without consent.
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Plain English Summary:
You can use any legal marketing and payment tools, but your customers must go through our approved post-purchase process to access the program. If you break the rules—like misrepresenting the product or messing with pricing—we can block access and cut support.
3.3 Licensee Acknowledgment of Risk and Compliance
Licensee understands that participating in this program through Licensor’s integrated third-party payment infrastructure (e.g., Stripe, PayPal) comes with significant compliance obligations and shared reputational risk.
To protect the program, its users, and Licensor’s ongoing partnerships, Licensor may audit or monitor Licensee activity at any time, including:
Unusual, high-risk, or fraudulent transaction patterns
Marketing content or sales claims that mislead or misrepresent the Work
Chargeback spikes, refund abuse, or unauthorized use of buyer data
Any conduct that conflicts with platform terms or harms Licensor’s business reputation
Licensee further agrees that:
They are responsible for understanding and complying with all relevant rules—including those set by Licensor, third-party processors, and applicable law.
Violations, whether intentional or due to negligence, may result in immediate license suspension or revocation—without prior notice—and loss of access to all reseller tools, customer onboarding systems, and related benefits.
Licensor is under no obligation to reinstate access or privileges following any such violation.
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Plain English Summary:
Using our payment and sales systems comes with serious responsibility. If your actions—intentionally or not—put our platform, partners, or reputation at risk, we can revoke your license and access immediately, no warning required.
3.4 Payment Processor Compliance
Licensee agrees to comply with all applicable terms, policies, and legal agreements of any authorized payment processing platforms used in connection with the resale of the Work, including but not limited to Stripe, PayPal, Square, and any additional providers designated by Licensor.
Licensee is strictly prohibited from engaging in any marketing or sales practices that could violate these platforms’ compliance standards, including:
Misrepresenting the nature, features, or benefits of the Work
Offering false or unverified guarantees of success or results
Promoting the Work as an investment vehicle or income-generating opportunity
Using language associated with passive income, “get rich quick” schemes, or multi-level marketing (MLM) models
Conducting sales practices likely to increase chargebacks, disputes, or risk flags
Violation of any of these standards constitutes grounds for immediate license termination, without prior notice, and may result in permanent loss of access to Licensor systems and customer enrollment channels.
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Plain English Summary:
You must follow the rules of any payment processor you use. Don’t make false claims, pitch this as a way to get rich, or do anything shady. If you do, your license can be revoked immediately.
3.5 Reimbursement and Legal Process Cooperation
Licensee understands and agrees that Licensor may be held financially or reputationally responsible for issues arising from Licensee’s use of approved sales systems and platforms.
Accordingly, Licensee is:
Financially responsible for any costs, fees, penalties, or damages that result directly from their conduct, including but not limited to chargebacks, payment processor fines, or third-party claims
Required to reimburse Licensor for any such documented losses, including reasonable attorney’s fees or legal expenses incurred in managing or resolving related issues
Expected to fully cooperate with Licensor in any related internal investigation, third-party platform inquiry, or legal matter—including timely communication, access to relevant materials, and good-faith participation in the resolution process
These responsibilities apply whether the conduct in question was intentional, negligent, or due to a failure to adhere to the terms of this License.
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Plain English Summary:
If something you do causes problems—like chargebacks or legal issues—you’re responsible for the cost. You’ll also need to help us sort things out as part of that process.
Please read and understand before moving onto Sections 4 and 5:
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⚠️ Risk Disclosure
Licensee understands and accepts that purchasing a digital license is not a business guarantee. Licensee is solely responsible for their results, reputation, customer satisfaction, and financial performance. Licensor does not offer income guarantees, customer acquisition assistance, or refunds related to lack of performance or misunderstanding of the business model.
4. Fees and Payment Structure
Activation Fee: Licensee must pay a one-time, non-refundable fee of $99 to activate this License. This payment is required before any rights under this Agreement take effect.
Payment Processing Costs: All third-party payment platform fees (e.g., Stripe, PayPal, Square) are the Licensee’s responsibility.
Payment Method Requirements: Licensee may use any legal and trackable payment method they are authorized to use. This means:
The payment platform must allow the Licensee to operate legally under its terms;
It must generate a record of each sale that can be verified by Licensor upon request.
4.1 Enforceability and Program Access
The Activation Fee serves as legal consideration that activates and enforces this License Agreement.
Sales must be tied to systems that provide clear, auditable transaction records to protect both parties and ensure fair access to the Roadmap Rebellion program.
