Please read Carefully. By clicking the accept button, I accept and agree to abide by the terms of this Copyright License Agreement. By clicking “I accept” button or by downloading, installing, or using the Material, you have indicated that you understand the terms of this Agreement, and accept all the terms of this agreement. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept the terms of this Agreement, then Core Performance Concepts, is unwilling to license the Material to you, and you must return the Material to the place of purchase. By also accepting, you are providing Core Performance Concepts. Inc. the right to use your name/trademark/corporate logo on Core Performance Concepts, Inc.’s marketing materials.
COPYRIGHT LICENSE AGREEMENT
THIS COPYRIGHT LICENSE AGREEMENT ("Agreement") is hereby entered into by and between Core Performance Concepts Inc. ("Licensor"), a Florida corporation, with offices at 301 W. Platt St. #174, Tampa, Florida 33606 and you (“Licensee” or “you”). Licensor and Licensee are sometimes referred to herein individually as "Party" or collectively as the "Parties."
WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in the Participant Material and the Instructor Material, which you have chosen to purchase, which products may include without limitation any one or more of the following: 1) Right to use all related CPC Materials through License term; 2) Unlimited offering of the licensed course during License term; 3) One full set of course Instructor and Participant Materials including: a) PowerPoint presentation materials in PDF format; b) Instructor guide in PDF format; c) Student participant guide spiral bound print copy (where applicable); d) Published textbook (where applicable); e) Access to online testing center (where applicable); f) Downloadable student handouts (where applicable); g) Other downloadable reference materials and training guides (where applicable),(Participant Material and Instructor Material collectively referred to herein as the “Material”);
WHEREAS, Licensor owns all rights in and to the Material and retains all rights to the Material that are not transferred herein, and retains all common law copyrights and all federal copyrights that have been, or that may be granted by the Library of Congress;
WHEREAS, Licensor has the exclusive right to license others to produce, copy, make, or sell the Material;
WHEREAS, Licensee wants to obtain, and Licensor has agreed to grant, a license authorizing the use of the Material by Licensee subject to the terms and conditions of this Agreement; and
WHEREAS, Licensee and Licensor are duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Grant of License.
a. Participant Material. During the term hereof, Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable license to exercise the rights in Participant Material, in any and all media (including but not limited to electronic, print, video, audio, and any other technology now known or that may be developed in the future), as follows:
1) To conduct a face-to-face training program; and
2) To distribute copies of Participant Material to participants in the training program.
b. Instructor Material. During the term hereof, Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable license to exercise the rights in Instructor Material, in any and all media (including but not limited to electronic, print, video, audio, and any other technology now known or that may be developed in the future), as follows:
1) To conduct training program only; and
2) To use Instructor Material in presentation of the training program; and
3) To distribute copies of Instructor Material ONLY to training program instructors approved by Licensee.
c. Corporate Logo. Licensee hereby grants to Licensor right to use Licensee’s organization logo in Licensor’s marketing materials and on its website reflecting that Licensee is a customer of Licensor.
2. Ownership and Use of Material.
Licensor shall remain the sole owner of the copyrights in the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyrights in the Material. Licensee hereby acknowledges and agrees that the rights granted to and obtained by Licensee as a result of or in connection with this Agreement are license rights only and that nothing contained in this Agreement constitutes or shall be construed to be an assignment or exclusive license of any or all of Licensor’s rights in the Material. Licensee may not make any other use of the Material other than those authorized above without prior written approval from Licensor.
The license granted in Section 1 above is expressly made subject to and limited by the following restrictions:
a. Limited Use. The permissions granted to Licensee under this Agreement apply only to the uses and purposes stated herein and Licensee may distribute, publicly display, publicly perform, or use in any advertising the Material only under the terms of this Agreement. Licensee may not sublicense the Material. Any use that is inconsistent with the limited license provided hereunder shall be a violation of Licensor’s copyright and subject to copyright law.
b. No Modification. LICENSEE SHALL NOT CREATE ELECTRONIC, ONLINE, OR WEB-BASED WORKS FROM, POST ON A WEBSITE, modify, copy, create derivative works from, distribute, transmit, display, perform, reproduce, publish, license, sublicense, transfer, assign, rent, sell, or otherwise convey the material obtained from the Licensor in any way not specifically granted in Section 1 above without the prior written consent of Licensor.
