LICENSE AGREEMENT FOR USE OF CURRICULUM
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. DO NOT DOWNLOAD, INSTALL, ACCESS OR USE ANY MATERIALS UNTIL YOU HAVE READ AND AGREED TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SOCIAL LEARNING, LLC (“LICENSOR”). DOWNLOADING, INSTALLING, USING OR ACCESSING THE MATERIALS INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
1. License. Licensor grants Licensee a non-transferable, nonexclusive, revocable right and license to download, access, and use the Materials (the “License”) for the limited purposes set forth below. Licensor retains ownership of the Materials and all subsequent copies of the Materials, regardless of the form or media in or on which the original and other copies may subsequently exist. This License is not a sale of the Materials or any copy thereof. In the event Licensee violates any of the provisions of this Agreement, or upon termination of this Agreement, Licensee agrees to return to Licensor (or, at Licensor’s direction, destroy) the original and all existing copies of the Materials after receiving notice of Licensor’s termination of this Agreement, and Licensor may immediately terminate this Agreement, at any time, by notice to Licensee. Licensee agrees to comply with the terms and conditions of this Agreement and agrees to take all necessary steps to protect the Materials from distribution, theft or use contrary to the terms of this Agreement. Licensee agrees not to: (i) alter the Materials, (ii) remove any copyright or other proprietary notices from the Materials, or (iii) create derivative works from the Materials. Unless earlier terminated by Licensor in accordance with this Agreement, the License granted herein shall be deemed effective from the date Licensee first receives or accesses the Materials and shall be valid only so long as Licensee uses or possesses the Materials.
2. Materials. The Materials include the following documents: all content available in the Members section of this website (collectively, the “Materials”), which Licensor shall provide to Licensee in in electronic format.
3. Use of Materials. The License granted herein is limited to Licensee’s use of the Materials for non-profit, non-commercial, educational and research use, without the right to sublicense, solely in connection with group therapy programs on social communication for children and adolescents conducted by Licensee. Licensee is prohibited from using the Materials for any commercial purpose, including, but not limited to teaching or instructing others on how to conduct such therapy programs.
4. Restrictions. Licensee shall not, and shall not permit or allow any third party to, (a) modify, create derivative works, reproduce, publish or otherwise display the Materials; (b) sell, lease, assign, sublicense, convey or otherwise transfer the Materials; or (c) to translate the Materials. Licensee understands that unauthorized reproduction of copies of the Materials or unauthorized transfer of any copy of the Materials may constitute a criminal offense and subject Licensee to suit for damages, injunctive relief, and attorney fees.
5. Fees. In consideration of the License granted pursuant to this Agreement, Licensee has paid to Licensor all fees where applicable until canceled.
6. Trademarks and Copyright Notices. Licensee agrees to use all trademarks, copyright notices and other legends as they appear on any Materials, and as otherwise instructed by Licensor. Licensee is strictly prohibited from obscuring, altering or removing any such trademarks, copyright notices or other legends.
7. Ownership. Licensee acknowledges and agrees that Licensor is the owner of the Materials, all copyrights therein, and other intellectual property rights associated therewith and any and all derivations, modifications, enhancements or improvements to the Materials, whether made or suggested by Licensor or Licensee, and that Licensor has the exclusive right to apply for and obtain in its own name registrations of the Materials and all such modifications with the U.S. Copyright Office and with such other governmental agencies as Licensor may deem appropriate from time to time. In the event that Licensee suggests or otherwise makes any modifications, enhancements or improvements to, derivations of, any of the Materials (“Modifications”), all such Modifications, shall be owned by Licensor, and Licensee hereby assigns, transfers and sets over to Licensor all of Licensee’s right, title and interest in and to such Modifications. Licensee acknowledges and agrees that such Modifications shall become part of the Materials owned by Licensor and licensed to Licensee hereunder. Licensee further agrees that Licensee will not acquire any right, title or other ownership interest in or to the Materials, or any right to use the Materials, except the limited License as specifically provided in this Agreement. Licensee shall not, at any time during or after the term of this Agreement, dispute or contest, directly or indirectly, Licensor’s rights and title in the Materials, or the validity of the foregoing. Licensee shall execute any and all documents reasonably requested by Licensor to confirm Licensor’s ownership in any and all of the foregoing.
8. Warranties. Licensor has no control over the conditions under which Licensee uses the Materials, and does not and cannot warrant the performance or results that may be obtained by their use. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MATERIALS ARE LICENSED “AS IS” AND THAT LICENSOR MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS, AND DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
9. Limitation of Liability. IN NO EVENT SHALL LICENSOR, OR ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE TO LICENSEE OR ANY THIRD PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (d) DAMAGE TO PROPERTY, PERSONAL INJURY OR DEATH, OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
10. Indemnification. Licensee shall indemnify and hold Licensor harmless against any claims, causes of action, suits, damages, liabilities, demands, judgments, losses, costs and expenses (including reasonable attorney’s fees, expert costs and court costs) that arise out of, or are related to, Licensee’s use of the Materials.
11. Attorney’s Fees. In the event Licensor engages an attorney to enforce its rights under this Agreement, Licensor shall be entitled to recover, and Licensee shall be obligated to reimburse Licensor for, reasonable attorney’s fees, including expert witness fees and court costs
12. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Virginia, without regard to its conflicts of law principles. Licensee irrevocably submits to jurisdiction in, and agrees that any action brought by Licensee arising out of this Agreement shall be brought in, the Circuit Court of the City of Virginia Beach, Virginia or United States District Court for the Eastern District of Virginia, Norfolk Division located in Norfolk, Virginia.
13. Injunctive Relief. Licensee acknowledges that any violation by it of this Agreement may result in irreparable injury to Licensor, for which Licensor will not have an adequate remedy at law. Licensee therefore agrees that the other party shall have the remedies of specific performance and injunction to secure its rights which are granted by this Agreement. However, such remedies are not exclusive and are in addition to those granted by law.
14. Waiver. The delay or failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of any right of that party.
15. Survival. The termination of this Agreement shall not affect the provisions of this License which by their terms and meaning are of a continuing nature.
16. Entire Agreement. This Agreement sets forth the entire understanding and agreement between Licensor and Licensee with respect to its subject matter and merges any and all prior oral or written communications, advertising, discussions, proposals, purchase orders, agreements, communications, and representations between them. Neither of the parties shall be bound by any conditions, definitions, warranties or representations with respect to any of the terms or conditions in this Agreement other than as expressly provided in this Agreement.
17. Amendment. Licensor may modify this Agreement at any time, provided that (i) Licensor provides Licensee with written notice of such modification and (ii) the modification is made in good faith.
18. Severability. If any provision of this License shall be held illegal, void, or unenforceable, the remaining provisions shall remain in full force and effect.
19. Assignment. Licensee may not assign or transfer the Agreement, or any of its rights or obligations hereunder, without the express written consent of Licensor.
20. Headings. The paragraph headings in this License are for convenience only, form no part of this Agreement, and do not affect its interpretation.
21. Relationship of the Parties.
22. Authority. Any individual accepting this Agreement on behalf of Licensee, as an entity, represents and warrants that he or she has the requisite authority to enter into and accept this Agreement on behalf of Licensee and by doing so to bind Licensee, to all terms and provisions of this Agreement.