NextWaveSTEM Curriculum Licensing Agreement

NEXTWAVESTEM CURRICULUM LICENSE AGREEMENT THE “LICENSING AGREEMENT” or “AGREEMENT”

DEFINITIONS

The Licensee: The Licensee is the individual, school, company, or organization licensing the Curriculum.

The Licensor: NextWaveSTEM, LLC., (Herein referred to as NextWaveSTEM or the Licensor)

The Site: The facility, School using the Curriculum listed on your Sales Agreement.

The Site Address: The address where the Curriculum will be implemented and is listed on your Sales Agreement.

The Curriculum: Collectively, all versions and formats of the NextWaveSTEM materials (teacher guides, student workbooks, resource files, training manuals), pamphlets, or other publications or documents prepared by or on behalf of NextWaveSTEM, LLC.

Equipment Bundle: The hardware and other accompanying materials and equipment required to be purchased to go along with the Curriculum.

Sales Agreement: An agreement which will shall be incorporated hereto by attachment and reference and includes any and all negotiated and dickered terms with respect to the total Agreement.

Authorized Users(s): Any person at the Site who has received Teacher Training by NextWaveSTEM.

I. ACKNOWLEDGMENT

a. The Licensee acknowledges the Curriculum is licensed, not sold for use only under the terms and conditions of this license. If Licensee does not agree to the terms of this License, Licensee must not install, download, access, or use any of the Curriculum, and Licensee must promptly return the Curriculum and this Proof of Licensee to where it was obtained or from whom it was obtained.
b. The Licensee acknowledges the site address or other identification set forth on the License is correct.

 II. AUTHORIZED USERS

a. The Curriculum may be used by the Licensee only at the Site Address on the Sales and License Agreement. If the Licensee has more than one location, such as a school district with many schools or a company with multiple learning centers, and wishes to use the Curriculum at these locations, then they must purchase a License for each location and training for Authorized User(s) at each Site.

b. The Curriculum is limited to use by Authorized User(s) and enrolled or assigned students of the Authorized User(s) and may not be used by all enrolled students or employees of Licensee, at the site address. Temporary employees, contractors, and consultants of Licensee who work on-site at Licensee’s facilities may also use the Curriculum in connection with the operation of Licensee’s day to day operations if they are working together with an Authorized User or if they have also received Teacher Training by NextWaveSTEM. Any copies of the Curriculum used by temporary employees, contractors and consultants must be removed from such individual’s computers once they cease working at Licensee’s facilities.

c. Licensee will use commercially reasonable efforts to restrict network or any other access to the Curriculum by anyone outside of the Licensee’s facilities who is not authorized to use the Curriculum.

 III. TERMS OF USE

a. Upon payment of all applicable fees and subject to the terms of this License, NextWaveSTEM grants to Licensee a non-exclusive, one (1) year license (unless terminated under Section 8), non-transferable license to use the Curriculum at the Licensee’s Site.
b. NextWaveSTEM has provided Licensee with a unique License Key identified on the License. It is the Licensee’s proof of license to use the Curriculum, and it may be required for reorders, package add-ons, and support services. This information must be kept confidential.
c. In some cases, NextWaveSTEM has issued the Licensee a username and/or password to access the Curriculum or only given access to an Authorized Users’ email address. This information must be kept confidential.
d. Licensee has the right to print an unlimited number of teacher guides, student workbooks, and or other documents that are part of the Curriculum for use by Authorized Users.
e. Licensee is limited to the right to transfer the teacher guides, student workbooks, and or other documents that are part of the Curriculum to Authorized Users at the Site.
f. Licensee has the right to place the Curriculum onto a memory device, local computer, LAN server, or cloud-based server for the purpose of distributing files for use by Authorized Users at the Site. Posting files in the public domain or otherwise on the Internet is prohibited.
g. Authorized Users (other than students) may also user the Curriculum on Licensee’s desktop, personal computing, or other portable devices which, on a temporary basis, are away from the Licensee’s facilities provided that it is for the purpose of using the Curriculum at the Site.
h. Files provided as part of the Curriculum may be customized for the purpose of meeting the Site’s objectives, on the understanding that copyright information is clearly displayed within all files and the copyright remains with NextWaveSTEM.
i. Licensee shall be solely responsible for all expenses incurred in the printing, distribution, and implementation of the Curriculum by Licensee.
j. Licensee shall be the sole owner and solely responsible for any hardware provided in the Equipment Bundle. If any item provided in the bundle should have a warranty it is the responsibility of the Licensee to register such warranty. Licensee understands that Licensor has no control or responsibility over the hardware included in the Equipment Bundle.
k. Licensee may make one copies of the Curriculum for the sole purpose of creating a backup file but may not share or distribute those file(s) to un-authorized user(s).
IV. OWNERSHIP
a. Licensee owns the media on which the Curriculum is recorded or fixed, but Licensee acknowledges that NextWaveSTEM retains ownership of the Curriculum itself and Licensee shall grant NextWaveSTEM a perpetual, world-wide, royalty free license to any derivative works created by Licensee through use of the Curriculum and/or Equipment Bundle. NextWaveSTEM reserves the rights not expressly granted to Licensee. The rights granted are limited to NextWaveSTEM’s intellectual property rights in the Curriculum and do not include any other patents or intellectual property rights, in particular with respect to third-party applications and/or equipment.

