Spectravision Bionetics

SOFTWARE LICENSE AGREEMENT


This Agreement is made between (the "Licensee") located at   and Transformational Technologies, Inc (the "Licensor") with a principal place of business at 245 Rosman Hwy, Brevard, NC 28712. This Software License Agreement (“Agreement”) is for the purpose of licensing the SpectraVision® Bionetic software for use with the SpectraVision® Insight 2.0 device. 
 
1. DEFINITIONS.
 
(a) "Software" means the computer program required to operate the SpectraVision® Insight 2.0 device. This software is downloaded and installed onto a designated computer purchased through Licensor. Currently, the software is v3.8 which for the purposes of this Agreement will be the version.
 
(b) "Install" means placing the software on a designated computer.
 
(c) "Use" means (i) executing or loading the software and running the software on a designated computer which is connected to the SpectraVision® Insight 2.0 device.
 
2. GRANT OF RIGHTS. Licensor hereby grants to Licensee a nonexclusive license to install and use the software on a designated computer connected to one SpectraVision® Insight 2.0 device.
 
3. LICENSE TERM. This License is effective when executed by both parties and will last for a term of one (1) year. Each year the software will be required to be renewed.
 
4. LICENSE FEE. Licensee agrees to pay Licensor the following license fees: $395.00 a year. The first-year license fee is included in the purchase of the SpectraVision® Insight 2.0 device.
 
5. VERSION. This License is for version 3.8 of the SpectraVision® Insight 2.0 device software. All future versions will require an upgrade fee unless it is an upgrade for the purposes of resolving a software bug.
 
6. SOFTWARE DEFECTS. During the period of this license, all patches to resolve software bugs will be provided at no additional charge to the Licensee.
 
7. TERMINATION. Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.
 
8. IN GOOD STANDING. Licensor shall have the right to immediately terminate this License if the Licensee fails to remain In Good Standing with the Licensor. In Good Standing means that the Licensee has (1) taken all of the required training classes through Energetic Wellness School of Naturopathy (online or in Edmond, OK) and (2) finishes all required courses and is awarded certification, or (3) uses the device and software as trained to do to do so.
 
9. TERMINATION FOR VIOLATION OF USAGE REQUIREMENTS. Licensor shall have the right to immediately terminate this License if Licensee fails to use the device or the software as designed. The standards for operating the device and using the software is attached to this agreement in Exhibit A. At NO TIME may a Licensee use this license to make any medical claims in the course of the health counseling with the usage of this Software. Any use that constitutes medical advice, diagnosis, or treatment will result in the immediate termination of the License.
 
10. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION. Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision. Licensee cannot sell the software, nor is the software transferable to another end user.
 
11. TITLE TO SOFTWARE. Licensor retains title to and ownership of the Software and all enhancements, modifications, and updates of the Software.
 
12. MODIFICATIONS AND ENHANCEMENTS. Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.
 
13. WARRANTY LIMITATIONS. LICENSOR WARRANTS THAT THE SOFTWARE WILL FUNCTION IN SUBSTANTIAL ACCORDANCE WITH THE DESCRIPTION AND SPECIFICATIONS SET FORTH IN ATTACHED SCHEDULE A. THE WARRANTY GRANTED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
 
14. REMEDY LIMITATIONS. Licensor's entire liability and Licensee’s sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:
- return to Licensee the license fee for the period in which the Software did not perform according to this warranty, or
- repair the defects or replace the Software.
 
15. DAMAGE LIMITATIONS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE AS COMPENSATION FOR THE SOFTWARE DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.
 
16. CONFIDENTIALITY. Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.
 
17. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Transylvania County, North Carolina. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
 
18. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which it may be entitled.
 
19. GENERAL PROVISIONS
(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations, and documentation relating to the subject matter of this Agreement.
 
(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule, or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.
 
(c) Applicable law: This License will be governed by the laws of the State of North Carolina.
 
(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:
- When delivered personally to the recipient's address as appearing in the introductory paragraph to this License;
- Three days after being deposited in the United States mail, postage prepaid to the recipient's address as appearing in the introductory paragraph to this License: or
- When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
 
Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.
 
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
 
20. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.
 
21. SIGNATURES. This License shall be signed by Scott Johnson, SV Technology VP, on behalf of Transformational Technologies, Inc and by .
​
The License shall be effective once both parties have signed.
 

EXHIBIT A

Rules & Requirements for Usage

The proper interpretation and use of the Bionetic Software:
Although the software does use common Western medical terms, it is simply a means to avoid confusion and allows correctness in the discovery and explanation of the Bionetics scan results as outlined in Course 1 – Section: Ethics, Legalities and Scope of Practice outlined in your Bionetic Naturopathic Counselor program.
​
Please read Ethics, Legalities and Scope of Practice attached here:
https://drive.google.com/file/d/1WtWVORvtbjBYrHcdAAJzgbHSuRywK7Av/view?usp=sharing​
​
The science of Bionetics is researching philosophy, and further study is recommended for all users. No medical claims are made; it is an educational tool to promote the natural laws of wellness and understanding of Human Design. Proper application of this knowledge allows for greater health and better health choices.
 
Using the software otherwise (in a Western medical sense) is strictly prohibited. All users are expected to become fully aware of the natural biological overlay and apply it clinically, as it is taught in the Energetic Wellness School of Naturopathy course study. This software agreement license yearly. Misuse is considered malicious and can result in loss of software licensure.
​
Clarification:
The Western Medical Terms of symptoms and conditions within the Bionetics point of view and based on the design of the hardware/software, is merely an interpreted stress analysis, and the Western Medical terminology is to be strictly interpreted and applied under the laws of natural healing and balancing stress response as outlined in your course work – see Ethics, Legalities and Scope of Practice.
 
​Note to Medical Doctors:
If you are a Licensed Medical Doctor, the SpectraVision technology and software are not to be used as a diagnostic tool or as a means to preventative illness. Further approved diagnostic tests are required to determine any present disease or medical condition under you medical licensure.

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Signed by Scott Johnson
Signed On: October 10, 2024


Signature Certificate
Document name: SOFTWARE LICENSE AGREEMENT
lock iconUnique Document ID: 1450de290e5eb2e1c16eb6bec274074349cbea6e
Timestamp Audit
October 9, 2024 4:42 pm ESTSOFTWARE LICENSE AGREEMENT Uploaded by Scott Johnson - sjohnson@thenewhuman.com IP 68.12.44.191
October 9, 2024 4:56 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 4:56 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 4:56 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:13 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:13 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:13 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:17 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:17 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:17 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:23 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:23 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:23 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:40 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:40 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 9, 2024 5:40 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 45.22.82.184
October 10, 2024 12:32 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:32 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:32 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:36 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:36 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:36 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:39 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:39 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:39 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:45 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:45 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:45 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:52 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:52 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:52 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:53 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:53 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:53 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:54 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:54 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 12:54 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 1:57 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 1:57 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 1:57 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 1:57 pm ESTIsaac Switzer - iswitzer@thenewhuman.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 1:57 pm ESTMichele Menzel - mmenzel@energeticwellnessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
October 10, 2024 1:57 pm ESTLauren Scales - lscales@energeticwellessok.com added by Scott Johnson - sjohnson@thenewhuman.com as a CC'd Recipient Ip: 68.12.44.191
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