Global Student Dynamic
- LICENSE AGREEMENT -
This agreement (“Agreement”) is made between the following parties effective immediately:
Global Student Dynamic, LLC ("GSD")
36610 County 24 Blvd.
Dennison, MN 55018
Educator or entity purchasing Global Student Dynamic program
Important Notice: Please protect the youth featured in our content by ensuring the images and videos (or copies or content) do not become publicly available. Any copies made of these videos may reach publicly available sites (e.g. YouTube, torrents) and may potentially compromise our students’ privacy or safety.
GSD owns all rights in (i) the videos and montage videos featuring students in selected countries (“Student Videos”); (ii) slideshows, handouts and other material that supplement the use of Student Videos within a classroom learning environment (“Classroom Material”); and (iii) a GSD-provided online learning portal website (the “Web Portal”). (Collectively, the Student Videos and images, Classroom Material and Web Portal shall be known as “GSD Material.”)
Educator wishes, solely within Educator’s classroom learning environment, to (i) use the GSD Material, (ii) to reproduce and use Classroom Material, and (iii) to participate in the Web Portal.
The parties therefore agree as follows:
1. Grant of License. Subject to the terms and conditions of this Agreement, GSD grants to Educator a non-exclusive, non-transferable license:
a. to display Student Videos within a classroom learning environment to students enrolled in Educator’s classes using GSD’s web-enabled distribution service;
b. to make certain permitted modifications to Classroom Material for Educator’s use; to reproduce the Classroom Material in paper form; to save and access the Classroom Material on one or more of Educator’s free-standing personal computers;
d. to use the GSD Material for Educator’s internal business purposes only.
2. Scope of Permitted Use.
a. General Restrictions on Use.
(i) Educator agrees that it shall not use the GSD Material for any purpose other than as specifically described in this Agreement. Educator agrees to use the GSD Material for their intended purpose, and shall advise those of its employees involved in the use of the GSD Material of the restrictions contained in this Agreement. Educator agrees that its employees shall abide and be bound by the terms of this Agreement.
(ii) Educator agrees that it shall not knowingly or willfully take any action that may cause or permit the GSD Material or any portion of the GSD Material to become publicly available. Educator shall limit access to the GSD Material to only those employees of Educator who require such information so that Educator may fulfill its obligations or exercise its rights in the manner permitted under this Agreement. Educator shall not allow any other third parties to access the GSD Material or otherwise delegate any of the rights granted under this Agreement without the prior written approval of GSD.
b. Copies and Modifications. Educator shall have the right to make as many copies of the Classroom Material as Educator deems reasonably necessary for its use as described in and limited by this Agreement, provided that any copy made must include the same copyright and other proprietary notices as originally included in the Classroom Material. Educator may make certain modifications to Classroom Material provided the modifications are expressly permitted within the Classroom Material or other documentation provided by GSD.
c. Reservation of Rights; Termination. GSD reserves the right in its sole discretion, and at any time (under no penalty or liability of any kind) to change, update or remove the format and contents of the GSD Material, including the removal of material which, in GSD’s sole judgment, would be reasonably necessary to protect the privacy or safety of students featured in Student Videos or other GSD Material. All rights not expressly granted or reserved to Educator under this Agreement are reserved to GSD. All rights granted under this Agreement shall be terminable by GSD at its option, subject to the provisions of paragraph 11(j).
3. Access to GSD Materials. GSD relies on third party service providers to make GSD Materials available to Educator. GSD will use commercially reasonable efforts to (i) ensure that GSD Materials are generally available to Educator through its website or other means provided by GSD in its discretion; and, (ii) to promptly address or correct any delays in providing such Materials to Educator.
5. Intellectual Property. Educator acknowledges that the GSD Material contains the proprietary works of GSD. All right, title and interest in and to the GSD Material, including, but not limited to, copyrights and trademarks contained therein, are the exclusive property of GSD unless otherwise noted.
6. Term of License. The term of this Agreement shall begin immediately and shall continue for the term specified, and shall extend or automatically renew to the extent that Educator makes additional purchases.
