License Agreement

Idea2CareerTM CURRICULUM LICENSE AGREEMENT

  1. DEFINITIONS

The Licensee:
The Licensee, [School Name] is the individual, school, company, or organization licensing the Curriculum.

The Site:
The facility, [School Name], where the Curriculum is to be used.

The Site Address:
[School Name], [School Address]. is the physical location of the site.

The Curriculum:
Collectively, all versions and formats of the Idea 2 CareerTM online program(s). This includes but is not limited to: teacher guides, student worksheets, resource files, pamphlets, or other publications or documents prepared by or on behalf of Bhlue Publishing, LLC solely for this curriculum.

II. ACKNOWLEDGMENT

  1. a)  The Licensee acknowledges the Curriculum is licensed, not sold, to the Licensee for use only under the terms and conditions of this license. Bhlue Publishing, LLC warrants that it has the right and authority to make the Curriculum available to Licensee. If Licensee does not agree to the terms of this License, Licensee must not install, download, access, or use the Curriculum, and Licensee must promptly return the Curriculum and this Proof of License to the place where Licensee obtained it.
  2. b)  The Licensee acknowledges the site address or other identification set forth on the License is correct.

III. AUTHORIZED USERS

  1. a)  The Curriculum may be used by the Licensee  at the site address and/or  on Authorized User’s personal devices at locations with secured internet connections. If the Licensee has more than one location, such as a school district with many schools or a company with multiple learning centers, then unless otherwise authorized by Bhlue Publishing, LLC, Licensee must purchase a license for each its locations.
  2. b)  The Curriculum may be used by all enrolled students, parents or guardians of students, employees, or any other authorized users of Licensee. Authorized users  who work on-site at Licensee’s facilities may also use the Curriculum in connection with the operation of the business of Licensee. Any copies or login information of the Curriculum used by authorized users must be removed from such individual’s computers once they cease working at Licensee’s facilities. Authorized users who are no longer Licensee’s employees no longer qualify as authorized users and must discontinue use of the curriculum entirely.
  3. c)  Licensee will use reasonable efforts to restrict network or any other access to the Curriculum by anyone outside of Licensee’s facilities who is not authorized to use the Curriculum.

IV. TERMS OF USE

  1. a) For good and valuable consideration, receipt of which is acknowledged by Bhlue Publishing, LLC and subject to the terms of this License, Bhlue Publshing, LLC grants to Licensee a non-exclusive, non-transferable license to use the Curriculum to the Licensee for the period of one year.
  2. b)  In some cases, Bhlue Publishing, LLC may issue the Licensee a username and/or password to access the Curriculum. This information must be kept confidential.
  3. c)  Licensee has the right to print an unlimited number of teacher guides, student worksheets, and or other documents that are part of the Curriculum for use by Authorized Users.
  4. d)  Licensee has the right to transfer the teacher guides, student worksheets, and/or other documents that are part of the Curriculum to an unlimited number of devices for use by Authorized Users.
  5. e)   Licensee agrees to not post any files in the public domain. Licensee acknowledges that the dissemination of the Curriculum on the Internet or on any public forum is prohibited.
  6. f)  Resource files including certificates, templates, samples, and assessment tools that are part of the Curriculum, may be customized for the purpose of meeting the. Licensee’s objectives, on the understanding that copyright information is clearly displayed within all files and that all rights in copyright remain with Bhlue Publishing LLC.
  7. g)   Student worksheet resource files that are part of the Curriculum may be annotated using a PDF writer for the purpose of completion and or submission.
  8. h)  Licensee shall be solely responsible for all expenses incurred in the printing, distribution, and implementation of the Curriculum by Licensee.

V. OWNERSHIP

  1. a) Licensee owns the media on which the Curriculum is downloaded or fixed, but Licensee acknowledges that Bhlue Publishing, LLC retains ownership of the Curriculum itself and all intellectual property rights therein, including copyrights.

VI.  LIMITED WARRANTY AND LIABILITY

  1. a) All reasonable precautions have been taken in the preparation of the Curriculum, including both technical and non-technical proofing. Bhlue Publishing, LLC and all staff, and or an authorized reseller/agent, assume no responsibility for any errors or omissions.
  2. b)  Bhlue Publishing, LLC and or an authorized reseller/agent shall not be responsible for any direct, incidental, or consequential damages arising from the use of the Curriculum. While the Curriculum is regularly checked for all system problems, it is the Licensee’s responsibility to virus check all files supplied by Bhlue Publishing, LLC and or an authorized reseller/agent, prior to use.
  3. c)  Bhlue Publishing, LLC’s entire liability and Licensee’s sole and exclusive remedy for any breach of the foregoing limited warranties will be, at Bhlue Publishing, LLC’s option, replacement of the Curriculum, refund of the purchase price, or repair or replacement of the Curriculum.
  4. d)  No refund will be given in the event of inadequate hardware or network systems at the Licensee’s Site resulting in the inability to install resources files or complete assignments as outlined in the Curriculum.
  5. e)  No refund will be given in the event Authorized Users lack the knowledge for installing or implementing the Curriculum.
  6. f)  No refund will be given in the event of inadequate Internet connection at the Licensee’s Site resulting in the inability to download Curriculum files from the Internet.
  7. g)  No refund will be given in the event of inadequate printing facilities at the Licensee’s Site resulting in the inability to print the Curriculum.
  8. h)  Bhlue Publishing, LLC’s total liability to Licensee for damages for any cause whatsoever, howsoever caused (whether in contract, negligence or other tort, under statute or otherwise howsoever arising) will be limited to the money paid for the Curriculum.