4. Updated Versions.
Material may be updated from time to time at Licensor’s discretion ("Updated Versions"). Nothing in this Agreement entitles Licensee to receive Updated Versions, support, maintenance, updates, upgrades, content revisions, or new versions of the Material. Core Performance Concepts specifically reserves the right to cease production of Materials and Updated Versions at any time, without notice in its sole discretion. When an Updated Version is released and available for use, all other prior Material shall be deemed obsolete and Licensor shall have no duty whatsoever to support or make prior Material available to Licensee. It is Licensee’s sole duty to ensure that Licensee is relying on Updated Versions and current Material.
Licensor shall provide the Material to Licensee in the following manner:
a. Media. Copies of the Material shall be provided to Licensee in book form, other physical media (e.g., digital video, disk, CD Rom, digital tape), other electronic media (e.g., electronic file transfer or otherwise), and/or phone or other electronic means (e.g., email, instant message, private network, social networking sites). Unless otherwise stated, Licensee shall be responsible for any installation of Material on computer systems provided by Licensee.
b. Acceptance. Material shall be deemed accepted by Licensee unless Licensee notifies Licensor in writing of a material defect in the Material within thirty (30) business days after delivery and commencement of License.
The term of this Agreement shall begin on the date of your acceptance to this Agreement and shall continue in full force until the next version update from the date of your acceptance of this Agreement, unless terminated earlier in accordance with Section 14 ("Term").
7. Fee and Payment.
a. Fee for On Site Course License. Licensee shall pay Licensor a license fee of $495.00 for each course licensed, which fee grants Licensee the license for an unlimited right to use the Material you purchased during the Term of this Agreement, subject to all terms of this Agreement. Specifically, the payment of the fee shall give the Licensee:
1) Right to use all related CPC Materials through License term
2) Unlimited offering of the licensed course during License term
3) One full set of course Instructor and Participant Materials including:
a. PowerPoint presentation materials in PDF format
b. Instructor guide in PDF format
c. Student participant guide spiral bound print copy (where applicable)
d. Published textbook (where applicable)
e. Access to online testing center (where applicable)
f. Downloadable student handouts (where applicable)
g. Other downloadable reference materials and training guides (where applicable)
b. Additional Costs. In addition to the License Fee, Licensee shall pay the Licensor any and all applicable taxes, shipping, and handling fees, applicable to the sale of the License and all Participant Material ordered. Licensor may designate a third-party service to be used by Licensee to directly order and pay for Material.
c. Payment. All License Fees and costs must be paid in full to Licensor prior to shipment or delivery of Material.
8. Student Materials.
Student Materials shall be purchased directly from Core Performance Concepts, Inc.’s website: http://marketplace.mimeo.com/cpc
9. No Assignment.
Licensee hereby acknowledges and agrees that the rights granted to and obtained by Licensee as a result of or in connection with this Agreement are license rights only and are for the benefit of Licensee and that nothing contained in this Agreement constitutes or shall be construed to be an assignment or exclusive license of any or all of Licensor’s rights in the Material.
10. Transfer of License.
This License is non-transferrable and non-assignable. Neither this Agreement, nor any right, license or obligation hereunder, may be transferred, assigned, delegated, sublicensed, relocated or moved to another person, place or machine, in whole or in part and any attempt to the contrary shall be void and of no legal effect.
