LICENSE AGREEMENT FOR ONLINE ACCESS

 

PLEASE CAREFULLY READ THIS LICENSE AGREEMENT (THIS “AGREEMENT”) BEFORE ACCESSING, USING OR DOWNLOADING ANY CASEL MATERIALS. BY UNDERTAKING ANY OF THE FOLLOWING ACTIONS: (A) CLICKING THAT YOU ACCEPT OR AGREE TO THIS LICENSE AGREEMENT; OR (B) ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FOUND ON THIS SITE , YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT (i) YOUR ACCESS TO AND USE OF THE CASEL 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 ACCESSING, DOWNLOADING OR USING THE CASEL 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 ACCESS, USE OR DOWNLOAD ANY CASEL 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. “CASEL Materials” means the materials curated by CASEL concerning SEL student education which are found at this site.

iii. “Licensee” means you and any employer or other party on behalf of which you access, download or use the CASEL Materials.

iv. “Purpose” means to incorporate evidence-based social and emotional learning (“SEL”) programming into student education from preschool through high school.v. “Territory” means ____________ .2. Grant of Rights.

A. Subject to the terms and conditions contained in this Agreement, CASEL hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable and royalty-free, right and license, during the Term, to use, reproduce, publish, broadcast, distribute, disseminate, publicly display, and otherwise exploit the CASEL Materials, and to modify, alter, edit, and create derivative works of the CASEL Materials (“Licensee Derivative Works”, included in the definition of CASEL Materials), in all media, whether now known or later developed, solely in the Territory and in connection with the Purpose. Notwithstanding anything to the contrary contained in this Agreement, Licensee may not use, reproduce, publish, broadcast, distribute, disseminate, publicly display, or otherwise exploit any CASEL Materials with the intent of earning a profit or for commercial purposes.

B. Licensee hereby irrevocably assigns to CASEL, without additional consideration, all right, title and interest in and to the Licensee Derivative Materials and any intellectual property or proprietary rights in any of the foregoing, and any goodwill associated therewith, in all media, whether now known or later developed, throughout the world, in perpetuity, subject to a license back to Licensee to use the Licensee Derivative Materials in the same manner as the license to use the CASEL Materials as provided in Section 2.A. above. All uses and rights in the Licensee Derivative Materials and any goodwill associated therewith shall inure to the exclusive benefit of CASEL and CASEL may register and protect the same as its own.

3. Licensee Obligations.

A. Licensee shall use the CASEL Materials in compliance with the Purpose and the standards and directions concerning usage described in these Terms and that CASEL may provide to Licensee from time to time. CASEL reserves the right to direct Licensee to conform to such further standards and directions in CASEL’s sole discretion. Licensee will comply with all laws, rules, regulations and requirements of any state, federal or local governmental or administrative body which apply to Licensee and its use of the CASEL Materials (“Applicable Laws”), including without limitation those pertaining to notice and marking requirements with respect to use of the CASEL Materials in the Territory.

B. Licensee shall place or retain notice of CASEL as the source of the CASEL Materials on any copies of the CASEL Materials. Promptly after the creation of any Licensee Derivative Materials by Licensee or its employees, representatives, agents and contractors, Licensee shall provide CASEL with a copy of such Licensee Derivative Materials. CASEL may require Licensee to remove CASEL’s name and identification from any Licensee Derivative Materials of which CASEL disapproves.

C. In the event that any of the CASEL Materials is or may become subject to a claim of infringement or other third party objection, CASEL may require that Licensee cease use of such CASEL Materials, and Licensee promptly shall cease use of all such CASEL Materials.

D. Licensee shall not, and shall cause any third party within its control not to, use the CASEL Materials or the Licensee Derivative Works in a manner that distorts, frustrates or is contrary to the purpose, intention or policy of CASEL or of the CASEL Materials, as determined by CASEL in its sole discretion.

E. Upon CASEL’s request, during and after the term of this Agreement, Licensee shall, without further consideration, provide CASEL with any documents, materials, consents or signatures as requested by CASEL in connection with CASEL pursuing registration, protection or enforcement of CASEL’s rights in any CASEL Materials. CASEL shall have no duty to Licensee to protect or preserve its rights in the CASEL Materials.