Licensor reserves the right to withhold access or revoke license benefits if sales are conducted using unapproved, unverifiable, or non-compliant systems.
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Plain English Summary:
You pay $99 to activate your license. You’re free to use any legal and trackable way to collect payments—but we need to be able to confirm those sales if there’s ever a question.
4.2 Noncompliance, Refusal, and Enforcement Rights
To maintain the integrity of this licensing program, Licensor must be able to verify Licensee’s compliance with all payment and sales requirements described in this Agreement.
If Licensee:
Fails to use a legal, authorized, and trackable payment method;
Refuses or delays in providing requested transaction data or records;
Attempts to obscure, misreport, or otherwise interfere with verification of sales or payments;
Engages in any conduct designed to avoid compliance with these terms—
Then Licensor reserves the right to take any and all enforcement actions deemed appropriate and necessary, including but not limited to:
Immediate suspension or termination of Licensee’s rights under this Agreement;
Denial or revocation of access to the Roadmap Rebellion program for both Licensee and their customers;
Freezing or removal of access to support systems, marketing tools, or training materials;
Voidance of any customer enrollments made through non-compliant channels;
Legal action to recover damages, enforce injunctive relief, or obtain reimbursement for losses caused by Licensee’s actions or omissions.
Licensor may take these actions with or without prior notice, depending on the urgency and nature of the violation.
Licensee further agrees that ongoing access to the program, resale privileges, and any associated benefits are strictly conditioned on continued good-faith compliance with all obligations under this Agreement.
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Plain English Summary:
We expect honesty and cooperation. If you refuse to follow the rules, hide your sales, or play games with payment systems—we can suspend your license, block your customers, cut off your access, and take legal action if needed.
5. Term and Termination
5.1 Term
This Agreement takes effect upon Licensee’s acceptance and remains in force until terminated pursuant to this Section. All rights granted are conditional, revocable, and subject to strict compliance with this Agreement.
5.2 Termination Without Cause
Either party may terminate this Agreement without cause by providing fifteen (15) days' written notice. All terms remain fully enforceable during the notice period.
5.3 Immediate Termination for Cause
Licensor may terminate this Agreement immediately and without notice if, in Licensor’s sole judgment, Licensee:
Breaches any provision of this Agreement;
Violates any law, platform policy, or regulatory guideline related to the sale or marketing of the Work;
Engages in false advertising, deceptive practices, or makes unauthorized representations;
Damages or threatens the integrity of Licensor’s brand, processor accounts, legal position, or customer trust;
Refuses to adopt mandatory compliance updates or enforcement actions;
Attempts to circumvent the license structure, hide sales, or manipulate terms to avoid obligations.
Licensor’s decision to terminate for cause is final, non-negotiable, and not subject to appeal unless explicitly provided in Section 5.5.
5.4 Consequences of Termination
Upon termination—regardless of reason—Licensee shall:
Immediately cease all marketing, sales, and distribution of the Work in any form;
Permanently delete and destroy all digital or physical copies of the Work and any assets provided under this License;
Forfeit all license rights and access privileges without refund or compensation;
Remain fully liable for all outstanding fees, damages, and contractual obligations;
Acknowledge Licensor’s right to pursue legal or equitable remedies for any harm caused before or after termination.
No part of this Agreement shall be construed to waive Licensor’s enforcement rights in the event of breach, misconduct, or evasion.
5.5 Optional Appeal Process
In the event of termination, Licensee may submit a written request for reconsideration outlining the facts and circumstances they believe warrant review. Licensor is not obligated to reverse or reinstate any license but may, at its sole discretion, evaluate the request and determine whether limited reinstatement or a modified resolution is appropriate.
Appeal requests must be submitted within five (5) business days of the termination date and must include:
A clear explanation of the issue or violation in question;
Supporting documentation, if available;
A proposed corrective action plan, if applicable.
Licensor’s decision following any such review is final and binding.
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Plain English Summary:
This license stays active unless someone ends it. If you break the rules, we can shut it down immediately—no refunds, and you’re still responsible for what you owe. You can request an appeal, but it’s up to us whether we review or reinstate anything.
5.6 Survivability
The termination or expiration of this Agreement shall not affect provisions which, by their nature, are intended to survive. This includes, but is not limited to: indemnification, intellectual property ownership, confidentiality, dispute resolution, audit rights, and legal remedies.
These provisions shall remain in effect and enforceable notwithstanding the termination of this License.
