The following terms and conditions are made effectivefrom the point of signing up for a free trial for the Safari S.P.I.C.E online tool and website.
Between EARLY CHILDHOOD DEVELOPMENT SUPPORT SERVICES (“Licensor”) and the end user ("Licensee")(Collectively the “Parties”)
A. The Licensor has created certain educational materials known as the Safari S.P.I.C.E. DEVELOPMENT RESOURCE that may be used within the early childhood development sector (collectively, the “Proprietary Materials”);
B. The Licensor wishes to support the mandate of the Licensee by providing the Licensee with access to the Proprietary Materials for purposes that are further defined in this License Agreement (the “Licensed Purposes”);
C. The Licensee desires access to the Proprietary Materials for the Licensed Purposes;
D. The Proprietary Materials licensed pursuant to this License Agreement shall include the items listed in Schedule “A” attached hereto and such further items as the Licensor may provide to the Licensee from time to time regardless of format.
NOW THEREFORE for valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows:
1.01 For the purposes of this Agreement, the following terms shall have the definitions set forth below:
(a) “Licensor” shall mean A New Dynamic Enterprise Inc.;
(b) “Licensee” shall mean _____________________________ and, without limitation, all employees, representatives, agents and affiliates of ________________________ as well as persons authorized or directed by _________________________;
(c) “Licensed Purposes” shall mean the planning and delivery of early childhood educational programming;
(d) “Proprietary Materials” shall mean the materials described in Schedule “A” as well as all Licensee Content included in or with the Proprietary Materials without limitation or reservation whatsoever.
2. LICENSE GRANT
2.01 Subject to the terms and conditions of this License Agreement, Licensor hereby grants the Licensee a non-exclusive, non-transferable, and limited license (the “License”) to use the Proprietary Materials listed in Schedule “A” for the Licensed Purposes during the Term of this License Agreement.
2.02 The Licensee agrees that the Proprietary Materials are proprietary to the Licensor and shall remain the property of the Licensor without limitation.
2.03 The Licensor shall deliver a copy of the Proprietary Materials to the Licensee within a reasonable time upon execution of this Agreement.
3. LICENSE FEES
3.01 In consideration of the grant of License, the Licensee shall pay the Licensor the fees outlined at the time of renewal for their account. This amount is subject to change.
4. LIMITED USE OF PROPRIETARY MATERIALS
4.01 The Licensee shall not, in any manner or at any time:
(a) sublicense, sell, rent, assign or otherwise transfer the Proprietary Materials;
(b) part with possession, encumber, charge or otherwise grant a security interest in, in whole or in part, temporarily or permanently, any of the Proprietary Materials;
(c) contest the Licensor’s title in and to the Proprietary Materials; or
(d) alter, remove or destroy any copyright or other propriety markings or confidentiality notices placed on or contained in the Proprietary Materials.
5. PERMISSION TO MODIFY PROPRIETARY MATERIALS
5.01 The Licensor anticipates that the Licensee, when using the Proprietary Materials, may develop additional materials to complement the Proprietary Materials for use in the early childhood development sector. For this reason, the Licensor expressly permits the Licensee to:
(a) modify, enhance, alter and prepare derivative material from the Proprietary Materials in accordance with the terms and conditions of this Agreement (“Licensee Content”).
6. REVIEW OF LICENSEE CONTENT
6.01 Whenever a Licensee develops Licensee Content, the Licensee shall provide a complete copy of Licensee Content to the Licensor for review and assessment.
6.02 Upon Licensor’s review and assessment of the License Content, the Licensor shall make a determination within its sole discretion to include the Licensee Content within subsequent versions of the Proprietary Materials.
6.03 If the Licensor determines to include the Licensee Content in subsequent versions of the Proprietary Materials, the Licensor shall acknowledge the Licensee by name for such contribution in a manner that is within the sole discretion of the Licensor.
6.04 If the Licensor determines to include the Licensee Content in subsequent versions of the Proprietary Materials, the Licensee hereby disclaims any proprietary or other interest in the Licensee Content without limitation whatsoever.
7. INTELLECTUAL PROPERTY
7.01 Notwithstanding the inclusion of any and all Licensee Content, the Licensee acknowledges and agrees that ownership of the right, title, and interest in the Proprietary Materials (as such may include Licensee Content from time to time) are and shall remain the exclusive property of the Licensor.
7.02 It is expressly understood and agreed between the Parties that, notwithstanding the inclusion of any and all Licensee Content, the Licensee shall not acquire in any manner any proprietary interest in the Proprietary Materials.
7.03 In the event that all or a portion of the Proprietary Materials is alleged to infringe any other third party rights, the Licensor shall have the option, but not the obligation, at its sole expense to either:
(a) modify the infringing Proprietary Materials, without impairing in any material respect its functionality, so that it becomes non-infringing;
(b) procure for the Licensee the right to continue to use the infringing Proprietary Materials;
(c) replace the infringing Proprietary Materials with equally suitable, non-infringing material; or
(d) if the options above are unavailable after the Licensor has made reasonable attempts to secure such options, the Agreement shall terminate.
