License Agreement

SHARPe & Steady™

Organization Internal Use License Agreement

This Organization Internal Use License Agreement ("License") governs the use of SHARPe & Steady™ products and resources identified as subject to this License and provided by Johnna Sharpe LLC ("Licensor"). SHARPe & Steady™ is a product brand of Johnna Sharpe LLC.

The person or entity that completes or arranges the purchase is the "Purchaser." The organization identified in the order record or other written issuance record is the "Licensee." By completing the purchase, the Purchaser agrees to the terms applicable to the Purchaser and represents that the purchase is being made for the Licensee. By receiving, downloading, accessing, or using the Licensed Materials, the Licensee and its Authorized Users agree to this License.

1. Scope of This License

This License applies to all SHARPe & Steady™ products and resources that are identified as subject to it, including playbooks, operating systems, guides, templates, worksheets, spreadsheets, trackers, checklists, assessments, decision guides, presentations, training and webinar materials, courses, recordings, resource libraries, examples, graphics, frameworks, and supporting files.

The License applies whether the Licensed Materials are purchased, provided on a complimentary basis, included as a bonus, provided during a beta, or made available through a subscription or resource library.

This License applies regardless of the website, domain, platform, storefront, or delivery method through which the Licensed Materials are offered, purchased, provided, delivered, or accessed. The use of a separate SHARPe & Steady™ product domain or a third-party hosted storefront does not create a separate seller, owner, or licensor.

This License does not govern consulting, professional services, or custom work performed under a separate written agreement unless that agreement expressly incorporates this License.

2. Definitions

"Licensed Materials" means the SHARPe & Steady™ products and resources covered by this License, including their original text, instructions, structure, selection and arrangement, formulas, designs, graphics, templates, worksheets, supporting files, and other original content. A completed, customized, translated, reformatted, or modified version remains a Licensed Material to the extent it incorporates or is derived from the Licensed Materials.

"Purchaser" means the person or entity that completes, funds, or arranges the acquisition of the Licensed Materials. The Purchaser may be the Licensee or an individual acting for the Licensee.

"Licensee" means the single organization identified at checkout, on the order record, or in another written issuance record as the organization receiving the Organization Internal Use License.

"Authorized Users" means employees of the Licensee who need access to the Licensed Materials to perform work for the Licensee. Contractors, consultants, temporary personnel employed by another entity, and other outside service providers are not Authorized Users.

"Organization Work Product" means a record, report, policy, procedure, presentation, analysis, schedule, or other organization-specific work independently created by the Licensee that does not include, substantially reproduce, reveal, or function as a substitute for the Licensed Materials.

3. Ownership and Reservation of Rights

The Licensed Materials are licensed, not sold. All ownership rights in the Licensed Materials remain with Johnna Sharpe LLC or the applicable third-party owner.

Purchase, receipt, completion, modification, or customization of the Licensed Materials does not transfer ownership of the Licensed Materials or the intellectual property contained in them.

SHARPe & Steady™ and associated names, logos, branding, and source identifiers are proprietary to Johnna Sharpe LLC. This License does not grant permission to use that branding independently from the Licensed Materials.

All rights not expressly granted under this License are reserved by Johnna Sharpe LLC.

4. Purchaser, Payment, and Licensee Designation

The Purchaser must identify the organization that will receive the license. The organization named at checkout or in the order record is the Licensee, even when a different person provides payment.

The Purchaser may use organizational funds or personal funds. The source of payment does not determine who owns the license and does not create a personal license.

When an employee or other individual pays personally for an organization-license product, the license belongs to the organization named in the order record. The individual does not receive a separate personal-use license and may not take the Licensed Materials when the individual leaves the organization.

Unless product-specific terms expressly provide otherwise, this License is not a named-individual or personal-use license.

The Purchaser represents that the Purchaser is authorized to acquire the Licensed Materials for the Licensee and to accept this License on the Licensee’s behalf. A person who is not authorized to do so should obtain the organization’s authorization before completing the purchase.

Johnna Sharpe LLC may request clarification or correction if the organization is not identified, is identified inaccurately, or does not appear to match the intended use. Access or delivery may be delayed until the Licensee is clearly established.

5. Organization Internal Use License

Subject to the terms of this License, Johnna Sharpe LLC grants the Licensee a non-exclusive, non-transferable license to use the Licensed Materials solely for the Licensee’s own internal operations.

One license = one organization, not one user.

Departments and offices within the same legal organization are included. Separate legal entities, school systems, authorities, associations, partner organizations, affiliated organizations, and other local governments are not included unless they are expressly identified in the applicable product-specific terms or written license.