11. Confidential & Proprietary Information.
a. Acknowledgment. Licensee hereby acknowledges that the Material contains certain valuable confidential and proprietary information (hereinafter referred to as "Confidential & Proprietary Information") belonging exclusively to Licensor or such third party as may be identified on the Material or applicable Documentation.
b. Definition. Confidential & Proprietary Information hereunder shall include, but not be limited to, information, trade secrets, copyrighted matter, patented or unpatented inventions, know-how, formulae, processes, systems, hardware, software, data, concepts, designs, sketches, photographs, configurations, schedules, costs, pricing information, performance features, specifications, flowcharts, plans, methods, processes, techniques, drawings, tables, calculations, documents or other paper work, reports, studies, findings, business and market plans, dealings, arrangements, objectives, locations, customer information, accounting information, commercial plans, new products and samples, and license fees and material prices.
c. Identification. Any Confidential & Proprietary Information shall include the appropriate copyright and/or trademark. Confidential Information does not include: (i) information already known or independently developed by Licensee outside the scope of this relationship by personnel not having access to any Confidential & Proprietary Information; (ii) information in the public domain through no wrongful act of Licensee, or (iii) information received by Licensee from a third party who was free to disclose it.
d. Covenant. With respect to the Confidential & Proprietary Information, and except as expressly authorized herein, Licensee hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose such Confidential & Proprietary Information to any person or entity, except to its own employees having a "need to know" (and who themselves are bound by similar nondisclosure restrictions), and to such other recipients as the Licensor may approve in writing; provided that all such recipients shall have first executed a confidentiality agreement in a form acceptable to Licensor. NEITHER LICENSEE NOR ANY RECIPIENT SHALL: (i) ALTER OR REMOVE FROM ANY MATERIAL OR ASSOCIATED DOCUMENTATION ANY PROPRIETARY, COPYRIGHT, TRADEMARK OR TRADE SECRET LEGEND, or (ii) attempt to decompile, disassemble or reverse engineer the Material or other Confidential & Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by Licensor). Licensee and its personnel shall use at least the same degree of care in safeguarding Confidential & Proprietary Information as it uses in safeguarding its own confidential information, but in no event, shall less than due diligence and care be exercised. Upon termination, Licensee shall return or destroy (at the request of, and in the sole discretion of, the Licensor) all Confidential & Proprietary Information in its possession or control and cease all further use thereof.
e. Injunctive Relief. Licensee acknowledges that violation of the provisions of this Section would cause irreparable harm to Licensor not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions. In addition to other relief, Licensee agrees to pay to Licensor $500.00 as liquidated damages upon violation of the provisions of this Section by Licensee.
12. Representations & Warranties.
a. Licensee represents and warrants as follows:
1) He has full power, authority, and right to perform its obligations under the Agreement; and
2) This Agreement is a legal, valid, and binding obligation of Licensee, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies); and
3) Entering into this Agreement will not violate the charter or bylaws of Licensee nor any material contract to which that Licensee is also a party.
b. Licensor hereby represents and warrants as follows:
1) It is the sole and exclusive owner of the copyright in the Material, and owns, or has the right to license, all right, title, and interest in and to the Material; and
2) It has the legal authority to grant Licensee the license for use of the Material as specified in this Agreement, and that no other person or entity is required to give its consent for the license to be valid; and
3) The Material is original, is not in the public domain, is not plagiarized, and does not contain anything that is libelous or obscene; and
4) It is not aware of any violation, infringement, or misappropriation of any third party’s rights or any claims of rights (including existing intellectual property rights, rights of privacy, or any other rights) by the Material; and
5) It is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this Agreement.
Subject to the limitations and restrictions of Florida law applicable to state entities, each Party shall indemnify and hold the other harmless from liability for bodily injury, death and tangible property damage resulting from the negligent or willfully injurious acts or omissions of its officers, agents, employees or representatives acting within the scope of their work. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out of any breach of Licensor’s warranties set forth in Section 11 (“Representations & Warranties”) above. Licensee agrees to indemnify and hold harmless Licensor from any claims, suits, damages, actions or other costs, including reasonable attorney’s fees and costs arising out of Licensees breach of this Agreement.
