License Agreement

This LICENSE AGREEMENT governs Beyond Our Boundaries Virtual Tours course content (the “Work”) that you download.  Please read this Agreement carefully.  By clicking “I agree” or otherwise signifying your acceptance of this Agreement by downloading, copying, or using the Work, you are agreeing to be legally bound by this Agreement.

WHEREAS, Licensor is the owner of the Work (as defined below) and wishes to grant to Licensee a license under those rights, and Licensee wishes to obtain a license to the Work for the uses and purposes described herein, each subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions
   1. “Effective Date” the date which the Work is bought by the Licensee.
   2. “Licensor” Beyond Our Boundaries Virtual Tours, LLC owner of the work and an Ohio Limited Liability Company.
   3. “Licensee” the person or entity purchasing the Work, or under whose authority the Work is purchased.
   4. “Teacher” the educator authorized by the Licensee to use the purchased Work in a physical classroom for educational purposes, within the scope of this Agreement.
2. License.
   1. Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable license in the United States (the "Territory"), solely to use as an educational tool and create derivative works based on the Work. The "Work" is defined as an educational video, student worksheet handouts based upon the video, educator supplements, and lesson plans.
   2. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement. No use by Licensor of the Work in any medium or manner will be deemed to interfere with the limited permissions made to Licensee by Licensor herein.
3. Usage of the Work. Notwithstanding any other provision to the contrary contained in this Agreement:
   1. Copyright Notices. Licensee shall ensure that its use of the Work is marked with the appropriate copyright notices specified by Licensor in a prominent position in the order and manner provided by Licensor. Licensee shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions in the Territory. Licensee shall not use any copyright notices that conflict with, confuse, or negate the notices Licensor provides and requires hereunder.
   2. Trademark Notices. Licensee shall ensure that its use of the Work is marked with the appropriate trademark notices specified by Licensor in a prominent position in the order and manner provided by Licensor. Licensee shall abide by the trademark laws and what are considered to be sound practices for trademark notice provisions in the Territory. Licensee shall not use any trademark notices that conflict with, confuse, or negate the notices Licensor provides and requires hereunder.
   3. Recipient of License.License is owned by the purchasing school or school district (or individual).The license is only for the use of one teacher (or individual) for use in said teacher’s physical classroom.In the case of use by a school district, identification of the teacher using the license is not required.Multiple licenses are required if Work is to be used by more than one teacher.If circumstances arise where a teacher is presenting the Work to multiple classes, which are normally taught by a teacher that is not a recipient of the license, then written permission must be obtained from Licensor. (i.e. multiple small special education classes brought together to watch the video and complete the handouts)
   4. Display of Work.The license may only be used by one teacher in a physical classroom at a time.The video portion of the work may only be shown to one physical class at a time.It is forbidden to broadcast or place the video on a network server to be streamed by anyone other than the teacher for which the license was purchased, in a physical classroom.
   5. Reproduction of the Work.
      1. Copies of the Work are not to be reproduced, except as reasonably necessary for their intended purpose.
      2. Recipient teacher may make unlimited copies as reasonably necessary to use said handouts for their intended purpose, namely to execute the lesson plan(s) of the Work under the terms of this License Agreement.
   6. Modifications. Licensee may alter the lesson plans and handouts at the Recipient teacher’s discretion to adapt the lesson to a particular class.
4. Payment. As consideration in full for the rights granted herein, Licensee shall pay Licensor a one-time fee in an amount to be specified at checkout, andpayable by means specified at checkout.
5. Ownership and Protection.
   1. Acknowledgment of Ownership. Except for the licenses expressly granted to Licensee in this Agreement, Licensee acknowledges that all right, title, and interest in and to the Work, are owned by Licensor. If Licensee acquires any rights in the Work by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Licensor's rights in and to the Work.
   2. Protection of the Work.
      1. Notification. Licensee shall, at its sole expense, maintain any copies of the Work within Licensee's possession, custody, or control under conditions reasonably calculated to prevent unauthorized copying and shall take all then-available measures to protect and safeguard the Work. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Work; (ii) actual, suspected, or threatened claim that use of the Work infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Work may be subject.
      2. Actions. With respect to any of the matters listed in Section 5.2(a): (i) Licensor has exclusive control over, and conduct of, all claims and proceedings; (ii) Licensee shall provide Licensor with all assistance that Licensor may reasonably require in the conduct of any claims or proceedings; and (iii) Licensor shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.
6. Representations and Warranties.
   1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
      1. it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization;
      2. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
      3. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the party; and
      4. when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
   2. Licensor's Representations and Warranties. Licensor represents and warrants, solely to and for the benefit of Licensee, that it owns the Work in connection with Licensee's uses permitted hereunder in the Territory.
   3. Licensee's Representations and Warranties. Licensee represents and warrants that:
      1. Licensee will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Work or Licensor, or cause confusion as to the ownership of the Work; and
      2. The Licensee's use of the Work will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party or violate any applicable regulation or law.
   4. Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
7. Indemnification.
   1. Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, assigns, and licensees each an ("Indemnified Party") from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a "Third-Party Claim") relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder.
   2. Indemnification Procedure. The Indemnified Party shall promptly notify Licensee upon becoming aware of a Third-Party Claim under this Section 6. Licensee shall promptly assume control of the defense and investigation of such Third-Party Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with Licensee in connection therewith, in each case, at Licensee's sole cost and expense. The Indemnified Party may participate in the defense of such Third-Party Claim, with counsel of its own choosing and at its own cost and expense. Licensee shall not settle any such Third-Party Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without such Indemnified Party's prior written consent. Neither the Indemnified Party's failure to perform any obligation under this Section 7.2 nor any Indemnified Party's act or omission in the defense or settlement of any such Third-Party Claim will relieve Licensee of its obligations under this Section 7.2, except to the extent that Licensee can demonstrate that it has been materially prejudiced as a result thereof.
8. Term and Termination.
   1. Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier as provided herein, will remain in force in perpetuity. (the "Term").
   2. Licensor may terminate this Agreement on written notice to the Licensee if the Licensee materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.
   3. Effect of Termination. Upon the expiration or termination of this Agreement for any reason, all rights licensed under this Agreement will revert immediately to Licensor and Licensee shall cause to be inactivated and erased all digital copies of the Work in its control and possession and return or, at Licensor's written request, destroy, any tangible copies of the Work.
9. Remedies.
   1. Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
   2. Limitation of Liability. LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. General.
    1. Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
    2. Entire Agreement. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    3. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdictionAssignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Licensor. Any purported assignment or delegation in violation of this Section is null and void. Licensor may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    4. Choice of Law; Venue. This Agreement and all matters arising out of this Agreement are governed by the federal laws of the United States and the laws of the State of Ohio without giving effect to any conflict of laws provisions thereof. Either party may institute any legal suit, action, or proceeding arising out of this Agreement in the federal or state courts located in Akron, Ohio, and each party irrevocably submits to the jurisdiction of such courts in any legal suit, action, or proceeding.
    5. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever.
    6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
    7. Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
    8. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
    9. Attorneys' Fees. In the event that any claim, suit, action, or proceeding is instituted or commenced by either party hereto against the other party arising out of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
    10. Execution.This Agreement may be executed by the Licensee manifesting its assent to the terms hereof through clicking “I agree” or otherwise signifying its acceptance of this Agreement by downloading, copying, or using the Work.