Unless product-specific terms provide otherwise, the Licensee may continue using the version of the Licensed Materials it acquired for as long as this License remains in effect. Access to subscriptions, resource libraries, hosted content, live programs, or future updates may be limited by the applicable product-specific terms.

6. Permitted Internal Uses

The Licensee may:

a.     Use the Licensed Materials throughout its own internal operations.

b.     Make reasonable working copies for Authorized Users who need the materials to perform their responsibilities.

c.     Store the Licensed Materials on the Licensee’s approved internal network, shared drive, SharePoint site, Teams environment, document management system, cloud storage, or other authorized system, provided access is limited to Authorized Users.

d.     Print, complete, populate, customize, and adapt templates, worksheets, spreadsheets, trackers, and similar resources for the Licensee’s own internal use.

e.     Use the Licensed Materials in internal meetings, internal workflows, and internal staff training.

f.      Incorporate the Licensee’s own data, analysis, decisions, and results into its internal records, reports, policies, procedures, presentations, workpapers, and other organizational documents.

g.     Create and use Organization Work Products as permitted under Section 10.

The purpose of this license is to allow the Licensee’s staff to use the materials fully and practically while keeping the underlying SHARPe & Steady™ intellectual property within the licensed organization.

7. Internal Access and Control

The Licensee is responsible for limiting access to Authorized Users and for using reasonable internal controls to prevent unauthorized access, copying, or distribution.

The Licensee may not place the Licensed Materials in a public folder, public-facing site, open link, shared repository, or other location that can be accessed by people outside the Licensee.

Platform or account credentials may be used only through the access methods provided for the applicable product and may not be shared with anyone outside the Licensee. This organization-wide license does not require Johnna Sharpe LLC or a third-party platform to issue a separate login credential to every Authorized User.

When an employee leaves the Licensee, that individual’s right to access or use the Licensed Materials ends. The individual may not take the Licensed Materials to another employer, client, business, or organization.

8. No Third-Party Access or Use

This License does not include use by auditors, consultants, contractors, attorneys, accountants, temporary personnel employed by another entity, vendors, associations, professional service providers, or any other outside party.

Except for Organization Work Products or designated external-facing outputs permitted under Section 10, or disclosure required under Section 12, the Licensee may not provide, transmit, disclose, email, upload, display, or otherwise make the Licensed Materials available to any person or entity outside the Licensee’s Authorized Users.

This restriction applies even when an outside party is performing services for the Licensee. It also applies to original, blank, completed, customized, translated, reformatted, or modified files and to excerpts, screenshots, or other reproductions that reveal a substantial portion of the Licensed Materials.

Outside access requires prior written authorization from Johnna Sharpe LLC. No outside party receives an independent license merely because the Licensee gave that party access.

9. Prohibited Redistribution and Other Uses

Unless Johnna Sharpe LLC provides prior written authorization, the Licensee may not:

a.     Sell, resell, sublicense, rent, lease, transfer, assign, give away, publish, distribute, or otherwise make the Licensed Materials available to another person or organization.

b.     Provide the Licensed Materials to another local government, school system, authority, nonprofit, business, association, consultant, or professional firm for that party’s use or benefit.

c.     Post the Licensed Materials to a public website, public file repository, association resource library, shared resource library, or any other location that permits access outside the Licensee.

d.     Use the Licensed Materials to provide consulting, training, technical assistance, professional services, or other services to another organization.

e.     Repackage, reproduce, translate, adapt, or incorporate substantial portions of the Licensed Materials into a product, program, course, publication, resource library, template collection, methodology, or service offered to others.

f.      Use the Licensed Materials to develop or improve a competing or derivative commercial product or service.

g.     Remove, alter, conceal, or obscure copyright notices, trademark notices, attribution, proprietary notices, or other ownership markings.

h.     Represent the Licensed Materials, or a substantially reproduced or modified version, as the Licensee’s or another party’s original intellectual property.

i.      Use SHARPe & Steady™ names, logos, branding, or other source identifiers except as they appear in authorized copies or designated outputs.

j.      Circumvent access controls or use the Licensed Materials for an unlawful purpose or in violation of applicable law.

Attribution or credit to Johnna Sharpe LLC does not authorize a use that is otherwise prohibited by this License.

10. Organization Data, Work Products, and Designated Outputs

The Licensee retains ownership of its own data and of Organization Work Products it independently creates.

The Licensee may use and distribute Organization Work Products in the ordinary course of its operations, including providing them to its governing body, regulators, oversight agencies, or the public, provided the work product does not include, substantially reproduce, reveal, or function as a substitute for the Licensed Materials.

Completing, populating, customizing, translating, reformatting, or modifying a Licensed Material does not convert that material into an Organization Work Product that may be shared outside the Licensee.

