END PARTICIPANT LICENSE AGREEMENT
BY USING THE LICENSED CONTENT (DEFINED BELOW), THE LICENSEE (DEFINED BELOW) IS AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST CEASE USE OF THE LICENSED MATERIALS AND SEEK A REFUND FROM LICENSOR IN ACCORDANCE WITH ITS REFUND POLICY.
This license agreement (hereinafter “Agreement”) is entered by and between LoveEd, Inc., having its principal office at 3837 N. 84th Street, Milwaukee, Wisconsin 53222 (hereinafter “LICENSOR”), and the entity identified in the order confirmation (hereinafter “LICENSEE”); Collectively referred to as the “Parties” and individually as a “Party.” The “Effective Date” of this Agreement shall be the date on which LICENSEE purchases the licenses and stated in the order confirmation provided to LICENSEE.
WHEREAS, LICENSOR has the rights to license material and content related to “Conversations about L.I.F.E.”; and
WHEREAS, LICENSEE wishes to obtain from LICENSOR, and LICENSOR is willing to grant to LICENSEE, upon the terms and conditions provided in this Agreement, a license to use the Licensed Materials.
NOW, THEREFORE, the Parties hereto agree as follows:
The Parties agree that the following terms shall be defined as follows:
1.1 “Licensed Materials” means the content and materials described in the order confirmation provided to LICENSEE.
1.2 “Territory” means the world.
1.3. “Participant” shall mean a child to whom instruction is provided using the Licensed Materials and includes that child’s parents or guardians.
1.4 “Participant Count” shall mean the number of Participants permitted to use the Licensed Materials during a calendar year. For the avoidance of doubt, a child’s parents or guardians shall not be treated as a separate Participant for purposes of calculating this Participant Count.
- License Grant & Restrictions
2.1. LICENSOR grants to LICENSEE a non-exclusive license for use of the Licensed Materials within the Territory upon the terms and conditions of this Agreement.
2.2. The Licensed Materials are licensed, and not sold, for use by LICENSEE only for the express purpose of education to Participants as detailed in the Licensed Materials. No right to sublicense, assign, lease, or rent the Licensed Materials is granted or implied, and no other use is permitted. Without limiting the foregoing, LICENSEE is not permitted to make the Licensed Materials available to other entities. For example, if LICENSEE is a parish, LICENSEE shall not provide the LICENSED MATERIALS to another parish or diocese. Updates to the Licensed Materials may be made available from time to time by LICENSOR and subject to an additional fee.
2.3. LICENSEE may not modify, adapt, merge, translate or create derivative works based on the whole or any part of the Licensed Materials. LICENSEE may copy the Licensed Materials only for use with Participants provided the Participant Count is not exceeded for the applicable calendar year or as expressly permitted in this Agreement.
2.4. LICENSEE’s use of the Licensed Materials shall be limited to the Participant Count specified in the order confirmation provided to Licensee. In the event Licensee wishes to increase the Participant Count, Licensee shall contact LICENSOR to pay the license fee to add additional Participants.
2.5. All rights not expressly granted to LICENSEE are reserved by LICENSOR, and LICENSEE has no additional rights or permissions with respect to the Licensed Materials beyond those expressly granted to the LICENSEE in this Agreement.
2.6. LICENSOR (or the entities from whom LICENSOR has been granted rights in the Licensed Materials) retains all right, title and interest to the Licensed Materials, and any full or partial copies thereof in any medium of expression.
2.7. LICENSEE agrees to be jointly and severally liable for any copyright infringement, unauthorized transfer, reproduction or use of the Licensed Materials not permitted in this Agreement.
2.8. All copies of the Licensed Materials reproduced by the LICENSEE as permitted under this Agreement must include the copyright and proprietary notices set forth in the Licensed Materials.
- Term and Termination
3.1. Subject to LICENSOR’s ability to terminate as provided in this Agreement, the “Term” of this Agreement shall continue while LICENSEE remains in full compliance with this Agreement.
3.2. LICENSOR has the right to terminate this Agreement and the license granted hereunder in the event that the Licensed Materials become inconsistent or otherwise incompatible with the teachings of the Catholic church. In such event, LICENSOR shall provide written notice of such termination to LICENSEE, and LICENSEE shall not be obligated to refund any amount to LICENSEE.
