Love Kids Media Curriculum Licensing Agreement

PLEASE NOTE: IN ORDER TO PURCHASE A LICENSE TO ACCESS LOVEKIDSMEDIA CURRICULUM, THE PERSON ENTERING INTO THIS AGREEMENT ON HIS/HER OWN BEHALF ("YOU" or "LICENSEE") MUST CAREFULLY REVIEW THE FOLLOWING AGREEMENT, CHECK THE BOX BELOW AND PRESS THE "CONTINUE" BUTTON, TO INDICATE YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN YOU MAY NOT PROCEED FURTHER AND THE TRANSACTION WILL BE HALTED.

This Curriculum licensing Agreement ("Agreement") is a legal document that details your rights and obligations as a licensee of Lovekidsmedia Curriculum. You cannot access any Lovekidsmedia Curriculum until you have accepted the terms of this Agreement. Please take the time to read and understand this Agreement, as well as your obligations as a licensee of Lovekidsmedia Curriculum. Please contact us at info@lovekidsmedia.com if you have questions about this Agreement, and the Permissible Uses of our Curriculum.

1.0 Definitions

1.1 Licensed Materials means the Lovekidsmedia Curriculum, including any legitimately made revisions.

1.2 Licensee means a purchaser who has completed and submitted Lovekidsmedia’s Order Form and paid the applicable license fees.

1.3 Lovekidsmedia Order Form means the most current Order Form published by Lovekidsmedia as of the date of submission by Licensee of the Order Form.

2.0 License

2.1 License: Contingent on Licensee making the payments required under this Agreement, and for no longer than the term of this Agreement, Lovekidsmedia grants to Licensee a personal, non-transferable and non-exclusive License to use the Licensed Materials only as expressly allowed in this Agreement. The license covers up to the number of Students per year depending on the annual fees paid by you as specified in pricing table http://www.lovekidsworldwide.com/pricing-table/.

This Agreement authorizes Licensee to print hand outs for the Students and they can send the printed materials home with the Students. Licensee is authorized to allow access to the Licensed Materials exclusively by Students and Staff, in the manner provided in this Agreement.

2.2 Title to Licensed Materials: Licensee may not sublicense, alter or revise the Licensed Materials. In no event shall Licensee alter or delete Lovekidsmedia’s copyright notices or other means of identification or any disclaimers included in the Licensed Materials as delivered to Licensee. Lovekidsmedia shall own the copyright to any revisions, derivative works, or computer programs based upon any part of the Licensed Materials, including, without limitation, the Intellectual Property Rights therein, and that nothing herein transfers or conveys to Licensee any ownership right, title to the Licensed materials or to any copy thereof or any license right with respect to the Intellectual Property Rights therein.

2.3 Indemnification: In the event that Licensee makes revisions to content of the Licensed Materials, the Licensee agrees to indemnify, defend, and hold Lovekidsmedia harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys’ fees) arising out of, or in connection with any claim that the revisions infringe any copyright, patent, trade secret, trademark or other intellectual property right of any third party.

3.0 Payments

Licensee shall pay to Publisher, as the non-refundable license fee for use of the Licensed Materials under this Agreement, the applicable fees set forth in the Lovekidsmedia Order Form.

4.0 Copyright/Ownership

The Licensed Materials are property of the Lovekidsmedia and are protected by United States and foreign copyright and other intellectual property laws. This Agreement authorizes Licensee to use the Licensed Materials only for the purposes and in the manner expressly authorized by this Agreement. Licensee shall not use, or authorize or permit any Students or Staff to use, the Licensed Materials for any other purpose or in any other manner. Licensee acknowledges that Lovekidsmedia owns and retains all right, title and interest, including without limitation any and all copyright, trade secret, and other intellectual property rights, in and to the Licensed Materials.

5.0 Licensee Rights and Obligations

5.1 Documentation: Licensee may distribute the number of physical copies per year per License depending on the annual fees paid by you as specified in pricing table- http://www.lovekidsworldwide.com/pricing-table/ . The Licensed Materials should be distributed exclusively for Students and Staff to be used exclusively for instructional purposes only.

5.2 Usage: Licensee may post the Licensed Materials only on a network that is accessible solely to Students and Staff whose identity is authenticated by Licensee at the time of login or access and periodically thereafter consistent with current Lovekidsmedia practice.

5.3 Lovekidsmedia Access: Licensee shall issue passwords or other access information only to, and permit access to the Licensed Materials solely by Students and Staff. Licensee shall take all reasonable measures to ensure that Students and Staff do not divulge their passwords or other access information to any third party.

5.4 Compliance: Licensee shall take all reasonable measures to monitor compliance and take all reasonable steps, including appropriate disciplinary action, both to ensure that such activity ceases and to prevent any recurrence.

5.5 Protection and Proprietary Rights: Licensee shall not, and Licensee shall ensure that no Student or Staff shall: (a) remove or alter Lovekidsmedia’s copyright or other intellectual property or proprietary notices, legends, or other means of identification or disclaimers as they appear in the Licensed Materials; (b) post or distribute all or any part of the Licensed Materials on any electronic network, bulletin board, or web site accessible to anyone other than Students and Staff; or (c) use all or any part of the Licensed Materials for commercial purposes or monetary reward, whether by means of the sale, resale, loan, transfer, hire, or other form of exploitation.