14. Limitation of Remedies & Liabilities.
Subject to the exclusion of the indemnification obligations set forth in Section 12, the parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk:
a. Remedies. Licensee's sole and exclusive remedies for Licensor's default hereunder shall be return the Material within 30 days of purchase.
b. Liabilities. Licensor shall not be liable for any amount exceeding the total portion of the contract price actually paid by Licensee. In no event shall Licensor be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings, lost profit or business interruption even if Licensor is notified in advance of such possibility) arising out of or pertaining to the subject matter of this Agreement.
a. Licensor shall have the right to terminate this Agreement immediately if Licensee materially breaches a material provision, term, or condition under this Agreement.
b. In order to terminate this Agreement pursuant to Subsection (a) above, Licensor must provide written notice to Licensee within thirty (30) days of the date of termination stating Licensor’s intent to terminate and the intended date of termination.
c. In the event that this Agreement is terminated pursuant to this Section 14, Licensee shall cease using the Material in the course of Licensee’s business as soon as is commercially feasible.
16. Disputes and Choice of Law.
The Parties agree that all disputes between them shall first be subject to the procedures in Section 14 ("Termination") and then shall be submitted for informal resolution to their respective chief executive officers. Any remaining dispute shall be submitted to a single arbitrator who shall be a former judge or attorney having experience in similar disputes. The proceedings shall be conducted pursuant to the Streamlined Arbitration Rules and Procedures and the U.S. Arbitration Act, 9th U.S.C. Sec. 1 et seq. (“Arbitration Act”). The award of the arbitrator shall include a written explanation of the decision, shall be limited to remedies otherwise available in court and shall be binding upon the Parties and enforceable in any court of competent jurisdiction. The prevailing Party shall be entitled to receive from the other Party all costs and fees, including attorney’s fees, incurred relating to this arbitration. This Agreement shall be governed by and construed in accordance with the substantive laws of the United States and Florida, with venue for all disputes and matters being in Hillsborough County, Florida.
17. Successors and Assigns.
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties.
18. No Agency Relationship.
This Agreement creates a licensor-licensee relationship between the Parties. Nothing in this Agreement shall be construed to establish a joint venture, agency, or partnership relationship between the Parties.
19. Notices, Contact, and Billing Information.
Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be effective when delivered in person, or one (1) day after being transmitted by email or other electronic medium, or one (1) day after being transmitted by fax machine, or one (1) day after being sent by overnight courier, or three (3) days after being sent by first class mail postage prepaid, to the address listed below or such other address as such party may designate from time-to-time. The billing and mailing information Licensee provides at the time of purchase shall be deemed the due and proper address for all notices due hereunder. It shall be Licensee’s sole duty to update contact and notice information. Licensor shall be deemed to have duly given notice if notice is delivered to the electronic address provided by Licensee at the time of purchase of the Material. if notices are sent to the contact address identified in the purchase of Material.
If to Licensor:
Core Performance Concepts Inc.
301 W. Platt Street #174
Tampa, FL 33606
If to Licensee:
Your name, address, and email address provided with the purchase of the Material.
For purposes of this Agreement, a facsimile of this Agreement and notices generated in good form by use of a facsimile, or other electronic medium shall have the same force and effect as an original and shall be treated as “original" documents admissible into evidence unless a document's authenticity is genuinely placed in question.
20. Export Law.
Licensee agrees to comply fully with all U.S. and other applicable export laws and regulations to ensure that neither the Material nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
22. Counterparts/Electronic Signatures.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
24. Entire Agreement.
This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.
25. Contact Information.
If you have any questions regarding this Agreement, you may contact Core Performance Concepts at firstname.lastname@example.org.
IN WITNESS WHEREOF, for adequate consideration, clicking accept to this Agreement and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.