6. License Restrictions
Licensee agrees to strictly adhere to the following limitations. All rights granted under this Agreement are conditional and may be immediately revoked if any of the following actions occur:
Licensee shall not, under any circumstances:
Modify, edit, alter, rebrand, or repackage the Work or any part thereof;
Republish, redistribute, or resell the Work outside the scope of this License or through unauthorized channels;
Misrepresent, exaggerate, or falsify any aspect of the Work, including features, pricing, benefits, or outcomes;
Offer guarantees, income claims, or investment-like promises without written approval from Licensor;
Use the Work in connection with prohibited, misleading, or unethical marketing practices;
Disclose, copy, reverse-engineer, or distribute any part of the Work to third parties not authorized under this Agreement;
Bypass or manipulate any approval, compliance, or reporting systems established by Licensor;
Violate any applicable law, regulation, or platform policy, including those applicable in their own jurisdiction;
Act as an agent, legal representative, or employee of Licensor, or represent themselves as such.
International Licensees are solely responsible for complying with all local laws and regulations governing digital sales, taxation, advertising, and consumer rights in their jurisdiction.
Violation of these restrictions constitutes a material breach and may result in immediate termination, legal enforcement, and full forfeiture of license rights.
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Plain English Summary:
These are the non-negotiables. Don’t mess with the product, lie about it, act like you represent us, or break your local laws. If you do, we’ll shut you down fast and come after you if needed.
6.1 No Employment, Agency, or Partnership
Nothing in this Agreement shall be construed to create any form of employment, joint venture, agency, franchise, or partnership relationship between Licensor and Licensee. Licensee acts solely as an independent reseller.
Licensee shall have no authority to bind, represent, or obligate Licensor in any manner. This License does not create any entitlement to wages, benefits, commissions, employment protections, or fiduciary duties.
7. Platform Access and Oversight
7.1 Access to the Work
Licensor provides access to the Roadmap Rebellion program—including all community features, support materials, and user content—exclusively through the platform Skool or another platform designated by Licensor.
Licensee's customers will only be granted access after completion of the approved onboarding process, which must include:
Use of a legal, trackable, and compliant payment processor authorized for commercial use by the Licensee;
Submission of customer details as required by Licensor’s onboarding flow;
Confirmation that the transaction meets all terms of this License Agreement.
Licensor reserves the right to withhold or deny access to any customer whose purchase does not meet these conditions.
7.2 Oversight and Verification
To maintain program integrity and ensure consistency across all reseller activity:
Licensor may review, audit, or monitor Licensee’s sales processes, checkout flows, or marketing assets at any time;
Licensee must, upon request, provide reasonable evidence of compliance, including but not limited to:
Screenshots of landing pages or checkouts,
Sales receipts or processor logs,
Copies of customer-facing terms, policies, or representations
Failure to cooperate with a compliance request may result in suspension of access, pending resolution.
7.2-A Audit Rights
To protect the integrity of the program and ensure compliance with this License, Licensor reserves the right to audit Licensee’s activities at any time. This includes the right to request documentation, communications, sales receipts, platform access, customer disclosures, or any other materials relevant to Licensee’s promotion or resale of the Work.
Licensee agrees to provide such materials within five (5) business days of receiving a written request. Failure to cooperate may result in license suspension, denial of customer access, or termination.
7.3 Platform Responsibility
Licensee is fully responsible for:
All fees, liabilities, or disputes related to the payment processors or platforms they choose to use;
Ensuring their systems remain legally compliant, auditable, and aligned with this License.
Licensor bears no responsibility for Licensee’s third-party payment relationships or any associated failures, disputes, or penalties.
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Plain English Summary:
We host the program on Skool. Your customers get in only if they buy the right way. We can ask to see how you’re selling it, and you’re fully responsible for the tools and processors you choose. Play fair and everyone wins.
8. Disclaimers and Indemnity
8.1 No Guarantees or Promises
The Work and all related materials, content, and support are provided “as is,” without warranty of any kind, express or implied. Licensor makes no guarantees or representations regarding:
Financial earnings or income potential;
Business outcomes or results;
Market performance, platform access, or user experience.
All outcomes depend on factors beyond Licensor’s control, including Licensee’s conduct, customer behavior, and third-party platform policies.
8.2 Licensee Responsibility and Indemnity
Licensee agrees to assume full responsibility for:
Their sales activity, marketing practices, and communications with customers;
Compliance with all applicable laws, regulations, and platform requirements in their jurisdiction;
Any claims, losses, damages, disputes, chargebacks, or legal issues arising from their use or resale of the Work.
Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates from any third-party claims, liabilities, or costs (including reasonable legal fees) resulting from:
Licensee’s breach of this Agreement;
Any advertising, statements, or representations made by Licensee;
Use of unapproved sales methods, tools, or content.
8.3 Limitation of Liability
To the fullest extent permitted by law, Licensor’s total cumulative liability for any claim, dispute, or cause of action related to this Agreement shall not exceed the total amount of fees paid by Licensee to Licensor in the six (6) months immediately preceding the event giving rise to the claim.
Licensor shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of data, or loss of goodwill.
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Plain English Summary:
We don’t promise success or income—that’s on you. If something goes wrong because of how you sell or promote, you’re responsible for the fallout. If you ever try to sue us, the most we might owe you is what you’ve paid us in the last six months.
9. Governing Law, Dispute Resolution, and Legal Protections
9.1 Governing Law and Jurisdiction
This Agreement shall be governed exclusively by the laws of the State of Tennessee, without regard to conflict-of-law principles. All disputes, claims, or proceedings related to this Agreement shall be brought and maintained in Williamson County, Tennessee, which shall serve as the sole and exclusive venue.
Licensor reserves global enforcement rights, including in jurisdictions outside the United States. Licensee agrees that this clause is reasonable, binding, and enforceable in any applicable court or arbitration forum.
9.2 Dispute Resolution Process
In the event of any dispute arising under or in connection with this Agreement, the parties agree to the following escalation process:
Good-faith negotiation between the parties for a minimum of ten (10) business days;
If unresolved, submission to mediation in Tennessee, using a mutually agreed mediator or one appointed by the American Arbitration Association (AAA);
If still unresolved, the matter may be submitted to final and binding arbitration under the rules of AAA or JAMS, at Licensor’s election.
Class actions, mass claims, and group arbitrations are expressly prohibited.
Each party waives the right to participate in any class, consolidated, or representative action or proceeding.
9.3 Legal Fees and Liquidated Damages
In any claim, action, or arbitration arising from this Agreement:
The prevailing party shall be entitled to recover all reasonable attorneys’ fees, legal costs, and expenses, in addition to any awarded damages.
For any material violation of this Agreement, including unauthorized resale, false advertising, or misrepresentation, Licensee agrees to pay liquidated damages equal to three (3) times the Activation Fee per violation.
This liquidated damages clause is intended to reflect a reasonable estimate of harm and does not waive Licensor’s right to pursue additional equitable or injunctive relief where appropriate.
9.4 International Enforcement and Consent to Jurisdiction
This Agreement is enforceable globally. Licensee consents to the jurisdiction and enforceability of this Agreement in any legal forum worldwide, and waives any defense related to foreign jurisdiction, sovereignty, or enforcement conflict.
This includes the right of Licensor to enforce judgments, collect damages, and seek relief in any country where Licensee resides, operates, or conducts business activity related to the Work.
9.5 Licensee Responsibility for Marketing, Claims, and Compliance
Licensee is solely responsible for:
All marketing content, advertising language, and customer-facing claims;
Full compliance with all FTC rules, consumer protection laws, and advertising standards;
Handling all customer support, refund requests, and communications related to their own sales;
Complying with the terms, rules, and conditions of any third-party payment processor or platform they use.
Licensor shall not be liable for any representations, omissions, or claims made by Licensee in the course of promoting or selling the Work.
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Plain English Summary:
Tennessee law applies. If there’s a problem, we’ll try to work it out—first through mediation, then arbitration. We don’t allow class actions. If you break the rules, we can enforce this anywhere in the world, and you might owe us triple damages. You're responsible for your customers, your ads, and following the law.
9.6 Unauthorized Guarantees and Cost Recovery
Licensee understands and agrees that Changing Courses 11 LLC and its partners will not uphold, honor, or be bound by any guarantees, promises, or representations made by Licensee to customers beyond what is explicitly permitted by this Agreement or the program materials provided.
If a customer, acting on a Licensee’s unauthorized claim or promise, contacts Changing Courses 11 LLC with demands, threats, refund requests, or disputes, and Licensor must engage with or support that customer as a result:
Licensor reserves the right to invoice Licensee for time spent managing the issue, billed at a rate of $125 per 15-minute increment;
Invoiced time includes all communication, documentation, administrative follow-up, and resolution efforts outside the normal scope of support;
Payment is due within seven (7) calendar days of invoice delivery via email or certified mail.