When the instructions for a particular product expressly identify a completed report, presentation, or other output as intended for use with a governing body, regulator, oversight agency, or the public, the Licensee may use the final output for that stated purpose. This permission does not include the blank or editable template, instructions, supporting files, or other underlying Licensed Materials.

Johnna Sharpe LLC retains ownership of the original expression embodied in the Licensed Materials, including their text, selection and arrangement, structure, formulas, designs, instructions, and proprietary frameworks as expressed in the materials.

11. Requests for Written Permission

A Licensee that wants to use the Licensed Materials in a way not expressly permitted by this License must request and receive written authorization from Johnna Sharpe LLC before the proposed use begins.

Permission granted for one organization, product, purpose, person, or period does not authorize any other use. Silence, prior informal cooperation, attribution, or failure to enforce a restriction in one instance does not constitute permission.

Requests may be submitted using the contact information provided with the applicable product.

12. Disclosure Required by Law

Nothing in this License requires the Licensee to violate applicable law, a valid subpoena, a court order, or another binding legal requirement.

If the Licensee is legally required to disclose any Licensed Materials, it may disclose only the portion required by law. To the extent legally permitted and reasonably practicable, the Licensee should promptly notify Johnna Sharpe LLC of the required disclosure and preserve all copyright, trademark, and proprietary notices included with the materials.

A disclosure required by law does not transfer ownership or grant the recipient a license or permission to reproduce, adapt, distribute, commercialize, or otherwise use the Licensed Materials beyond the rights provided by applicable law.

Nothing in this section requires the Licensee to challenge a valid legal request or incur legal expense on behalf of Johnna Sharpe LLC. Voluntary disclosure beyond what is legally required remains prohibited unless Johnna Sharpe LLC provides prior written authorization.

13. Updates, Access, and Product-Specific Terms

Unless specifically stated at purchase, this License does not automatically entitle the Licensee to future editions, updates, enhancements, additional products, replacement products, or newly developed materials.

Product-specific terms may establish a different access period, delivery method, update right, attendance limit, or other condition for a particular product. If product-specific license terms conflict with this License, the product-specific terms control for that product.

A product offered under a named-individual, team, subscription, consultant, multi-organization, or other license type is governed by the license identified for that product and not by this Organization Internal Use License unless expressly stated.

Changes to this License apply prospectively to future acquisitions unless the Licensee affirmatively accepts revised terms for materials already acquired.

14. Unauthorized Use, Suspension, and Termination

If Johnna Sharpe LLC becomes aware of a violation of this License, it may require the unauthorized use to stop and may require unauthorized copies to be deleted, returned, or otherwise removed from use, subject to applicable law.

When a violation can reasonably be corrected, Johnna Sharpe LLC may provide written notice and a reasonable opportunity to cure it. Johnna Sharpe LLC may act immediately to stop intentional redistribution, ongoing infringement, unauthorized public posting, or other conduct that creates a continuing risk of harm.

A material or repeated violation may result in suspension of access or termination of this License. Upon termination, the Licensee must stop using the Licensed Materials and remove copies in its possession or control, except for copies the Licensee is legally required to retain.

Termination does not affect Johnna Sharpe LLC’s ownership rights, restrictions that by their nature should continue, or remedies available under applicable law.

15. Assignment and Organizational Changes

The Licensee may not assign, transfer, or sublicense this License to another person or entity without prior written authorization from Johnna Sharpe LLC.

A change in personnel does not affect the Licensee’s rights. The license remains with the licensed organization, not with the employee who paid for, acquired, or used the materials.

A successor, newly created entity, reorganized entity, or separate organization must obtain its own license unless Johnna Sharpe LLC agrees otherwise in writing.

16. Related Terms

This License governs intellectual property ownership and permitted use of the Licensed Materials. Purchase terms, refunds, privacy, product support, data security, platform access, and disclaimers may be governed by separate SHARPe & Steady™ terms provided with the applicable product.

Consulting, professional services, and custom work are governed by the applicable separate written agreement and are not included merely because the Licensee purchased or received a product.

17. Governing Law, Severability, and No Waiver

This License is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

If any provision of this License is found unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.

A failure or delay by Johnna Sharpe LLC in enforcing a provision does not waive the right to enforce that provision or any other provision later.

18. Entire License

This License, together with any product-specific license terms accepted by the Licensee, represents the complete agreement governing the Licensee’s use of the Licensed Materials.

Any exception, amendment, or additional permission must be in writing and authorized by Johnna Sharpe LLC.

Johnna Sharpe LLC

SHARPe & Steady™

© 2026 Johnna Sharpe LLC. All rights reserved.