8.01 The Licensor disclaims any and all liability or other responsibility whatsoever for the currency of the Proprietary Materials. The Proprietary Materials are licensed to the Licensee without guarantee, condition or warranty as to their accuracy or efficacy.
8.02 The Licensor hereby disclaims any and all liability for direct, indirect or consequential loss or damage incurred by the Licensee in connection with the Proprietary Materials or in connection with the use, inability to use or results of the Proprietary Materials even if foreseeable.
9. TERM AND TERMINATION
9.01 The Term of this Agreement is from the Effective Date to date of termination in accordance with the terms and conditions set forth in this Article 9.
9.02 Without limiting any other rights or remedies available to the Licensor, at law or in equity, the Licensor has the right to terminate this Agreement immediately upon written notice to the Licensee if:
(a) the Licensee is in breach or default of any of its obligations under this Agreement and such breach or default continues unrectified for ten (10) days following the provision of written notice of such breach or default to the Licensee;
(b) the Licensee voluntarily enters into proceedings in bankruptcy or insolvency, makes an assignment for the benefit of its creditors, is adjudged to be bankrupt or insolvent, a petition is tiled against the Licensee under a bankruptcy law, corporate reorganization law, or any other law for the relief of debtors or similar law and such petition is not discharged with sixty (60) days after its tiling, or a receiver, trustee or similar person is appointed with respect to the Licensee’s assets; or
(c) the Licensee ceases to carry on its business.
9.03 Upon termination of this Agreement for any reason whatsoever, the License granted herein shall terminate immediately and the Licensee shall immediately return all copies of Proprietary Materials, regardless of format, to the Licensor.
10. CONTACT AND NOTICE
10.01 Each Party will appoint one central contact who is responsible for requests, information dissemination, and the for receiving any notices required or provided for under the terms of this Agreement.
(a) The Licensor contact is:
Address: #101 13025 St. Albert Trail
Phone: 1 587 521 2633 or Toll Free at 1 844 477 7423
Fax: 1 780 444 3154
(b) The Licensee contact is:
10.02 Any notice, request, demand or other communication to be given hereunder by any Party will be duly given or made when confirmed as communicated by one of the forms of communication set forth below, to the Party to which such notice, demand, or other communication is required or permitted to be given or made under this Agreement at the address designated by such Party. The forms of communication and the time at which a communication in any such form shall be deemed for the purposes of this Agreement to have been received are:
(a) prepaid registered mail, on the third business day following the date of mailing;
(b) electronic transmission, on the business day following the date of sending; and
(c) personal delivery in writing to the designated addressee, on the Business day of actual receipt.
10.03 In case of any interruption for any reason of any one or more of the modes of communication listed above, the parties will use a mode of communication which is not so interrupted with the intent that a mode of communication will be used which will give the addressee timely notice of the communication.
11.01 This Agreement constitutes the entire Agreement between the Parties concerning the Proprietary Materials. The Parties are not relying upon any earlier representation which is not included in this Agreement. This Agreement cannot be amended or modified other than by a change made in writing and executed by the Parties.
11.02 This Agreement will be interpreted under the laws of the Province of Alberta. The exclusive forum for the adjudication of disputes will be the Province of Alberta. Disputes will be resolved under arbitration in accordance with Alberta’s Arbitration Act, as amended. The Arbitration will take place at Edmonton in the English language. The costs of the arbitration will be paid equally by the Parties. The decision of the arbitrator will be binding on the Parties and may be entered in any court having jurisdiction to do so.
11.03 In the event that any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the remaining portions of the Agreement will survive unaffected.
11.04 The waiver by any party of a breach of this Agreement by the Licensor does not constitute a waiver of other breaches or rights under this Agreement.
11.05 This Agreement does not establish a joint venture or partnership between the Licensor and Licensee.
11.06 Each party will execute such further documents and perform as is necessary in order to give full effect to this Agreement.
11.07 All amounts cited in this Agreement are in Canadian dollars.
11.08 Each party represents and warrants to the other that as of the effective date of this Agreement:
(a) it has all requisite power and authority to enter into and perform its obligations under this Agreement, and
(b) there are no actions, suits or proceedings pending or (to the best of its knowledge) threatened which may have a material adverse effect on its ability to fulfill its obligations under this Agreement.
11.09 This Agreement shall enure to the benefit of and be binding upon the respective heirs, successors and permitted assigns, if any, of the parties, provided that this provision shall not be construed to permit any assignment which would be unauthorized or void pursuant to any other provision.
11.10 The parties have requested that this Agreement and all communications and documents relating hereto be expressed in the English language. Les parties ont requis que la présente entente ainsi que toutes communications ou tous documents y afférents soient faits en anglais.
11.11 This Agreement may be executed by counterpart and by fax or other means of electronic transmission.
By using this website and online tool and/or signing up for a free trial, you have indicated that you have read this Agreement in its entirety, understands its terms.