(i) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE CURRICULUM IS PROVIDED ON AN “AS-IS”, “AS- AVAILABLE” BASIS AND BHLUE PUBLISHING, LLC AND EACH THIRD PARTY SUPPLIER OF THE CURRICULUM EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

VII. RESTRICTIONS

  1. a)  The Licensee may not sell, lend, lease, rent, assign, or transfer this License to another party in any form. Licensee agrees that it will not, under any circumstance, offer any part of the Curriculum for commercial resale or commercial redistribution in any medium or use the Curriculum to compete with the business of Bhlue Publishing, LLC.
  2. b)  The Licensee may not translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof.
  3. c)  The Licensee may not circumvent security features, included in the software, that protect the copyright holder, Bhlue Publishing, LLC.
  4. d)  The Licensee may not use or export the Curriculum to another country.
  5. e)  The Licensee is strictly forbidden from posting the Curriculum in any format which makes it accessible to non-authorized users.
  6. f) Licensee or any of its Authorized Users may not remove, alter or obscure the copyright notice or other notices contained in the Curriculum.

VIII. SUPPORT SERVICES

  1. a)  Bhlue Publishing, LLC agrees to provide the Licensee with curriculum support services for Licensee’s use of the Curriculum under this License for the fixed duration of this license as defined in the terms section of this agreement. Licensee may order additional curriculum support services if offered by Bhlue Publishing, LLC.
  2. b)  Bhlue Publishing, LLC reserves the right to retire projects that are part of the Curriculum. Retired projects are not eligible for support services.
  3. c)  To obtain curriculum support services for any Curriculum supplied by Bhlue Publishing, LLC. and/or an authorized reseller/agent the Licensee must have a password.
  4. d)  At its sole discretion, Bhlue Publishing, LLC. may provide technical support for the Curriculum to the Licensee. Bhlue Publishing, LLC shall not be obligated to provide technical support for the Curriculum to ensure the proper operations or compatibility of the Curriculum with any software or hardware.

IX. TERMINATION

  1. a)  This License Agreement shall continue until its expiration one year after the date it is granted, unless renewed by Licensee. Moreover, Bhlue Publishing, LLC reserves the right to terminate if the Licensee fails to comply with any of the terms and conditions of this Agreement.
  2. b)  If any breach of this License by Licensee occurs, Bhlue Publishing, LLC may terminate this License, whereupon this License and all rights granted to Licensee herein shall immediately cease.
  3. c)  The Licensee agrees, upon termination, to destroy any printed Curriculum, delete all Curriculum files from computers, and destroy or delete  all digital copies of the Curriculum.

X.  SAMPLE CURRICULUM VERSIONS

  1. a) If the version of Curriculum is marked as SAMPLE, SAMPLE ONLY (or similar), then it cannot be used as part of a course, and is made available purely for content and style review. This is to give the opportunity to preview the Curriculum, prior to making a purchasing decision. Sample versions may not be re-sold to a third party.

XI. GENERAL TERMS

  1. a)  Licensing the Curriculum from Bhlue Publishing, LLC, and or an authorized reseller/agent indicates the Licensees acceptance of these terms and restrictions and any violation will be prosecuted to the full extent of local law.
  2. b)  If any provision of this License is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable such provisions shall be severed from the License Agreement. However, the other provisions shall remain in full force and effect.
  3. c)  Licensee acknowledges the ownership of Bhlue Publishing, LLC’s current and future trademarks. Licensee agrees that it will not use any of Bhlue Publishing, LLC’s trademarks in any channels of trade or stream of commerce. Licensee agrees that it will not exploit the good will of Bhlue Publishing, LLC’s trademarks, service-marks, or logos without the express consent from Bhlue Publishing, LLC. At no time will Licensee suggest a false association with any of Bhlue Publishing LLC’s goods or services.
  4. d)  Bhlue Publishing, LLC reserve the right to alter licensing conditions at any time, without prior notice. No terms or conditions will affect the Licensee’s rights as defined under appropriate United States Laws and as defined herein.
  5. e) Licensee acknowledges that it or any Authorized User may not use the Curriculum in any fashion that infringes the intellectual property rights or proprietary interest of Bhlue Publishing, LLC or any third party. Licensee agrees that it will use the Curriculum in compliance with all applicable laws, rules, or regulations.
  6. f) Bhlue Publishing, LLC and Licensee agree that if any dispute arises with regard to this License Agreement, This License Agreement shall be governed and interpreted by the laws of the Commonwealth of Massachusetts. Middlesex County located in the Commonwealth of Massachusetts shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder.  Both parties hereby consent to such personal and exclusive jurisdiction.