 

V. LIMITED WARRANTY AND LIABILITY

a. All reasonable precautions have been taken in the preparation of the Curriculum, including both technical and non-technical proofing. NextWaveSTEM and all staff, and or authorized reseller/agent, assume no responsibility for any errors or omissions.

b. NextWaveSTEM and or an authorized reseller/agent shall not be responsible for any direct, incidental, or consequential damages arising from the use of the Curriculum or Equipment Bundle. Licensee and third-parties are responsible for their own virus check and protection for all files supplied by NextWaveSTEM and or an authorized reseller/agent.

c. NextWaveSTEM warrants for a period of ninety (90) days from the date of purchase of the License that the Curriculum as provided by NextWaveSTEM will be in accordance with the accompanying documentation.

d. NextWaveSTEM’s entire liability and Licensee’s sole exclusive remedy for any breach of the foregoing limited warrant will be, at NextWaveSTEM’s option, replacement of the Curriculum, or refund of the Curriculum subscription fee only, limited to the amount of the fee either not yet paid or months following cancellation. Refunds shall not apply to or include the cost of the Equipment Bundle and Training.

e. NextWaveSTEM will not be liable for any damages for interruption in service or access to curriculum materials should the interruption be the result of any third-party. NextWaveSTEM will work to restore service and/or access as quickly as reasonably possible. Alternatively, NextWaveSTEM will find a replacement for any third-party service, materials, or equipment, or curriculum materials. Licensee will be responsible for any costs or fees associated with any replacement service or equipment.

f. No refund will be given in the event of inadequate hardware or network systems at the Licensee’s Site resulting in the inability to utilize the Curriculum.

g. No refund will be given in the event Authorized Users lack the knowledge for implementing the Curriculum as they will be provided training and have the opportunity to add-on Additional Teacher Training.

h. On the Commencement Date, Licensee warrants and represents that it has adequate internet connectivity and technological hardware to utilize the Curriculum. No refund will be given in the event there is inadequate Internet connection or technological hardware at the Licensee’s Site resulting in the inability to download or stream files from the Internet.

i. No refund will be given in the event of inadequate printing facilities at the Licensee’s Site resulting in the inability to print the Curriculum whenever necessary.

 VI. RESTRICTIONS

a. Distance learning is prohibited. This restriction applies to

               the use of the internet, intranet, and CD-ROM/DVDs.

b. The Licensee may not sell, lend, lease, rent, assign, or transfer the Curriculum to another party in any form.

c. The Licensee may not translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof. If Licensee should translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof, Licensee agrees to assign any rights to the derivative works to NextWaveSTEM.

d. The Licensee may not circumvent security features that protect the copyright holder, NextWaveSTEM.

e. The Licensee may not use or export the Curriculum to another country.

f. The Licensee is strictly forbidden from posting the Curriculum in any format which makes it accessible to non-authorized users.

 

VII. SUPPORT & TRAINING SERVICES

a. NextWaveSTEM agrees to provide the Licensee with curriculum support services for Licensee’s use of the Curriculum under this License for one (1) year from the date of issue. Licensee may order additional curriculum support or training services then offered by NextWaveSTEM.
b. NextWaveSTEM reserves the right to retire parts of its Curriculum. Retired parts of the Curriculum are not eligible for support services.
c. To obtain curriculum support services for any Curriculum supplied by NextWaveSTEM and or any authorized reseller/agent the Licensee must have a License Key.
d. At its sole discretion, NextWaveSTEM may provide technical support for the Curriculum to the Licensee. NextWaveSTEM shall not be obligated to provide technical support for the Curriculum to ensure the proper operations or compatibility of the Curriculum with any software or hardware including hardware included in the Equipment Bundle.

