This Copyright License Agreement (the "Agreement") is entered into as of 23 Oct 2019 (the "Effective Date") by and between (the "Licensor") and Student Pulse LLC (the "Licensee," "Student Pulse," and together with Licensor, each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Licensor owns all rights in and to materials published under its name (the "Material(s)"), except where otherwise indicated, and retains all common law copyrights and all federal copyrights that have been, or that may be granted by the Library of Congress; and

WHEREAS, the Licensor wishes to grant Student Pulse a license to distribute those Materials, for the purpose of the general dissemination of knowledge; and

WHEREAS, the Licensee agrees to distribute the Materials freely and without barrier to any and all person(s) who are interested in accesing them; and

WHEREAS, the Licensor has the exclusive right to license others to produce, copy, make, or sell the Material; and

WHEREAS, the Licensee wants to obtain, and the Licensor has agreed to grant, a license authorizing the use of the Material in the preparation of one or more Collective Works and/or Derivative Works (as defined below) by the Licensee subject to the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. GRANT OF LICENSE.

Effective as of the Effective Date and subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a non-exclusive license to exercise the rights in the Material, in any and all media (including but not limited to electronic, print, video, audio, and any other technology now known or that may be developed in the future), as follows:

• to publish the Material, to reproduce the Material, to incorporate the Material, individually or into one or more Collective Works (as defined below), and to reproduce the Material as incorporated in the Collective Works. "Collective Works" shall mean any work, including periodical issues, databases, anthologies, or encyclopedias, in which the entire unmodified Material is assembled with other contributions, each constituting separate and independent works in themselves, into a collective whole;

• to distribute copies of, display publicly, or use in any advertising the Material (including as incorporated in Collective Works).

The Licensee shall make no other use of the Material.

2. NO ASSIGNMENT OR TRANSFER.

The Licensee hereby acknowledges and agrees that the rights granted to the Licensee by and obtained by the Licensee as a result of or in connection with this Agreement are license rights only and that nothing contained in this Agreement constitutes or shall be construed to be an assignment or exclusive license of any or all of the Licensor’ s rights in the Material. The Licensor retains ownership of the copyright in the Material, and all rights not expressly granted in this Agreement.

3. RESTRICTIONS.

The license granted in Section 1 above is expressly made subject to and limited by the following restrictions:

  Limited Use. This permissions granted to the Licensee under this Agreement apply only to the uses and purposes stated herein and the Licensee may distribute, publicly display, or use in any advertising the Material only under the terms of this Agreement. Any use that is inconsistent with the limited license provided hereunder shall be a violation of the Licensor’ s copyright and subject to copyright law.  

Limitations on Transfer. The permission hereby granted is not transferable, not exclusive, and applies only to Material controlled by the Licensor and not to any material cited or quoted by the author and incorporated in such Material.

4. FEES. 

No reimbursement, payment, or other fees shall be paid to the Licensor, by the Licensee, in association with this work.

The Licensor agrees to pay an Annual Fee, to be set by Licensee according to published going rate, for participation in the program. If the Licensor chooses not to pay the Annual Fee, the Licensor agrees to allow Licensee to display paid advertisements in association with their content.

5. OWNERSHIP AND USE OF MATERIAL.

• Ownership of Material. The Licensee hereby acknowledges that the Licensor is the owner of the Material and of all associated federal registrations and pending registrations, and the Licensee shall do nothing inconsistent with such ownership. The Licensee further agrees that it will not claim ownership rights to the Material, or any derivative, compilation, sequel or series, or related work owned by or used by the Licensor. The Licensee agrees that nothing in this Agreement shall give the Licensee any right, title, or interest in the Material other than the right to use the same in accordance with this Agreement.

• Validity of Registrations. The Licensee hereby admits the validity of all copyrights for the Material and all associated registrations and acknowledges that any and all rights that might be acquired by the Licensee because of its use of the Material shall inure to the sole benefit of the Licensor; provided, however, that this subsection (b) shall not entitle the Licensor to all or any portion of the profits or revenues from the Licensee’s permitted uses hereunder.

• Limitation on Licensee’ s Actions. The Licensee agrees that it will not do anything inconsistent with the Licensor’s ownership of the Material, and will not claim adversely to the Licensor, or assist any third party in attempting to claim adversely to the Licensor, with regards to such ownership. The Licensee further agrees that it will not challenge the Licensor’ s title to the Material, oppose any registration or re-registrations thereof, or challenge the validity of this Agreement or the grants provided herein or hereunder.

6. REPRESENTATIONS AND WARRANTIES.

The Parties each represent and warrant as follows:

• Each Party has full power, authority, and right to perform its obligations under the Agreement.
• This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).
• Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

The Licensor hereby represents and warrants as follows:

• It is the sole owner of all right, title, and interest in and to the Material;
• It has the right to grant permission for use of the Material as specified in this Agreement; provided, however, that any citations or quotations used in the Material may have third party rights holders, and the Licensor does not purport to own or have the right to grant permission to republish such citations or quotations;
• the Material is original, is not in the public domain, is not plagiarized, and does not contain anything that is libelous or obscene;
• It has not assigned, transferred, exclusively licensed, pledged, or otherwise encumbered the Material or agreed to do so;
• It is not aware of any violation, infringement, or misappropriation of any third party’ s rights or any claims of rights (including existing intellectual property rights, rights of privacy, or any other rights) by the Material;
• It is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this Agreement; and
• It was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to the Material purportedly licensed in Section 1.

7. INDEMNIFICATION.

The Licensor will indemnify the Licensee against and hold it harmless from:

• any claim by a third party that the Material or its use or reproduction infringes or misappropriates any copyright or other intellectual property;

• any claim by a third party that this Agreement conflicts with, violates, or breaches any contract, assignment, license, sublicense, security interest, encumbrance, or other obligation to which the Licensor is a party or of which it has knowledge;

• any claim relating to any past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of the Material by the Licensor; and

• any litigation, arbitration, judgments, awards, attorneys’ fees, liabilities, settlements, damages, losses, and expenses relating to or arising from (a), (b), or (c) above.

8. SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. 

9. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’ s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

10. NO AGENCY RELATIONSHIP.

This Agreement creates a licensor-licensee relationship between the Parties. Nothing in this Agreement shall be construed to establish a joint venture, agency, or partnership relationship between the Parties.

11. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of Maine.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’ s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled. 

12. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

13. SEVERABILITY.

Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

14. ENTIRE AGREEMENT.

This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

15. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

LICENSOR