Updated Date – 2/1/2016
CURRICULUM LICENSE AGREEMENT
This Curriculum License Agreement (this “Agreement”) is a binding agreement between you (“You” or “Your”) and GarageGames, LLC, a Pennsylvania limited liability company (“GarageGames”). By downloading, installing, or using the Licensed Property, You accept the terms of this EULA on behalf of Yourself and Your organization (if any). Inquiries about this EULA offered by GarageGames should be directed to email@example.com.
W I T N E S S E T H
WHEREAS, GarageGames has developed a course curriculum and related content identified in the applicable attachment to this Agreement (the “Licensed Property”), and
WHEREAS, Licensee desires a license to utilize the Licensed Property in connection with providing courses to students at Licensee’s facility or at the residences of students who attend that facility.
NOW THEREFORE, in consideration of the mutual promises herein contained, it is mutually agreed as follows:
1. GRANT OF LICENSE; RESTRICTIONS ON USE
a. Subject to the terms of this Agreement, GarageGames hereby grants to Licensee a non-exclusive, non-transferable license to utilize the Licensed Property identified in the applicable Attachment to this Agreement during the applicable term. The foregoing license does not include the right to sublicense. Licensee may only utilize the Licensed Property to deliver the courses contained in the Licensed Property to Licensee’s registered students that are enrolled in and attending on-site classes at Licensee’s facilities identified in the applicable Attachment.
b. Licensee may only use the Licensed Property in connection with the number of students defined in the Licensee management system or arranged through a purchase order. With or without prior notice, GarageGames may audit Licensee’s records to validate the number of students utilizing the Licensed Property and compliance with the terms of this Agreement.
c. Licensee may use excerpts of the Licensed Property to prepare marketing materials describing the courses contained in the curriculum; provided, however, that all such marketing materials are subject to GarageGames’ prior written approval.
d. Licensee may use a copy of the Licensed Property for free for the purposes of evaluation provided they are a licensed educator or school administrator.
e. Licensee may use, at no cost, an unlimited number of teacher and student licenses, the free game design course (currently titled “Game Design”).
f. Except as expressly permitted in Section 1(a) below, Licensee may not share, broadcast, distribute, sell, lease, loan, transfer, reverse engineer, disassemble, modify, create derivative works of or translate any Licensed Property and may not use the Licensed Content in any service bureau or other commercial activity for use by third parties. Licensee shall not, and shall not permit any of its personnel or faculty to, utilize the Licensed Property or any component thereof to develop any other classes or curriculum. Licensee may not copy the Licensed Property, except: (i) for reasonable back-up and archival purposes; and (ii) to make reasonable copies of the teachers’ guides and student exercises to support operation of the classes. In any event, Licensee may not publish or otherwise make publicly available any of the Licensed Property, whether on Licensee’s website, in a generally available product or otherwise, except to Licensee’s teachers leading and students registered in the applicable classes. Licensee may not remove, obscure, or alter GarageGames’ proprietary rights notices or restriction notices incorporated into the Licensed Property.
g. As between GarageGames and Licensee, Licensee shall be solely responsible for providing, or requiring its students to provide, all hardware necessary to operate the Licensed Property, including the student exercises contained therein. Licensee and its students may also be required to download and install third party products (e.g., SDKs from Microsoft and Visual Studio Express 2013) necessary to operate such materials. GarageGames provides Licensee with minimum system and software requirements upon request or at http://www.gginteractive.com.
2. FEES. Licensee shall pay GarageGames the fees specified in the applicable Attachment prior to delivery of and access to the Licensed Property. All renewal terms and license expansions are subject to GarageGames’ then current rates or as otherwise mutually agreed by the parties in writing. Licensee shall pay all sales and other taxes, however designated or levied, based on the fees due under this Agreement, Licensee’s or its permitted users’ use of the Licensed Property or otherwise arising in connection with the Agreement. All payments shall be made in U.S. dollars.
3. TERM; TERMINATION
a. The term of this Agreement shall begin on the Effective Date and shall continue thereafter for one school year.
b. Either party may terminate this Agreement or any Attachment hereto upon ten (10) business days’ written notice if the other party breaches this Agreement and fails to cure such breach within such ten (10) business day period. Upon termination of this Agreement for any reason whatsoever, Licensee and its permitted users must cease use of the Licensed Property and destroy all copies of the Licensed Property in their possession or control. Upon request, Licensee and its permitted third party users shall certify to GarageGames that Licensee has complied with the obligations hereunder. The obligations assumed by Licensee in Sections 3(b), 4, 5(b), 5(c), 6 and 7 shall survive any termination or cancellation of this Agreement.