3.3. LICENSOR also has the right to terminate this Agreement and the license granted hereunder in the event that LICENSEE materially breaches any provision of this agreement and such breach remains uncured more than thirty (30) days after LICENSOR provides written notice to LICENSEE of such breach. For the avoidance of doubt and without limiting the generality of the foregoing, (i) exceeding the Participant Count or (ii) modifying the Licensed Material shall constitute a material breach of this Agreement.
- Representations & Warranties
4.1. LICENSOR warrants that it owns or has licensed from the author, copyrights in the Licensed Materials.
4.2. Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any other agreement with any third party.
- Indemnity and Warranties
5.1. ANY INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS GRANTED OR PROVIDED BY LICENSOR PURSUANT TO THIS AGREEMENT (HEREINAFTER THE “DELIVERABLES”) ARE ON AN “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM DELIVERABLES, INCLUDING BUT NOT LIMITED TO, ANY USE OF ANY INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT. LICENSOR DOES NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT ARISING FROM THE USE OF THE DELIVERABLES OR RIGHTS GRANTED OR PROVIDED BY IT UNDER THIS AGREEMENT. LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF OF LICENSOR, EXPRESSED OR IMPLIED, TO ANY PERSON CONCERNING THE APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE DELIVERABLES UNDER THIS AGREEMENT.
5.2. LICENSEE shall indemnify, defend and hold harmless LICENSOR and each of its employees, officers, directors and agents (collectively “LICENSOR”) from and against any and all claims, causes of action, lawsuits, or other proceeding (the “Claims”) filed or otherwise instituted against LICENSOR, and all costs and expenses related thereto (including reasonable attorney’s fees), which LICENSOR may incur, suffer, or be required to pay resulting from, arising out of, or in connection with (i) the breach by LICENSEE of any covenant, representation or warranty contained in this Agreement, (ii) the design, process, manufacture, sale or use of Licensed Materials by a third party which results in the injury, sickness, disease, death, or other loss suffered by such third party, or (iii) any negligent or more culpable act or omission of LICENSEE, its directors, officers, employees, agents or Affiliates.
5.3. THE PARTIES EXPRESSLY AGREE THAT THE FOREGOING INDEMNITY SHALL APPLY TO MEDICAL MALPRACTICE, PRODUCT LIABILITY AND OTHER CLAIMS NOTWITHSTANDING THE NEGLIGENCE OF LICENSOR, WHETHER SUCH CLAIMS ARE BASED ON DOCTRINES OF STRICT LIABILITY, NEGLIGENCE OR OTHERWISE.
- Limitation of Liability
LICENSOR’s entire liability, in the aggregate for any claim, including all claims for breach of this Agreement, in any form, related in any way to this Agreement will be for actual damages only and shall be limited to (i) the amounts paid by LICENSEE TO LICENSOR under this Agreement or (ii) the minimum amount permitted by applicable law, whichever is greater. EXCEPT IN CIRCUMSTANCES INVOLVING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY OR ANY APPLICATIONS AND DERIVATIONS THEREOF.
LICENSEE may not assign its rights under this Agreement without the prior written consent of LICENSOR.
All notices and payments relating to this Agreement shall be by email, first class mail, or courier addressed as follows:
If to LICENSOR:
If to LICENSEE, to the address provided by LICENSEE and stated in the Order Confirmation provided to LICENSEE.
- Governing Law & Venue
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Wisconsin. The parties shall resolve any dispute arising under this Agreement in the state and federal courts located in Milwaukee County, Wisconsin, and the parties submit to the jurisdiction of these courts.
- Merger of Agreements
This Agreement constitutes the entire understanding and agreement between the Parties relating to the subject matter of this Agreement. All previous negotiations, discussions and written or oral agreements are incorporated by reference into this Agreement.
- Modifications of the Agreement
This Agreement may not be modified or amended except by writing signed by the authorized representatives of both Parties.
- Severability of Clauses
In the event that one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be effected or impaired. In such an event, the affected clause or provision, shall be reformed to be valid and enforceable in conformance with the intent of the Parties. If such a clause or provision cannot be so reformed as a matter of law, it shall be severed and deleted from this Agreement.
- Other Intellectual Property Rights
Neither Party to this Agreement grants to the other Party any rights in any patents, trademarks or trade names, or copyrights of such Party other than those rights specifically set out in this Agreement unless otherwise mutually agreed to in writing.
The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision
- Relationship of the Parties
Nothing in this Agreement shall be construed as making either Party the partner, joint venturer, agent, employer, or employee of the other Party. Neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action which shall be binding on the other, except as provided for in this Agreement or authorized in writing.