Teacher's Toolkit License Agreement
I. Content of Licensed Materials; Grant of License The materials that are the subject of this Agreement called Learn Bridge in A Day? ™ Teacher Toolkit shall consist of electronic information and published materials made available by Licensor. (Hereinafter referred to as the “Licensed Materials”). Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. Licensor hereby grants to Licensee non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement.
II. Delivery/Access of Licensed Materials to Licensee Licensor will provide the Licensed Materials to the Licensee in the following manner: Physical Media. Copies of the Licensed Materials will be provided to the Licensee on physical media (DVD/CD) File Transfer. Copies of the Licensed Materials may be provided to the Licensee through electronic transfer (by means of email or otherwise). Print Copies. The Licensed Materials will be provided to the Licensee.
III. Fees Licensee shall make payment to Licensor of $150.00 for use of the Licensed Materials for a period of one calendar year from date of purchase.
IV. Authorized Use of Licensed Materials Authorized Users. “Authorized Users” are the Licensee. Upon written approval from Whirwind Bridge, a Licensee may be permitted to authorize an additional user. Authorized Uses. Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international law. Nothing in this Agreement is intended to limit in any way whatsoever Licensee’s or any Authorized User’s rights under the Fair Use provisions of United States or international law to use the Licensed Materials. Digitally Copy. Licensee may not download and copy the Licensed Materials. Print Copy. Licensee and Authorized Users may print as needed for classes the Student Manual and the Handouts. Archival/Backup Copy. Upon request of Licensee, Licensee may receive from Licensor and/or create one (1) copy of the entire set of Licensed Materials to be maintained as a backup or archival copy during the term of this Agreement or as required to exercise Licensee’s rights under Section VI.
V. Access by and Authentication of Authorized Users Licensee and its Authorized Users shall be granted access to the Licensed Materials pursuant to the following:
VI. Specific Restrictions on Use of Licensed Materials Unauthorized Use. Licensee shall not permit anyone other than Authorized Users to use the Licensed Materials. Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor. Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials. Commercial Purposes. Licensee may not use the Licensed Materials for the purpose of conducting Learn Bridge in A Day?™ for the American Contract Bridge League at North American Bridge Championships. Other than as specifically permitted in this Agreement, Licensee may not use this material for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form.
VII. Licensor Performance Obligations Availability of Licensed Materials. Licensor shall make the Licensed Materials available to Licensee and Authorized Users within 10 business days of purchase. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email or phone for feedback, problem-solving, or general questions. Notification of Modifications of Licensed Materials. Licensee understands that from time to time the Licensed Materials may be added to, modified, or deleted from by Licensor and/or that portions of the Licensed Materials may migrate to other formats. Licensor shall give prompt notice of any such changes to Licensee. Continued Training. Licensor will provide updates to the Licensed Material to the Licensee as they are created. Withdrawal of Licensed Materials. Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
VIII. Licensee Performance Obligations Provision of Notice of License Terms to Authorized Users. Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement.
IX. Mutual Performance Obligations Confidentiality of User Data. Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party.
X. Term This Agreement shall continue in effect for one year- commencing on the date of purchase.
XI. Renewal This agreement shall be renewable at the end of the current term for successive one-year terms.
XII. Early Termination In the event that either party believes that the other materially has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have one month from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the one month time period the non-breaching party shall have the right to terminate the Agreement without further notice. Upon Termination of this Agreement for cause authorized copies of Licensed Materials may not be used by Licensee or Authorized Users.
XIII. Warranties Subject to the Limitations set forth elsewhere in this Agreement: Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party.
XIV. Limitations on Warranties Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an “as is” basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
XV. Indemnities Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims.
XVI. Assignment and Transfer Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
XVII. Governing Law This Agreement shall be interpreted and construed according to, and governed by, the laws of the state of Georgia excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Georgia shall have jurisdiction to hear any dispute under this Agreement. XVIII. Entire Agreement This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
XIX. Amendment No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee. XX. Waiver of Contractual Right Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
XXI. Notices All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within one month after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written.
BY: ______________________________________ DATE: __________________
Signature of Authorized Signatory of Publisher
Print Name: Whirlwind Bridge LLC, Patricia Tucker
Address: P.O. Box 80280, Atlanta GA 30366
BY: ______________________________________ DATE: ___________________
Signature of Authorized Signatory of Licensee