Refusal to pay or delay in payment shall constitute a material breach of this Agreement and may result in license suspension, legal enforcement, or collections proceedings.
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Plain English Summary:
If you make promises we didn’t authorize, and your customer comes to us angry or demanding help, we’ll bill you for the time we spend fixing it—at $125 per 15 minutes. Pay within 7 days or face the consequences.
10. Amendments and Notices
10.1 Right to Amend
Licensor reserves the right to modify, amend, or update any part of this License Agreement at any time, for any reason, and without prior approval from Licensee.
All updates will be effective upon publication or written distribution, unless otherwise specified.
10.2 Binding Effect of Continued Use
Licensee’s continued participation, promotion, access, or use of any rights granted under this Agreement constitutes full and binding acceptance of the most current version, regardless of whether Licensee has reviewed the changes.
It is Licensee’s sole responsibility to monitor for updates and remain informed of all current terms. Ignorance of changes shall not excuse noncompliance.
10.3 Delivery of Notices
Official notices may be delivered by:
Email to the Licensee’s last known email address on record;
Certified mail or commercial courier to Licensee’s known physical address.
All notices will be considered effective upon dispatch, regardless of receipt status.
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Plain English Summary:
We can update this agreement whenever we need to. If you keep using your license, you’re agreeing to the updated terms—whether you read them or not. It’s on you to stay informed.
11. Intellectual Property Rights
Licensor retains all rights, title, and interest in and to the Work, including but not limited to:
All written content, scripts, training materials, lesson plans, and documents;
Videos, presentations, slide decks, worksheets, and instructional assets;
Branding elements, product names, visual designs, logos, and trade dress;
Frameworks, methodologies, workflows, systems, and proprietary strategies;
Any supplemental materials or tools developed by or for Licensor;
Any derivative works, improvements, or adaptations, unless explicitly authorized.
Licensee is granted only a limited, non-exclusive, non-transferable, and revocable license to resell the Work in accordance with this Agreement. No ownership rights are transferred or implied.
Licensee shall not:
Claim ownership, authorship, or exclusive rights over any part of the Work;
Register or attempt to register any trademark, content, or brand elements owned by Licensor;
Use Licensor’s name, branding, or likeness outside the bounds of this Agreement;
Create or sell derivative works without Licensor’s prior written approval.
Any unauthorized use or infringement of Licensor’s intellectual property shall constitute a material breach and may result in immediate termination of the license and legal action, including injunctive relief and damages.
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Plain English Summary:
We own everything in this program—ideas, branding, materials, the works. You get a license to sell it, but nothing beyond that. Try to claim it or copy it, and we’ll shut it down fast.
Intellectual Property Ownership – CONTENT WITH TONY, LLC
All content, training materials, video footage, written assets, frameworks, branding elements, or intellectual property created or provided by CONTENT WITH TONY, LLC ("Tony's Content") in connection with the Roadmap program or any related offerings shall remain the sole and exclusive property of CONTENT WITH TONY, LLC.
Licensor (Changing Courses 11 LLC) and all Licensees acknowledge and agree that:
No ownership rights to Tony's Content are transferred under this License.
Tony's Content is licensed on a conditional, revocable basis, and its availability is at the discretion of CONTENT WITH TONY, LLC.
CONTENT WITH TONY, LLC reserves the right to revoke, remove, or request removal of any or all of Tony's Content at any time, without prior notice or justification.
Upon written request by CONTENT WITH TONY, LLC to remove or discontinue use of his content:
Changing Courses 11 LLC and all Licensees shall immediately cease use, promotion, distribution, hosting, or resale of the specified materials.
Failure to comply within five (5) business days may result in license revocation, suspension, or legal enforcement.
This clause survives the termination or expiration of the license and applies to all copies, derivatives, or adaptations of Tony's Content included in the program.
All parties agree to respect and uphold the intellectual property rights of CONTENT WITH TONY, LLC in full, without dilution, redistribution, or misrepresentation.
12. Entire Agreement
This Agreement constitutes the entire and exclusive agreement between Licensor (Changing Courses 11) and Licensee regarding the subject matter herein. It supersedes all prior agreements, communications, negotiations, or representations—whether written, oral, digital, or implied.
