This is a License Agreement ("Agreement") between your school, school district, non-profit organization or yourself (hereinafter referred to as "Licensee" or "you" in this Agreement) and the University of Iowa Research Foundation (referred to as "Licensor" in this Agreement) for pedagogical use of the innovation and entrepreneurship curriculum and digital portfolio designed by The University of Iowa’s Jacobson Institute for Youth Entrepreneurship titled “STEM Innovator” (hereinafter referred to as “CURRICULUM”). All rights not specifically granted to you in this Agreement are reserved to Licensor.
BY CLICKING THE "I AGREE" BUTTON BELOW, YOU AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU CLICK "I DO NOT AGREE" AND YOU WILL NOT BE PROVIDED ACCESS TO CURRICULUM.
OWNERSHIP, COPYRIGHT: The CURRICULUM is owned by Licensor and is protected by United States copyright laws and applicable international treaties and/or conventions. Licensee acknowledges that the CURRICULM is proprietary to Licensor, and Licensee agrees use CURRICULUM only in accordance with the terms of this Agreement.
GRANT OF LICENSE: Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the CURRICULUM for teaching purposes only, pursuant to the terms and conditions of this Agreement. As used in this Agreement, the term "CURRICULUM" means the actual copy of all or any portion of the content contained within CURRICULUM (“Licensed Materials”) made accessible to Licensee by Licensor pursuant to this Agreement, including updates subsequently supplied by Licensor.
PAYMENTS. In consideration of the GRANT OF LICENSE, Licensee shall pay to Licensor a non-refundable license fee of _0_ USD ($) payable within ninety (90) days after agreeing to the terms of the License Agreement. All of Licensee’s rights under this Agreement are conditioned upon Licensee’s payment to Licensor of the relevant license fee.
PERMITTED USES; FEEDBACK: The CURRICULUM may be used solely for your own teaching purposes, and only at a single education site. Licensee may modify CURRICULUM to meet its own needs (MODIFIED CURRICULUM), and may use any portion of the Licensed Materials in the preparation of related Course Packs for classroom use. Licensor is not obligated to implement any suggestions and/or feedback you might provide regarding the CURRICULUM, but to the extent Licensor does so, you are not entitled to any compensation and agree to assign any such copyright interest to Licensor.
USES NOT PERMITTED: You may not distribute, sell, rent, loan, lease, sublicense, or otherwise transfer in whole or in part, or provide third parties access to CURRICULUM, or MODIFIED CURRICULUM. You may not copy CURRICULUM except for purpose set forth in Grant of License. You have not been granted any trademark license as part of this Agreement and may not use the name or mark "STEM Innovator” "The University of Iowa" "Jacobson Institute for Youth Entrepreneurship" "Jacobson Institute" or any renditions thereof without the prior written permission of Licensor. Further, you may not remove, obscure or alter the copyright marking when making any copies of CURRICULUM or MODIFIED CURRICULUM. You may not translate CURRICULUM.
AUTHORIZED USERS: Full and part time employees (including faculty, staff, and independent contractors), and students of Licensee.
AMOUNT OF AUTHORIZED USE: Subject to the terms of this Agreement, Licensee and its Authorized Users shall have unlimited access to the Licensed Materials during the Term of this Agreement.
ASSIGNMENT: You may not assign this Agreement or your rights hereunder without the prior written consent of Licensor. Any attempted assignment without such consent shall be null and void.
TERM: The term of the license granted by this Agreement is from Licensee's acceptance of this Agreement by clicking "I Agree" below for a period of 1 year from July 1 – June 30, or until terminated as provided below. Licenses are renewable on an annual basis for an additional license fee. Teachers will be contacted each spring to renew their license.
TERMINATION: The Agreement automatically terminates without notice if you fail to comply with any provision of this Agreement, including failure to pay the licensee fee. Licensee may terminate this Agreement by written notice that Licensee will cease using the CURRICULUM. Upon any termination of this Agreement; Licensee must cease using the CURRICULUM and must destroy any and all copies of the CURRICULUM. You agree that all provisions which operate to protect the proprietary rights of Licensor shall remain in force and, as such, survive the term of the Agreement.
DISCLAIMER OF WARRANTIES: THE CURRICULUM IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT USE OF THE CURRICULUM WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT. FURTHER, LICENSEE BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE CURRICULUM.
SUPPORT AND MAINTENANCE: No support, installation, or training by the Licensor is provided as part of this Agreement.
LIMITATION OF LIABILITY: EXCEPT TO THE EXTENT PROHIBITED BY LAW, LICENSEE ASSUMES ALL LIABILITY FOR DAMAGES WHICH MAY ARISE FROM ITS USE OF AND/OR INABILITY TO USE THE CURRICULUM. LICENSOR WILL NOT BE LIABLE TO LICENSEE FOR ANY LOSS, CLAIM OR DEMAND MADE BY LICENSEE, OR MADE AGAINST LICENSEE BY ANY OTHER PARTY DUE TO OR ARISING FROM USE OF AND/OR INABILITY TO USE THE CURRICULUM BY LICENSEE EXCEPT TO THE EXTENT PERMITTED BY LAW WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSOR.
EXPORT REGULATION: Licensee may not export CURRICULUM in violation of this Agreement, U.S. or other applicable export control laws.
SEVERABILITY: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
NO IMPLIED WAIVERS: Failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be not construed as a waiver of any future or other exercise of such right or remedy by Licensor.
GOVERNING LAW: This Agreement shall be construed and enforced in accordance with the laws of the State of Iowa without reference to conflict of laws principles. FORCE MAJEURE: Neither party shall be liable for any failure of delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by, without limitation, Acts of God, natural disasters, government restrictions (including denial or cancellation or any export or other necessary license), wars, insurrections, riots and/or any other cause beyond the reasonable control of, and without the fault or negligence of , the party whose performance is affected.
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.
ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between Licensee and Licensor as to the matters set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.