INSTITUTIONAL COMPLIANCE SOLUTIONS LICENSE AGREEMENT
This License Agreement (this “Agreement”) is effective as of the date of execution (the “Effective Date”) between Institutional Compliance Solutions, LLC and School(“School”). (“ICS”) and ICS and School agree as follows:
- ICS Materials Defined. The “ICS Materials” that are the subject of this Agreement include images, documents, recordings, course materials, materials, worksheets, graphics, databases, design, layout and all other information and intellectual property related to training in accordance with Title IX of the Education Amendments of 1972, 20 U.S.C. 1681 et seq, as amended (“Title IX”), in any format or medium.
- License Fee. School agrees to pay ICS a license fee (“License Fee”) for the rights granted to School in this Agreement.
- One-Year Limited License Grant to School. After ICS has received payment of the License Fee in full, and so long as School credits authorship of the ICS materials to ICS and complies with all of the terms of this Agreement, ICS grants to School a limited, non-exclusive, non-transferable, non-sublicensable license to use, copy, display, perform, and distribute copies of the ICS Materials for one year from the date the ICS Materials are provided to School (the “License”). School may not modify or create derivative works from the ICS Materials without the prior written consent of ICS. This License does not permit School to earn revenues from the exercise of any of these rights. School may not use, sell, copy, display, or distribute the ICS Materials for any purpose other than those described above.
- Title IX Compliance. This License permits School to post on its website ICS Materials that have been used to train School’s Title IX personnel, only to the extent necessary to comply with Title IX.
- Ownership of Intellectual Property and Other Rights in ICS Materials. ICS owns and retains all rights, title and interest in the ICS Materials, including without limitation any copyrights, trademarks, and the right to use, copy, display, perform, and distribute ICS Materials in any media on its own or offer the ICS Materials to third parties.
- No Assignment or Sublicense. School agrees it will not assign, sublicense, or otherwise transfer the ICS Materials or any of its rights under this Agreement, including without limitation the license granted herein, without the prior written consent of ICS, and any attempted assignment, sublicense or transfer shall be void.
- Unauthorized Use. School’s use of the ICS Materials other than that expressly authorized herein or by a separate written assignment, is not permitted (“Unauthorized Use”). School agrees to pay liquidated damages of $50,000 or five times the License Fee, whichever is greater, in the event of School’s Unauthorized Use. This is not a penalty but an agreed to liquidated damages charge for the Unauthorized Use.
- No Warranties; Limitation of Liability. THE ICS MATERIALS ARE BEING FURNISHED ASIS WITH ALL FAULTS, AND ICS SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ICS MATERIALS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ICS’S TOTAL LIABILITY UNDER THIS AGREEMENT ARISING FROM SCHOOL’S USE OF THE ICS MATERIALS SHALL BE LIMITED TO THE LICENSE FEE. SCHOOL AGREES THAT THE LICENSE IS GRANTED WITHOUT ANY OTHER WARRANTY OR RECOURSE.
- Release. School releases, covenants not to sue, and holds ICS, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, representatives, successors and assigns (collectively “ICS Releasees”) harmless for any and all liability to School, its subsidiaries, affiliated companies, owners, members, managers, directors, officers, past and present employees, agents, representatives, successors and assigns (“School Parties”) for any and all claims, causes of action, obligations, lawsuits, charges, complaints, controversies, liability, damages, costs or expenses of whatsoever kind, nature, or description, whether known or unknown, arising out of or connected with this Agreement or the ICS Materials.
- Termination. ICS may immediately terminate this Agreement in the event of an Unauthorized Use or upon any other breach of this Agreement by School.
- Renewal. This Agreement shall automatically renew and be extended from year to year unless terminated by either party by written notice.
- Legal Disputes. In the event either party is required to make a claim arising out of or related to this Agreement, whether informally, in any state or federal court, mediation, or arbitration proceeding, the prevailing party will be entitled to recover its full attorneys’ fees and costs.
- General Provisions. This Agreement constitutes the entire and only agreement between ICS and School regarding the License and all other prior negotiations, agreements, representations and understandings, including but not limited to any verbal agreements, are superseded hereby. Any modification to this Agreement must be in writing, executed by both parties. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. In the event any provision, or any portion of any provision, of this Agreement is held invalid, void, or unenforceable, the other provisions of this Agreement, and the remaining portion of said provision, shall not be affected thereby and shall continue in full force and effect. This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
By signing below, School and ICS agree to all of the terms above.