Licensee expressly agrees and acknowledges that:
No verbal, informal, or third-party communication—including from other resellers, customers, Licensor affiliates, or community members—shall create any binding right, obligation, or expectation;
Only written communications directly from Changing Courses 11, through official channels (e.g., email, published platform updates, or legal addenda), are valid and enforceable;
No Licensor team member, coach, or support staff is authorized to modify this Agreement unless done so in writing under Section 10 (Amendments and Notices).
Licensee waives any claim, defense, or reliance on prior statements, assumptions, or perceived promises not explicitly included in this Agreement.
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Plain English Summary:
If it didn’t come from us (Changing Courses 11 LLC)—in writing—it doesn’t count. No side conversations, chatroom advice, or team member suggestions can change what’s in this agreement.
13. Confidentiality and Non-Disclosure
Licensee acknowledges that, through their relationship with Licensor, they may gain access to confidential, proprietary, or non-public information, including but not limited to:
Internal systems, strategies, documentation, training tools, or onboarding frameworks;
Business models, development plans, pricing strategies, or technical processes;
Support materials, customer insights, or unpublished updates related to the Work.
Licensee agrees to:
Treat all such information as strictly confidential;
Not copy, share, transmit, or disclose such information to any third party without Licensor’s express written consent;
Use confidential information solely for purposes of fulfilling obligations under this License.
This confidentiality obligation:
Survives termination or expiration of this Agreement;
Applies regardless of the format in which the information was received (written, verbal, digital, visual, or recorded);
Covers both intentional and negligent disclosures.
Any unauthorized use or disclosure of Licensor’s confidential information constitutes a material breach and may result in immediate termination and legal action, including injunctive relief and monetary damages.
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Plain English Summary:
If we give you access to behind-the-scenes stuff, you can’t share it. It’s confidential—don’t leak it, repurpose it, or send it to anyone else. If you do, we’ll shut you down and take legal action.
14. Acceptance and Binding Agreement
By submitting payment for the Activation Fee, accessing program materials, reselling the Work, or otherwise participating under the terms of this License, Licensee confirms that they have read, understood, and agreed to be legally bound by this Agreement in its entirety.
Licensee agrees that:
This Agreement shall be enforceable as if it were physically signed;
No physical signature is required to establish enforceability;
Any digital acceptance (including checkbox confirmations, form submissions, or payment completions) constitutes full legal consent to all terms herein.
This clause applies to all current and future versions of this Agreement, subject to Section 10 (Amendments and Notices).
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Plain English Summary:
By paying for or using this license, you’re agreeing to all of it—even if you didn’t sign a piece of paper. That’s legally binding.
14.1 Superseding Effect of This Agreement
This License Agreement governs all legal rights, obligations, and responsibilities between Licensee and Licensor with respect to the Roadmap Rebellion product and all related activities.
In the event of any conflict or inconsistency between:
This Agreement; and
Any other public-facing policy, FAQ, terms of service, refund policy, promotional material, or website content (including but not limited to content found at ChangingCourses11.com, ChangingCourses11.info, or any affiliate platform)—
This License Agreement shall take precedence and fully govern the relationship with Licensee.
This superseding effect applies exclusively to active Licensees and does not alter or override general terms that apply to non-licensees or site visitors.
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Plain English Summary:
If you’re a license holder, this agreement is your legal contract—and it overrides anything that might contradict it on our websites or marketing.
15. Notices and Communication
All notices or communications related to this Agreement—including updates, legal notices, termination, or enforcement—shall be delivered by:
Email to the most recent email address provided by the Licensee; or
Certified mail or commercial courier to any physical address on file for the Licensee.
Licensor may also communicate updates via:
Official program platforms or dashboards (e.g., Skool); or
Email bulletins, platform announcements, or written statements issued through Changing Courses 11’s official channels.
All notices shall be deemed effective:
Upon sending (if by email), regardless of receipt status; or
Upon delivery confirmation (if by certified mail or courier).
Licensee is solely responsible for keeping their contact information current and accurate. Licensor is not liable for any delay or failure in notice due to outdated or inaccurate Licensee contact records.
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Plain English Summary:
We’ll send official notices by email or mail—and it counts whether you open it or not. Keep your contact info updated or you’ll miss important stuff.
16. Code of Conduct and Brand Alignment
Licensee agrees to abide by the Changing Courses 11 Code of Conduct, available at https://changingcourses11.info/code-of-conduct, as a condition of this License.
This policy outlines the standards of professionalism, communication, and conduct expected of all resellers, participants, and community members. It covers, without limitation:
Ethical marketing and public communications;
Respectful engagement with customers, peers, and Licensor;
Alignment with Changing Courses 11’s brand values and reputation.