5.6 Transfer of Rights: Licensee shall not transfer the rights licensed under this Agreement to any other entity or person unless Lovekidsmedia expressly grants permission in writing.

6.0 Term and Termination

6.1 Term: The term of this Agreement commences on the date of submission by Licensee of the Lovekidsmedia Order Form and receipt of the order form by the Lovekidsmedia and shall terminate on the termination date specified in Order Form. This Agreement may be renewed by paying the licensing fee as renewed from time to time by Lovekidsmedia. If Licensee wishes to continue teaching, printing or distributing Licensed Materials to their Students then it should renew this Agreement as aforesaid.

6.2 Termination: Lovekidsmedia may terminate this Agreement and the rights and licenses granted hereunder in the event that Licensee shall have committed a material breach of any term of this Agreement and shall not have remedied the same (if capable of remedy) within twenty (20) days of notification in writing by Publisher. On termination of this Agreement, Licensee shall immediately cease to distribute or make available the Licensed Materials to Staff or Student or in any manner to use or authorize or permit use of the Licensed Materials.

6.3 Returning Licensed Materials: Within fifteen (15) days after termination of this Agreement for any reason, Licensee shall return to Lovekidsmedia the original and all copies of the Licensed Materials in the possession or control of Licensee. Licensee shall also cease to use the Licensed Materials and ensure that all persons to whom Licensee has given access to the Licensed Materials also cease to use the Licensed Materials.

7.0 Limited Warranty; Limitations on Liability; Limitations on Claims

Lovekidsmedia warrants that any media on which the Licensed Materials are provided will be free from material defects. Lovekidsmedia will, at its sole cost and expense and as Licensee’s exclusive remedy for breach of the foregoing warranty, replace the media on which the Licensed Materials were provided. IN ALL OTHER RESPECTS, THE LICENSED MATERIALS ARE PROVIDED “AS-IS” TO THE FULLL EXTENT ALLOWED BY LAW. Any and all other warranties are expressly disclaimed, including but not limited to any implied warranties of merchantability, quality, or fitness for a particular purpose. LOVEKIDSMEDIA SHALL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF ACTIVITY, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE.

FURTHERMORE, IN NO EVENT WILL LOVEKIDSMEDIA’S LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO LOVEKIDSMEDIA UNDER THIS AGREEMENT.

Content of the curriculum is based solely on the opinions of the Lovekidsmedia.

LOVEKIDSMEDIA SHALL NOT BE LIABLE FOR DAMAGES OR HARM THAT RESULTS FROM THE USE OR IMPLEMENTATION OF THIS CURRICULUM OR

THE OPINIONS STATED THERIN.

Despite any statute to the contrary, any claim arising from or relating to this Agreement (whether contract, tort, or otherwise) shall be brought within two years after it arises.

8.0 Arbitration

Any claim, dispute or controversy arising out of or relating to this Agreement shall be submitted by the parties to arbitration. The award rendered by the arbitrators shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction; provided, however, that nothing in this Agreement shall be interpreted as preventing either party from seeking injunctive relief from the courts to protect against infringement, misappropriation, or other violation of its name, trademarks, or copyright, trade secret, or other intellectual property or proprietary rights.

9.0 General Provisions

9.1 Order Form: Terms and conditions set forth in the Lovekidsmedia Order Form completed and submitted by Licensee are hereby incorporated into this License and made a part hereof. The Order Form and this Agreement set forth the entire agreement of the parties relating to the Licensed Materials and supersede all prior proposals, understandings, and communications, oral and written, between the parties relating to the subject matter of this Agreement.

9.2 Headings: The headings in this Agreement are included for convenience only and shall not be used in the interpretation of any provision in this Agreement or affect any right or obligation under this Agreement. Each party has participated in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement

.

9.3 Waiver: Modifications to this Agreement are only valid if they are recorded in writing and signed by authorizes representatives of Lovekidsmedia and Licensee. No waiver of a breach or any right or remedy relating to this Agreement shall be effective unless made in writing signed by an authorized representative of the party waiving the agreement; and no such waiver shall be deemed a waiver of any future breach or any right or remedy relating to this Agreement, unless the writing so specifies.

9.4 Severability: In the event that any provision of this Agreement is held to be invalid, the remainder of the provisions shall continue in full force and effect.

9.5 Governing Law: This Agreement is governed by the laws of the United State States of America, without regard to conflicts of laws. The parties consent to jurisdiction in the State of California, on any matters relating to this Agreement. The parties further agree that any dispute that arises from or relates to this Agreement not subject to the arbitration provisions of this Agreement shall be resolved in the courts of the County of Los Angeles.

(You Must Agree terms before Proceed to Next Page)
Building a Strong Foundation to Save a Generation
© 2013 Love Kids Worldwide - All Rights Reserved.