4. OWNERSHIP; CONFIDENTIALITY
a. Licensee acknowledges and agrees that the Licensed Property constitutes the proprietary and confidential information of GarageGames and its licensors, and that GarageGames and its licensors own all copyrights, trademarks, patents, trade secrets and other proprietary rights in and to the Licensed Property and all modifications or updates thereto. Nothing in this Agreement shall be construed to grant Licensee any ownership interests or rights in or to the Licensed Property. Licensee hereby agrees that Licensee will not challenge GarageGames’ and its licensors’ proprietary rights in and ownership of the Licensed Property. All rights not expressly granted in this Agreement are reserved to GarageGames and its licensors.
b. Licensee agrees to keep access to the teacher and administrator components of the Licensed Property confidential, disclose the Licensed Property only to those of Licensee’s employees and permitted users that are within the scope of the applicable license and that have a need to know such information, and shall not disclose the Licensed Property to any third party or allow any third party to have access to the Licensed Property except as expressly permitted in the applicable Attachment. Licensee shall, and shall require its permitted users to, maintain appropriate safeguards to restrict access to and use of electronic versions of the Licensed Property consistent with the terms of this Agreement, including, without limitation: (i) restricting access to the Licensed Property to authenticated users behind reasonable firewalls; (ii) configuring the LMS or internal website such that material components of the Licensed Property (other than the student exercises) cannot be exported or otherwise downloaded; and (iii) notifying permitted users that all Licensed Property is intended for classroom use only by Licensee and its students and may not be otherwise published, distributed or shared.
a. GarageGames represents, warrants and covenants that it has the right to grant the licenses set forth herein, and that the Licensed Property does not and will not violate or infringe upon the trademarks, copyrights or trade secrets of any third party. GarageGames agrees to indemnify and hold harmless Licensee, its employees, officers, directors, stockholders, licensees, successors, and assigns from and against any and all losses, damages, costs and expenses, arising from any third party claim based upon any alleged infringement or violation of any third party trademark, trade secret or copyright of any third party.
b. Except as expressly set forth in Section 5(a), THE LICENSED PROPERTY IS PROVIDED “AS IS” AND GARAGEGAMES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GARAGEGAMES DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE LICENSED CONTENT. LICENSEE’S USE OF THE LICENSED CONTENT IS AT LICENSEE’S OWN RISK.
c. Licensee shall be solely responsible for teaching and operation of the courses, including, without limitation, obtaining any necessary licenses and registrations in connection therewith, training and monitoring the faculty, and managing all other student related issues. Licensee shall not make any representations or warranties to any third parties on behalf of GarageGames (including, without limitation, any representation or warranty that the Licensed Property will guarantee employment opportunities). Licensee agrees to indemnify and hold harmless GarageGames, its employees, officers, directors, stockholders, licensees, successors, and assigns from and against any and all losses, damages, costs and expenses, arising from any third party claim based upon any alleged act or omission of Licensee, its contractors or representatives.
6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL GARAGEGAMES, ITS AFFILIATES OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF DATA, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR OTHERWISE. IN ANY EVENT, THE AGGREGATE LIABILITY OF GARAGEGAMES, ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO GARAGEGAMES UNDER THE APPLICABLE ATTACHMENT DURING THE THEN CURRENT TERM.
a. Nothing herein shall be construed to create a partnership or joint venture by or between GarageGames and Licensee. All obligations incurred by Licensee shall be its sole responsibility. Licensee may not assign or sublicense any of its rights or obligations under this Agreement without GarageGames’ prior written approval.
b. This Agreement is entered into in, and shall be governed in all respects and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. All disputes arising out of this Agreement shall be exclusively brought in the state and federal courts in and near Clark County, Nevada, and each party irrevocably submits to the personal jurisdiction of such courts.
c. This Agreement and all Attachments constitute the entire agreement between the parties with respect to its subject matter and supersedes all previous negotiations, understandings and agreements between the parties. In the event that any provision of this Agreement, or any part hereof, is found invalid or unenforceable, the remainder of this Agreement will be binding on the parties hereto, and will be construed as if the invalid or unenforceable provision or part thereof had been deleted from this Agreement. No waiver of any breach of this Agreement shall constitute a waiver of any preceding or succeeding breach thereof. This Agreement may not be modified or amended except by a written instrument signed by each party. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile signature shall be deemed the equivalent of an original signature and binding on the parties.
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