Compliance with the Code of Conduct is mandatory, and any violation—whether direct or indirect—may result in suspension or termination of this License at Licensor’s sole discretion.
Licensee acknowledges that:
The Code of Conduct may be updated by Licensor from time to time;
Continued participation constitutes agreement to the most current version;
Licensor’s determination of a violation is final and binding.
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Plain English Summary:
You agree to follow our Code of Conduct. It’s posted online and may change—so stay aligned or we may pull your license.
Appendix A: Licensed Assets and Limitations
As of the Effective Date of this Agreement, the following resources (the “Licensed Assets”) are provided to Licensee for the sole purpose of reselling the Work in accordance with this License Agreement:
A.1 Included Resources
Access to the Roadmap Rebellion program via the Skool platform for Licensee's qualified customers;
Marketing guidance, including suggested language, talking points, and compliance dos and don’ts, for use in legally and ethically promoting the Work;
Program overview materials to aid in accurately presenting the Work to prospective customers;
Onboarding workflow access tied to Changing Courses 11’s internal enrollment and tracking systems;
Up to three (3) live coaching calls per calendar month, conducted by Changing Courses 11 team members, offered at no additional cost to Licensee.
Note: Coaching calls are provided as a complimentary resource and are not guaranteed. Licensor may cancel, reschedule, or omit sessions based on availability, family or personal obligations, or other operational considerations. No credits, refunds, or entitlements shall result from missed or unavailable calls.
A.2 Excluded Resources
The following items are not provided and shall not be expected:
Copy/paste sales templates, pre-written emails, or automated funnels;
Guarantees of marketing performance, earnings, or outcomes;
Any asset or access not explicitly listed above or approved in writing by Licensor.
A.3 Trademark Notice
Changing Courses 11™, Roadmap Rebellion™, and all related names, logos, taglines, and brand assets are trademarks of Changing Courses 11 LLC. Unauthorized use of these trademarks—including unlicensed branding, impersonation, misrepresentation, or the creation of derivative brand elements—is strictly prohibited and constitutes a violation of federal trademark law.
Licensee may only use Changing Courses 11 branding as specifically permitted by this Agreement and may not modify, recreate, or apply the trademarks in any manner inconsistent with Licensor’s brand integrity standards.
Licensor reserves all rights to enforce trademark protections under applicable U.S. and international law.
A.4 Modification Rights
Licensor reserves the right to update, replace, or revoke access to any Licensed Asset listed in this Appendix at any time, without prior notice, in order to maintain program quality, legal compliance, or strategic alignment.
No rights, privileges, or entitlements shall be inferred beyond what is explicitly granted herein.
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Plain English Summary:
You get specific tools to help you resell our program, but you don’t get everything—and you can’t make up your own brand using our name or logos. Our trademarks are protected.
Appendix B: Marketing, Pricing, and Operational Expectations
This Appendix outlines the rules, responsibilities, and standards Licensee agrees to uphold when promoting and reselling the Work. These requirements are material to this Agreement and noncompliance may result in termination or legal action.
B.1 Marketing Expectations
Licensee is expected to:
Promote the Work honestly, clearly, and in good faith;
Use only approved messaging, disclaimers, and positioning language consistent with Licensor’s brand;
Avoid high-pressure tactics or misrepresentations about product outcomes;
Stay current with the Marketing Guidance and Compliance Rules provided by Licensor.
Prohibited Marketing Practices ("No No’s"):
Licensee shall not:
Make income, lifestyle, or “get rich” claims;
Present the Work as a business opportunity, investment, or guaranteed result;
Offer unauthorized discounts, bonuses, or altered versions of the Work;
Use deceptive funnels, bait-and-switch tactics, or multi-level-marketing positioning;
Impersonate Changing Courses 11 or suggest endorsement beyond what’s granted in this License.
B.2 Pricing Guidelines
The Minimum Resale Price (MRP) for the Work is $399 USD, unless a different price is explicitly authorized in writing by Licensor.
This MRP is enforced under the Colgate Doctrine (U.S. antitrust law), which permits licensors to set minimum resale conditions as a requirement for participation.
Licensee is free to charge more, but may not advertise or sell for less than the MRP unless explicitly approved by Licensor.
Any violation of pricing policy may result in:
License suspension or revocation;
Denial of program access to affected customers;
Legal action to enforce resale terms.