4. Ownership/Rights in the CASEL Materials.

A. Licensee acknowledges that, as between CASEL and Licensee, CASEL is the owner of all right, title and interest in and to the CASEL Materials, and of the goodwill associated therewith. Licensee acquires no right, title, interest or claim of ownership in or to the CASEL Materials, apart from the specific license granted here. Licensee will not contest CASEL’s ownership or the validity of the CASEL Materials at any time nor use the CASEL Materials in any manner other than as specifically authorized herein. All rights in the CASEL Materials not granted to Licensee pursuant to this Agreement are expressly reserved to CASEL and may be used by CASEL without limitation or restriction.

B. Licensee shall not, and shall cause any third party within its control not to: (i) take any steps that may impair the rights of CASEL in or to the CASEL Materials; or (ii) register or apply for registration in any jurisdiction, of any CASEL Materials or any intellectual property which includes or incorporates any CASEL Materials, any other mark or intellectual property owned by CASEL, or any other mark, name, term, slogan, tagline, logo, design, configuration or other designation that is a variation, derivative, modification or confusingly similar to the foregoing.

C. Licensee shall not take any action against any third party making or threatening to make unauthorized use of any CASEL Materials or otherwise infringing upon the CASEL Materials, without the prior written consent of CASEL. CASEL may file and control any action for infringement by any third party regarding any CASEL Materials, and shall have complete control over all aspects of any such action. The proceeds resulting from such action, if any, shall be retained solely by CASEL.

5. Representations and Warranties.

A. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, CASEL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CASEL MATERIALS, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SOLE AND EXCLUSIVE RIGHTS OR VALIDITY OF ANY REGISTRATION THEREFOR.

B. Licensee represents, warrants and covenants to CASEL that:

i. Licensee has the authority to enter into this Agreement and to perform its obligations hereunder, and Licensee’s entry into this Agreement and performance of its obligations hereunder is not in violation of any agreement or other instrument to which it is a party or by which it may be bound;

ii. Licensee’s use of the CASEL Materials comply with the terms and conditions of this Agreement and all Applicable Laws, and shall not reflect adversely upon the reputation, image or goodwill of CASEL;

iii. Other than any portion(s) of the Licensee Derivative Materials for which Licensee provides notice to CASEL at the time the Licensee Derivative Materials are provided to CASEL, all materials that are created, developed and/or reduced to practice by or on behalf of Licensee that makes use of any CASEL Materials, including, without limitation, any Licensee Derivative Materials: (a) are either Licensee’s sole, exclusive and original work or works for which Licensee has previously been granted the necessary assignment, licenses, consents, waivers and rights for use in connection with Licensee’s activities in the manner so used and do not contain any restriction or encumbrance that would prevent CASEL from exercising the benefit of the assignment granted to it by Licensee; and (b) 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.

6. Term and Termination. The term of this Agreement shall begin on the Effective Date and, shall continue until terminated by either Party (“Term”) pursuant to this Section. Either Party shall have the right to terminate this Agreement in the event that the other Party breaches any of its material obligations under this Agreement and fails to cure said breach within thirty (30) days after the non-breaching Party provides the breaching Party with notice. CASEL shall have the right to terminate this Agreement without cause.

7. Effect of Termination. Upon termination or expiration of this Agreement all rights granted to Licensee hereunder shall automatically terminate and revert to CASEL, and Licensee shall immediately cease and discontinue all use of the CASEL Materials and any content or intellectual property or proprietary rights confusingly similar thereto, and shall destroy all materials incorporating or bearing the same.

8. 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 Licensee and, without the prior written consent of CASEL, shall not be transferred, assigned, leased, sublicensed or otherwise encumbered by Licensee 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 Licensee to CASEL under this Agreement shall be in writing and sent by email to the following email address: ______________, and shall designate an email or postal address for CASEL’s notices to Licensee.

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. Licensee agrees that a breach or threatened breach by Licensee 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 Licensee, 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 Licensee be entitled to interfere with, restrain, enjoin, or otherwise impair use of the Licensee Derivative Materials. Licensee’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.

J. Survival. The provisions of Section 4, 5, 7 8 and any other provision that by its nature is intended to survive, shall survive the expiration or termination of this Agreement.

.* * * * *Schedule 1STANDARDS AND DIRECTIONS REGARDING STYLE AND USE OF CASEL MATERIALS

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