LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement"), entered into by and between you ("Licensee") and Join the Community, LLC (the "Company"), governs your access to and use of any lesson plans purchased and/or downloaded ("Lesson Plans" and each, a "Lesson Plan") through https://jointhecommunity.com/ (the "Website"). This Agreement is effective as of the date you purchase one or more Lesson Plans from the Company ("Effective Date"). Please read this Agreement carefully. By clicking "I agree" or otherwise signifying your acceptance of this Agreement by downloading, copying or using any Lesson Plan, you are agreeing to be legally bound by this Agreement.
1. License.
(a) Grant of Rights. Subject to the terms and conditions of this Agreement, the Company hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Lesson Plan(s) purchased on the Effective Date for educational, noncommercial use only ("License").
(b) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement.
(c) Scope of License. The License is intended to be used solely by Licensee as an educator or instructor in a single classroom or educational program. For school and school district licenses, contact the Licensor.
2. Use of Lesson Plans.
(a) Possession and Reproduction. Licensee has the right to download and save the Lesson Plans onto Licensee's personal computer or device. Licensee shall not reproduce or distribute any materials or content contained in any Lesson Plan to any third party, except Licensee may print any handouts, quizzes, tests, projects, and other resources that are part of any Lesson Plan for use by Licensee and Licensee's students.
(b) No Commercial Use. This Agreement grants Licensee the right to use the Lesson Plans for education, noncommercial use only. Commercial use of any Lesson Plan is not permitted under this Agreement.
(c) Copyright Notices. Licensee may not remove or alter any logo or copyright information displayed or embedded within any Lesson Plan.
(d) Modifications. Licensee shall not translate, recast, edit, alter, modify, or create any derivative works of any Lesson Plan. Notwithstanding the foregoing and subject to Section 4, any teaching materials that are provided as part of any Lesson Plan may be edited and customized for the Licensee’s environment and for the purpose of meeting teaching objectives.
(e) No Sale or Transfer. Licensee may not sell, lend, lease, rent, assign, sublicense or transfer any Lesson Plans or any materials relating thereto to any third party in any form.
Payment. As consideration in full for the License granted herein, Licensee shall pay Licensor a one-time fee per Lesson Plan or per package of Lesson Plans in such amount as listed on the Website. For more information regarding purchase and payment, see our Terms of Sale https://www.jointhecommunity.com/termsofsale
3. Ownership and Protection.
(a) Acknowledgment of Ownership. Except for the License granted hereunder, Licensee acknowledges that all right, title, and interest in and to the Lesson Plans are owned by Licensor. If Licensee acquires any rights in any Lesson Plan by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Licensor's rights in and to any Lesson Plan.
(b) Protection of the Lesson Plans. Licensee shall take all measures to protect and safeguard the Lesson Plans. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of any Lesson Plan; (ii) actual, suspected, or threatened claim that use of any Lesson Plan infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which any Lesson Plan may be subject.
4. Updates and Changes to Lesson Plans. Licensor reserves the right, in its sole discretion, to update or remove, in whole or in part, any Lesson Plan on the Website at any time. Licensor also reserves the right, in its sole discretion, to retire any Lesson Plan at any time. In the event Licensor updates a Lesson Plan, Licensee will be required to purchase a new license to the updated Lesson Plan to access the updated materials.
5. Representations and Warranties.
(a) Licensor's Representations and Warranties. Licensor represents and warrants, solely to and for the benefit of Licensee, that it owns the Lesson Plans.
(b) Licensee's Representations and Warranties. Licensee represents and warrants that:
(i) Licensee will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Lesson Plans or Licensor, or cause confusion as to the ownership of any Lesson Plan; and
(ii) Licensee's use of the Lesson Plans will not infringe, misappropriate, or otherwise violate any US intellectual property or other rights of any third party or violate any applicable regulation or law.
(c) Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LESSON PLANS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
6. Indemnification.
(a) Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, members, employees, agents, affiliates, successors, and assigns (each, an "Indemnified Party") from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder.
(b) Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind arising out of or in connection with any third-party claim, suit, action, or proceeding claiming any Lesson Plan infringes upon the intellectual property rights of such third party, so long as such claim does not arise from modifications, additions or changes to any Lesson Plan by Licensee.
7. Term and Termination.
(a) Term and Termination. The term of this Agreement commences as of the Effective Date and continues unless and until terminated by Licensor (the "Term"). Licensor may terminate this Agreement immediately upon breach of this Agreement by Licensee.
(b) Effect of Termination. Upon termination of this Agreement, Licensee shall immediately discontinue all use of the Lesson Plans and shall erase all digital copies of any Lesson Plans in its possession and return or, at Licensor's written request, destroy any tangible copies of such Lesson Plans. Upon Licensor's request, Licensee shall provide an affidavit to Licensor attesting to such erasure or destruction.
(c) Surviving Rights. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination of this Agreement will survive any such termination, including the rights and obligations set forth in this Section 8 and Section 2, Section 4, Section 6, Section 7, and Section 9.
8. Remedies.
(a) Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
(b) Limitation of Liability. LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. General.
(a) Entire Agreement. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(b) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(c) Assignment. Licensee may not assign any of its rights or delegate any of its obligations under this Agreement. Any purported assignment or delegation in violation of this Section 10(c) is null and void. Licensor may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(d) Choice of Law; Venue. This Agreement and all matters arising out of this Agreement, including tort and statutory claims are governed by the laws of New Hampshire, without giving effect to any conflict of laws provisions thereof. Either party may institute any legal suit, action, or proceeding arising out of this Agreement in the federal or state courts in each case located in City of Northfield and the County of Merrimack, New Hampshire, and each party irrevocably submits to the jurisdiction of such courts in any legal suit, action, or proceeding.
(e) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
(f) Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
(g) Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.