END USER LICENSE AGREEMENT
- Licensor is the owner and developer of certain comprehensive training and educational programs (known as the Guardian Learning Center), related Documentation, and Enhancements which are designed to educate about and to combat human sex trafficking (the “Guardian Program”).
- Licensor is the owner and developer of a certain certification program known as the Guardian Seal (the “Guardian Seal”).
- Pursuant to the terms and conditions of this License Agreement (“Agreement”), Licensee desires to license the Guardian Program from Licensor for the purpose of training and educating Licensee’s employees and Licensor desires to license the Guardian Program to Licensee for that purpose.
- Grant of License
Licensor hereby grants Licensee a non-exclusive and non-transferable license to use the Guardian Program for Licensee’s internal training and education of its employees. Licensee’s internal training and education is limited to training and education provided by Licensee’s employees to its other employees. Licensee may not use the Guardian Program except as expressly permitted in this Agreement. Upon Licensee’s completion of the Guardian Silver Seal Training, the requirements of the Guardian Seal, and receipt of certification of completion, Licensor hereby grants Licensee permission to display the Guardian Seal subject to the display requirements and restrictions as provided by Licensor and for a display period of [one] year.
- Option to Extend
Except to the extent (if any) otherwise provided in this Agreement, Licensee may extend the term of this Agreement (subject to the “Termination” section below), on the same terms and conditions as in effect just before the then-current end of the term, for [one] year by providing Annual Renewal Fee to Licensor.
- License Restrictions
The License is subject to the following restrictions:
- The Guardian Program shall in all cases remain the property of Licensor.
- Licensee shall not use any information, content, or material in the Guardian Program to create any program, content, or material whose expression is substantially similar to the Guardian Program. Licensor shall not infringe upon any copyright belonging to Licensor.
- Licensee may only reproduce and distribute the Guardian Program for the sole purpose of administrating the Guardian Silver Seal Training for internal training and educational purposes. All materials that are produced must include the following notice on the first page or inside cover: “© Guardian Group 2015. All rights reserved. All or portions of this material include copyrighted materials belonging to the Guardian Group.”
- Licensee shall not transfer, rent, lease, re-sell, sub-license, frame, re-publish or re-distribute the Guardian Program or any content thereof to any third party.
- Licensee shall not commercially exploit the Guardian Program or any material derived from or based on the Guardian Program.
- Licensee shall not reverse engineer, decompile, disassemble, decrypt, or decode the Guardian Program.
- The license granted in this Agreement is for a period of [one] year. Any prior license agreements or permissions to use, distribute, or reproduce any portions of previous versions of the Guardian Program are hereby terminated and superseded in the entirety by this Agreement.
- Title / Ownership
Licensor retains sole and exclusive title to and ownership of the Guardian Program as well as any and all intellectual property rights associated with the Guardian Program. The Guardian Program is protected by copyright law and other intellectual property laws.
The term of the License is for [one] year from the origination of this Agreement.
Licensor may terminate this Agreement immediately upon notice to Licensee in the event Licensee or any Licensee personnel uses, discloses or reproduces the Guardian Program in any manner not permitted by this Agreement. Licensor may also terminate this Agreement if the Licensee is in breach of any provision of this Agreement.
- Disclaimer of Warranty
Licensee acknowledges and agrees that its use of the Guardian Program is at its sole risk. The Guardian Program and all related documentation are provided “AS IS” and without warranty of any kind. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE GUARDIAN PROGRAM WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE GUARDIAN PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS THE GUARDIAN PROGRAM WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF GUARDIAN PROGRAM IS ASSUMED BY LICENSEE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR LICENSOR’S AGENTS OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
- Limitation of Liability
UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL LICENSOR, OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PERSONAL INFORMATION, AND THE LIKE) ARISING OUT OF TH USE AND RELIANCE UPON THE GUARDIAN PROGRAM OR RELATED DOCUMENTATION, EVEN IF LICENSOR OR LICENSOR’S AUTHORIZED REPRESENTATIVE HAS BE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION BY NOT APPLY TO LICENSEE. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILILITY TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY LICENSEE FOR THE GUARDIAN PROGRAM.
If for any reason, a court of competent jurisdiction finds any provision of this Agreement or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.