 VII. TERM AND TERMINATION

a. This Licensing Agreement shall continue for the Term as agreed to in your Sales Agreement and will automatically renew for a full additional term unless sixty (60) days’ notice is provided by Licensee expressing the intent to not renew. However, it will terminate if the Licensee fails to comply with any of its terms and conditions and Licensee will remain liable for the fees for the remainder of the Term of the License as well as any other damages that Licensor may occur as a result of Licensee’s failure to comply.

b. If any breach of this License by Licensee occurs, NextWaveSTEM may terminate this License, whereupon the License and all rights granted to Licensee herein shall immediately cease.

c. The Licensee agrees, upon termination, to destroy any printed Curriculum, delate all Curriculum files from computers, and return all digital copies of the Curriculum to NextWaveSTEM and or an authorized reseller/agent.

d. Customer will be responsible for the cost of any continued use of any third-party products following such termination. Upon termination, NextWaveSTEM will destroy any PII of students provided to NextWaveSTEM hereunder. Notwithstanding the foregoing, nothing shall require NextWaveSTEM to return or destroy any data that does not include PII, including de-identified information or data that is derived from access to PII but which does not contain PII.

 

IX. SAMPLE OR OVERVIEW CURRICULUM VERSIONS

    If the version of Curriculum is marked as SAMPLE, SAMPLE ONLY, OVERVIEW (or similar), then it should not be used as part of a course or without an executed License Agreement and is made available purely for review and consideration. This is to give the opportunity to preview the Curriculum, prior to making a purchasing decision. Sample versions may not be re-sold to a third party.

     

    X. STUDENT DATA

      The parties acknowledge and agree that Customer is subject to federal and local laws relating to the protection of personally identifiable information of students (“PII”), for example, the Family Educational Rights and Privacy Act (“FERPA”), and that NextWaveSTEM may be obtaining such PII as a “school official” under Section 99.31 of FERPA for the purpose of providing the Products hereunder. Subject to the terms and conditions of this Agreement, NextWaveSTEM will not take any action to cause Licensee to be out of compliance with FERPA or applicable state laws relating to PII.

      XI. GENERAL TERMS
      a. Licensing Curriculum from NextWaveSTEM and or an authorized reseller/agent indicates the Licensees acceptance of these terms and restrictions and any violation will be prosecuted to the full extent of local law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

        b. If any provision of this License Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable such provisions shall be severed from the Licensing Agreement, however, the other provisions shall remain in full force and effect.

        c. All trademarks and copyrights acknowledged.

        d. No documentation provided by NextWaveSTEM and or an authorized reseller/agent may be copied without written permission from NextWaveSTEM unless produced under the terms of the License.

        e. NextWaveSTEM reserves the right to alter licensing conditions at any time, without prior notice. No terms or conditions will affect the Licensee’s rights as defined under the laws of the State of Illinois. However, should licensing conditions be altered, NextWaveSTEM will make commercially reasonable efforts via electronic mail to notify Licensee of changes within a reasonable timeframe.

        f. This Agreement may only be amended by a document in writing signed by a duly authorized signatory of each party.

        g. The parties shall execute all further documents, including any Sales Agreement, as may be necessary or desirable to give full effect to the terms of this Agreement and to protect the rights of the parties under it.

        h. This Agreement and any other document(s) referred to in it, constitute the entire Agreement and understanding of the parties and supersede any previous Agreement between the parties relating to the subject matter of this agreement.

        i. Each of the parties acknowledges and agrees that, in entering into this Agreement and the document(s) referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty or representation. The only remedy available to it for breach of such warranties or representations shall be for breach of contract under the terms.

        j. No waiver by either of the party’s obligations under this Agreement shall be deemed effective unless made in writing, nor shall any waiver in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by either party of its obligations.

        k. This Agreement shall be governed by the laws of the State of Illinois and the parties exclusively submit to the jurisdiction of the City of Chicago in Cook County, Illinois.

        l. In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable or illegal, the remaining provisions shall continue to apply.

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