This Agreement is a legally binding contract between Nave Strategies LLC ("Licensor," "we," or "us") and the organization or individual that accesses or uses the Audience Growth Online Toolkit ("Licensee," "you," or "your"). By accessing or using any part of the Toolkit, you accept all terms of this Agreement. If you do not agree, do not access or use the Toolkit.

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1.   LICENSE GRANT

1.1   Scope.  Subject to this Agreement, Licensor grants Licensee a non‑exclusive, non‑transferable, revocable license to use the Audience Growth Online Toolkit—including associated SharePoint site templates, Power Automate flows, Power Apps, and documentation—solely for Licensee’s internal operations in connection with audience‑development activities.

1.2   Users.  The license is limited to Licensee’s employees, agents, and volunteers who are directly involved in Licensee’s marketing or development work (each an "Authorized User"). Licensee must ensure that all Authorized Users comply with this Agreement.

1.3   Restrictions.  Licensee shall not (a) sell, sublicense, distribute, or publicly display the Toolkit; (b) reverse‑engineer, decompile, or disassemble any component; (c) use the Toolkit or any data therein to train machine‑learning or AI models; (d) remove proprietary notices; or (e) conduct penetration or security testing without Licensor’s prior written consent.

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2.   OWNERSHIP AND INTELLECTUAL PROPERTY

2.1   Toolkit.  The Toolkit and all related intellectual‑property rights are and remain the exclusive property of Licensor. No rights are granted except as expressly stated.

2.2   Marks.  "Audience Growth Online Toolkit" and all associated logos and service marks are trademarks of Licensor. Licensee may not use Licensor’s marks without prior written permission.

2.3   Client Data.  Licensee retains all ownership rights in content and data uploaded by Licensee or its Authorized Users ("Client Data").

2.4   Feedback.  Licensee grants Licensor a perpetual, royalty‑free right to use and incorporate into the Toolkit any suggestions or feedback provided by Licensee, without obligation.

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3.   FEES  The Toolkit is provided at no monetary charge. No fees, invoices, or payment obligations arise under this Agreement.

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4.   UPDATES  Because the Toolkit is delivered through Microsoft 365 cloud services, updates may be deployed automatically at Licensor’s discretion. Continued use after an update constitutes acceptance of the updated Toolkit.

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5.   DATA SECURITY AND PRIVACY

5.1   Hosting.  Client Data is stored in Microsoft U.S. data centers within Licensor’s Microsoft 365 tenant.

5.2   Security Safeguards.  Licensor leverages Microsoft 365 default encryption, authentication, and access‑control features. Licensee is responsible for (a) enforcing multifactor authentication, (b) configuring permissions on Client Data, and (c) maintaining the security of its accounts.

5.3   Prohibited Data.  Licensee shall not store payment‑card data, personal health information, or other highly regulated data categories in the Toolkit unless Licensee independently ensures full compliance with applicable laws.

5.4   Incident Response.  (a) Licensor‑Side Breach. If Licensor confirms a breach of Client Data that is not attributable solely to Licensee’s misuse or misconfiguration, Licensor shall notify Licensee without undue delay and, in any event, within 72 hours of confirmation. If Microsoft notifies Licensor of a security incident, Licensor shall forward such notice to Licensee within 24 hours of receipt, together with any supplementary information known to Licensor. (b) Licensee‑Side Breach. Security incidents confined to Licensee’s accounts, content, or tenant configuration are Licensee’s responsibility, including any notifications to affected individuals or regulators. (c) Co‑operation. Each party will reasonably assist the other with investigation, mitigation, and any required communications related to a security incident.

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6.   PERMITTED AND PROHIBITED USES

6.1   Permitted Uses. Licensee may use the Toolkit solely for planning, executing, and analyzing audience‑development and marketing initiatives for Licensee’s own organization.

6.2   Prohibited Uses. Without limiting Section 1.3, Licensee shall not: (i) use the Toolkit to perform services for third parties; (ii) use the Toolkit in a manner that violates any law or infringes any third‑party right; or (iii) upload malicious code or content.

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7.   THIRD‑PARTY SERVICES

7.1   Microsoft Terms. The Toolkit depends on Microsoft SharePoint, Power Automate, Power Apps, and related Microsoft Online Services. Licensee must comply with Microsoft’s applicable terms, including the Microsoft Online Services Data‑Protection Addendum ("Microsoft DPA").

7.2   Other Components. If the Toolkit incorporates third‑party components under separate licenses, Licensor will identify them in an appendix or in‑product notice. Licensee’s use is subject to those licenses.

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8.   DISCLAIMER OF WARRANTIES  THE TOOLKIT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. LICENSOR DOES NOT GUARANTEE RESULTS, ERROR‑FREE OPERATION, OR UNINTERRUPTED ACCESS.

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9.   LIMITATION OF LIABILITY  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR REVENUE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TOOLKIT, EVEN IF ADVISED OF THE POSSIBILITY. LICENSOR’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF (i) ONE HUNDRED U.S. DOLLARS (US $100) OR (ii) THE AMOUNTS, IF ANY, PAID BY LICENSEE TO LICENSOR FOR THE TOOLKIT.

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10.   TERM AND TERMINATION

10.1   Term. This Agreement is effective on the date Licensee first accesses the Toolkit and continues until terminated.

10.2   Termination by Licensor. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any term or engages in misuse of the Toolkit.

10.3   Termination by Licensee. Licensee may terminate at any time by ceasing all use of the Toolkit and deleting any local copies of Toolkit materials.

10.4   Effect of Termination. Upon termination, Licensee’s access will cease. Licensee will have 30 calendar days to export Client Data, after which Licensor may permanently delete it.

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11.   GOVERNING LAW AND VENUE  This Agreement is governed by the laws of the State of Tennessee, U.S.A., without regard to conflict‑of‑law principles. The state or federal courts located in Davidson County, Tennessee, shall have exclusive jurisdiction to resolve any dispute arising under this Agreement, and the parties irrevocably submit to such jurisdiction.

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12.   EXPORT COMPLIANCE  Licensee represents that it is not located in, under the control of, or a national or resident of any country or person subject to U.S. trade sanctions or export restrictions. Licensee agrees to comply with all applicable export‑control laws.

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13.   AMENDMENTS  Licensor may modify this Agreement by posting a revised version and notifying Licensee via email or in‑product notice. Continued use of the Toolkit after the effective date of a modification constitutes acceptance of the modified Agreement.

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14.   MISCELLANEOUS

14.1   Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Toolkit and supersedes all prior or contemporaneous agreements or understandings.

14.2   Assignment. Licensee may not assign or transfer this Agreement without Licensor’s prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

14.3   Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force.

14.4   No Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement of that provision or any other.

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Last updated: June 7, 2025