License Agreement for Sharing Content

PLEASE CAREFULLY READ THIS LICENSE AGREEMENT (THIS “AGREEMENT”) BEFORE SHARING OR UPLOADING ANY CONTRIBUTOR MATERIALS TO THIS SITE. BY UNDERTAKING ANY OF THE FOLLOWING ACTIONS: (A) CLICKING THAT YOU ACCEPT OR AGREE TO THIS LICENSE AGREEMENT; OR (B) SHARING OR UPLOADING ANY MATERIALS TO THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT (i) YOUR SHARING OR UPLOADING OF ANY CONTRIBUTOR MATERIALS IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN; (ii) YOU ARE OF LEGAL AGE IN YOUR JURISDICTION TO ENTER INTO A BINDING AGREEMENT; AND (iii) IF YOU ARE SHARING OR UPLOADING THE CONTRIBUTOR MATERIALS ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU AGREE TO THIS AGREEMENT ON BEHALF OF SUCH PARTY AND YOURSELF, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH PARTY, AND TO CAUSE SUCH PARTY TO BE FULLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE FOREGOING OR ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT SHARE OR UPLOAD ANY CONTRIBUTOR MATERIALS ON BEHALF OF YOURSELF OR ANY OTHER PARTY.

1. Definitions.

A. The following terms shall have the following definitions for the purposes of this Agreement:

i. “CASEL” means the Collaborative for Academic, Social, and Emotional Learning, an Illinois not-for-profit corporation.

ii. “Contributor” means you and any employer or other party on behalf of which you share or upload the Contributor Materials.

iii. “Contributor Materials” any materials shared or uploaded to this Site by you.

2. Grant of Rights.

A. Contributor hereby grants to CASEL and its representatives, successors and assigns (together, the “CASEL Parties”), a non-exclusive, irrevocable, worldwide, transferable, sub licensable and royalty-free right and license to use, reproduce, publish, broadcast, distribute, disseminate, publicly display, and otherwise exploit the Contributor Materials, and to modify, alter, edit, and create derivative works of the Contributor Materials (“CASEL Derivative Works”). This license to exploit the Contributor Materials includes any intellectual property or proprietary rights therein and any goodwill associated therewith, in all media, whether now known or later developed, throughout the world, in perpetuity, in whole or in part, alone or with other materials, without restriction, for any purpose, and with such frequency as CASEL shall determine in its sole discretion. Contributor waives any right it may have to inspect or approve any use of the Contributor Materials, CASEL Derivative Works or any accompanying materials or text. The CASEL Parties have no obligation to use the Contributor Materials or to provide any credit or attribution to Contributor in connection with use of the Contributor Materials, but may do so in their sole discretion.

B. Contributor acknowledges that, as between CASEL and Contributor, CASEL is the owner of all right, title and interest in and to the CASEL Derivative Works, apart from the Contributor Materials, and of the goodwill associated therewith. Contributor acquires no right, title, interest or claim of ownership in the CASEL Derivative Works and will not contest CASEL’s ownership or the validity of the CASEL Derivative Works at any time.

3. Representations. Contributor represents, warrants and covenants to CASEL that:

A. Contributor has the authority to enter into this Agreement and to perform its obligations hereunder, and Contributor’s entry into this Agreement and performance of its obligations hereunder is not in violation of any other agreement or other obligation;

B. The Contributor Materials are either: (i) Contributor’s exclusive, original work with no restriction or encumbrance that would prevent Contributor from granting the right and license to CASEL under this Agreement; or (ii) works for which Contributor previously was granted an assignment, license, consent, permission, waiver or other right with authorization for Contributor to grant the right and license under this Agreement; and

C. Excluding any portions of the Contributor Materials owned by CASEL, the Contributor Materials do not infringe, violate or misappropriate the trademark, copyright, patent or other intellectual property or proprietary rights of any person or entity, or violate any applicable law.

4. Miscellaneous.

A. Construction. The Parties agree that they have had the opportunity to read this Agreement and obtain the advice of legal counsel, and further agree that the provisions set forth herein are fair and reasonable. The headings in this Agreement are for convenience only and do not constitute terms of this Agreement.

B. Assignment. This Agreement and all its rights and duties hereunder are personal to Contributor and, without the prior written consent of CASEL, shall not be transferred, assigned, leased, sublicensed or otherwise encumbered by Contributor or by operation of law. CASEL may assign its rights and duties hereunder.

C. Notice. Any and all notices, demands, requests, approvals and other communications from Contributor to CASEL under this Agreement shall be in writing and sent by email to the following email address: info@casel.org, and shall designate an email or postal address for CASEL’s notices to Contributor.

D. Governing Law. This Agreement shall be governed by the laws of the State of Illinois, United States of America, without regard to conflict of law principles. Each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Chicago, Illinois, U.S.A., and unconditionally waives any objection to the venue in such courts. In any action or proceeding to enforce rights under this Agreement, (i) the prevailing party shall be entitled to recover costs and attorneys’ fees and (ii) IF APPLICABLE, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

E. Nature of Relationship. The Parties are independent contractors and nothing herein shall be construed so as to constitute a Party a partner, joint venturer, agent or representative of the other Party for any purpose whatsoever.

F. No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties, and their respective heirs, executors, personal representatives, successors and assigns. Nothing contained in this Agreement will confer any rights upon, nor will this Agreement be construed to create any rights in, any other person.

G. Equitable/Injunctive Relief. Contributor agrees that a breach or threatened breach by Contributor of its obligations under this Agreement may cause CASEL irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of breach or threatened breach by Contributor, CASEL will be entitled to seek injunctive or other equitable relief without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. In no event shall Contributor be entitled to interfere with, restrain, enjoin, or otherwise impair use of the Contributor Derivative Materials. Contributor’s sole remedy in any or all claims relating to this Agreement shall be an action at law for damages, if any.

H. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties, and supersedes all prior written or oral agreements with respect to the subject matter. This Agreement may not be modified or amended unless in writing signed by the Parties.

I. Severability. If any provision of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction or other legally recognized judicial authority, such provisions shall be enforced to the maximum extent possible so as to affect the intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.

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