B.3 Taxes, Fees, and Third-Party Tools
Licensee is solely responsible for:
Collecting, reporting, and remitting any sales tax, VAT, or other taxes applicable in their jurisdiction;
Covering all fees associated with their chosen payment processor, business platform, or delivery tools;
Purchasing or subscribing to any additional tools or platforms needed to conduct their business (e.g., CRMs, ad managers, course platforms).
Licensor is not responsible for any costs, contracts, or liabilities Licensee enters into for their own operations.
B.4 Refund Policy Expectations
Licensee is expected to offer a minimum 7-day refund policy to their customers, aligned with best practices in digital product sales;
Licensee must notify Licensor immediately of any refund request, chargeback, dispute, or customer dissatisfaction relating to the Work;
Licensee is solely responsible for processing and honoring their own customer refunds.
Failure to comply with refund expectations or failure to notify Licensor may result in license review or termination.
B.5 Customer Purchase Fulfillment Process
To protect the integrity of the Work, ensure legal compliance, and maintain enrollment quality, Licensee must follow the official fulfillment protocol after each sale:
Step-by-Step Process:
Customer completes purchase using a legal, authorized, and trackable payment processor registered to the Licensee.
Licensee provides their customer with the URL to Licensor’s official intake form, hosted on Tally.so.
Customer must complete the intake form, providing accurate, verifiable, and matching legal information.
Licensee must also submit a copy of the customer’s purchase and identifying details using the same official form, which will be retained by Changing Courses 11 LLC for recordkeeping and compliance tracking.
Licensor will review and verify the submission:
If the customer’s information matches the Licensee-submitted data and passes internal review, Licensor will issue an invitation to join the Roadmap Rebellion Skool community.
If there are discrepancies, unverifiable information, or suspicious submissions, Licensor may decline access without obligation or liability.
Licensee Responsibilities:
Licensee must submit the intake form immediately after the sale. No customer will be enrolled without a completed and approved submission.
Licensee must clearly communicate this process to their customers during the purchase process, including:
That access is not instant;
That an intake form must be completed;
That enrollment is contingent upon approval by Changing Courses 11 LLC.
Access Timing and Delays:
If access is delayed due to submission errors, missing data, or system issues, Licensor does not guarantee immediate remedy.
In such cases, Changing Courses 11 LLC will aim to process and respond within 72 business hours from receipt of a valid, complete submission.
Accountability:
If Licensee fails to submit the customer intake form, or fails to inform the customer of this process, Licensor may decline enrollment without liability.
Licensee shall be solely responsible for any customer backlash, complaints, refund demands, or reputational harm resulting from failure to follow this process.
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Plain English Summary:
After your customer pays, you give them our intake form. You also submit their info to us for the record. We verify it, and if it checks out, we give them access to the program. If you don’t follow these steps—or tell your customers what to expect—we might reject them, and you’ll have to deal with the fallout.
B.6 Domain and Brand Use Restrictions
Licensee is strictly prohibited from registering, using, or promoting any website domain, subdomain, social handle, or URL that includes or closely resembles:
Roadmap, Roadmap Rebellion, Roadmap Course, or any variation thereof;
Changing Courses, ChangingCourses11, or any spelling or visual equivalent;
Any name, phrase, or domain intended to mimic, spoof, impersonate, or compete with Changing Courses 11 LLC or its products.
This includes the use of lookalike domains, hyphenated variants, “.co”, “.info”, “.org” versions, or similarly structured digital assets designed to appear associated with the Work or Licensor.
Violations will be treated as unauthorized brand appropriation and trademark infringement, and may result in immediate termination of the License and legal action.
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Plain English Summary:
Market honestly. Follow our pricing. Use your own tools. Handle your taxes and refunds. Use our fulfillment steps. And don’t use domain names or branding that look like ours—we protect our brand.
B.7 Custom Bonuses and Add-On Offers
Licensee may not create or promote custom bonuses, third-party incentives, or supplemental offers bundled with the Work that:
Misrepresent the value of the Work;
Create unrealistic expectations for customers;
Increase the risk of refund requests, chargebacks, or disputes;
Appear to be endorsed or provided by Licensor without prior written consent.
Any bonuses or promotions offered in connection with the resale of the Work must be clearly:
Labeled as Licensee-provided;
Disclosed as separate from the Work;
Consistent with all applicable marketing, refund, and compliance rules.
Failure to follow these guidelines may result in suspension or termination of this License.
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Plain English Summary:
You can offer bonuses—but don’t mislead people or suggest we’re giving more than we are. Keep it clean and transparent.