This Copyright License Agreement (the "Agreement") is entered into as of 17 Feb 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").
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:
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:
The Licensee shall make no other use of the Material.
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.
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.
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.
The Parties each represent and warrant as follows:
The Licensor hereby represents and warrants as follows:
The Licensor will indemnify the Licensee against and hold it harmless from:
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.
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.
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.
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.
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.
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.
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.
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.