SCHOOL LICENSING AGREEMENT

This School Licensing Agreement ("Agreement") is entered into by and between:

Licensor: Shear Genius Society ("SGS")
2535 Dallas Highway SW STE B #1063
West Marietta, GA 30064
United States

Licensee:   ("School")
Address:  
City, State, ZIP:  

1. DEFINITIONS

1. "Platform" means the Shear Genius Society digital education platform accessible at sheargeniussociety.com, including all practice tests, worksheets, flashcards, interactive games, station cards, video content, and related educational materials.
2. "Licensed Programs" means the following programs included under this Agreement: Cosmetology, Barbering, Esthetics, and Nail Technology.
3. "Authorized Users" means currently enrolled students and employed instructors at the School's licensed campus(es).
4. "Student Seat" means one individual student authorized to access the Platform under this Agreement.
5. "Partner Page" means the School's branded access page at sheargeniussociety.com/partners/[school-name].

2. LICENSE GRANT

SGS grants the School a non-exclusive, non-transferable license to access and use the Platform for educational purposes during the Term. This license covers all four Licensed Programs regardless of which programs the School currently teaches. Access is limited to Authorized Users at the campus(es) identified in Schedule A.

3. LICENSING TIER AND PRICING

The School's licensing tier is determined by total student enrollment as reported at the start of each billing year. Each tier has its own minimum seat requirement.

Selected Tier:  

Number of Student Seats:  

Annual License Fee: $ 

4. TERM AND RENEWAL

1. Initial Term. This Agreement has a minimum term of two (2) years from the Effective Date ("Initial Term").
2. Auto-Renewal. After the Initial Term, this Agreement automatically renews for successive one (1) year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
3. Annual Enrollment Adjustment. At the start of each billing year, the School shall report its current student enrollment. The applicable tier and per-student rate will adjust based on the reported enrollment for that year.

5. PAYMENT TERMS

1. License fees are billed annually in advance.
2. Payment is due within thirty (30) days of invoice.
3. Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
4. SGS reserves the right to suspend Platform access if payment is more than thirty (30) days past due.

6. PLATFORM ACCESS AND CONTENT

1. The School receives a branded Partner Page for student access.
2. All content updates, new features, and additional materials added to the Platform during the Term are included at no additional charge.
3. SGS reserves the right to modify, update, or reorganize Platform content at its discretion, provided that the core educational value is maintained.
4. Content includes but is not limited to: practice test question banks (500+), printable worksheets (500+, 4 versions per chapter), digital flashcard decks, interactive board prep games (6+), station cards and procedure guides, and video library access.

7. INTELLECTUAL PROPERTY

1. All content, materials, software, trademarks, and intellectual property on the Platform remain the exclusive property of SGS.
2. This Agreement does not transfer any ownership rights to the School.
3. All content is protected by embedded watermarks, metadata, and Content ID registration.
4. The School acknowledges that "Shear Genius Society," "Built by Pros. Passed by Genius.," and all associated marks are trademarks of SGS.

8. PROHIBITED USES

The School and its Authorized Users shall NOT:

1. Copy, reproduce, distribute, or redistribute any Platform content outside the School's licensed campus(es).
2. Share login credentials, partner page URLs, or enrollment codes with non-Authorized Users.
3. Resell, sublicense, or commercially exploit any Platform content.
4. Remove, alter, or obscure any watermarks, copyright notices, or metadata embedded in Platform content.
5. Use Platform content to create competing educational products or services.
6. Attempt to reverse engineer, decompile, or extract source code from the Platform.

9. DATA PRIVACY

1. SGS collects and processes student data solely for the purpose of providing Platform access and improving the educational experience.
2. Student data handling is governed by the SGS Privacy Policy available at sheargeniussociety.com/privacy.html.
3. SGS does not sell student data to third parties.
4. The School is responsible for obtaining any necessary consents from students or guardians as required by applicable law, including FERPA.

10. SUPPORT

1. SGS provides dedicated onboarding assistance for new partner schools.
2. Email support is available at info@sheargeniussociety.com.
3. Academy and Enterprise tiers receive priority support and a dedicated school liaison.
4. Enterprise tier receives an annual strategic review call.

11. TERMINATION

1. Early Termination by School. If the School terminates this Agreement prior to the end of the Initial Term, the School shall pay the remaining balance due for the Initial Term in full within thirty (30) days of termination notice.
2. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term and fails to cure such breach within thirty (30) days of written notice.
3. Effect of Termination. Upon termination, all Platform access for Authorized Users will be revoked. The School shall immediately cease all use of SGS content and materials.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SGS'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE SCHOOL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SGS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved in the courts of Cobb County, Georgia.

14. ENTIRE AGREEMENT

This Agreement, including Schedule A, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements. This Agreement may only be modified in writing signed by both parties.

SCHEDULE A — CAMPUS AND ENROLLMENT

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.