7. Territory. The territory for the license granted under this Agreement is the United States.
8. Consideration; Rights to Review. In consideration of the rights licensed to Educator under this Agreement, Educator shall pay to GSD the fees in the amounts and timeframe specified on the page in which this document has been accessed from. GSD reserves the right to monitor Educator’s access and usage of GSD Material and to provide notice or an updated invoice to Educator in the event GSD believes or has reason to believe that Educator’s usage exceeds the levels specified. Educator agrees to resolve any such issue within 30 days of receiving notice from GSD.
9. Representations and Warranties. (a) Each party represents and warrants that it has the right and is free to enter into this Agreement, to grant the rights granted and to fully perform its obligations under this Agreement, and that each person executing this Agreement on each party's behalf has been authorized to sign on behalf of and bind the respective party to the terms of this Agreement; (b) Each party represents and warrants that it has not and will not enter into any agreement that will conflict with this Agreement; (c) GSD represents and warrants that the GSD Material is free and clear of any liens or claims by any third party; (d) GSD represents and warrants that the GSD Material does not and will not violate or infringe upon the copyright, patent, trade secret or other proprietary or intellectual property rights of any third party. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED.
10. Limitation of Liability. TO THE FULLEST EXTENT POSSIBLE BY LAW, IN NO EVENT SHALL GSD, OR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, VENDORS OR AGENTS, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES), ANY LOSS OF PROFITS, DATA, OPPORTUNITY, SAVINGS OR INTEREST, OR ANY PENALTIES OR ASSESSMENTS IMPOSED UNDER APPLICABLE TAX LAWS OR OTHERWISE, RESULTING FROM THE USE OF OR INABILITY TO USE THE GSD MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GSD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Indemnification. Each party agrees to defend and indemnify and hold the other and its officers, directors, agents and employees harmless from and against any and all claims, damages, liabilities, losses, judgments, costs and expenses (including costs and legal fees) occasioned by or arising out of breach or claimed breach by the indemnifying party of any of its representations, warranties, and agreements made under this Agreement. However, no party will be liable for any loss of profits, business interruption, loss of information, or any other indirect, consequential or incidental damages arising out of the use or inability to use the GSD Material, or for any claim by any other party for such damages.
12. Intellectual Property Infringement Indemnity. Subject to the limitations of Section 10, GSD will defend and indemnify Educator and hold Educator harmless against costs, expenses and liability upon any claim by any third party that the GSD Material or any part thereof infringes or violates any copyright, trademark or trade secrets rights of such third party, provided that: (a) Educator notifies GSD promptly in writing of any notice of such claim; (b) Educator cooperates with GSD in all reasonable respects in connection with the investigation and defense of any such claim; (c) GSD shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and (d) should the GSD Material become, or in GSD’s opinion be likely to become, the subject of a claim of copyright or trademark infringement or trade secret misappropriation, Educator shall permit GSD, at GSD’s option and expense, either to: (i) procure for Educator the right to continue using the GSD Material; (ii) replace or modify the same so that it becomes non-infringing; or (iii) terminate this License Agreement. Notwithstanding anything stated under this Agreement to the contrary, however, GSD shall have no obligation or liability to Educator under any provision of this paragraph if any infringement claim is based upon use of the GSD Material in a manner that exceeds the scope of use permitted under this License Agreement or upon any portion of the GSD Material which has been modified by or for Educator in such a way as to cause it to become infringing.
a. Relationship of the Parties. The relationship of the parties under this Agreement is and at all times shall remain that of independent contractors. Nothing in this Agreement will be construed to create a joint venture, partnership, employment or agency relationship between Educator and GSD. Neither party will have the right or the authority to assume, create or incur any liability or obligation against or in the name of or on behalf of the other.
b. Notice. All notices, requests, demands, reports or other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given or served when delivered to or received, by mail, fax or hand, at the respective addresses of the parties set forth in the preamble of this Agreement or such other addresses as either party may later designate in writing.
c. Assignment. Educator agrees not to assign, delegate or otherwise transfer this Agreement or any of its rights or obligations under the Agreement without the prior written consent of GSD. GSD may assign or transfer this Agreement and/or its rights or obligations under the Agreement. This Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties to this Agreement.
d. Governing Law. This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of Minnesota, without regard to its conflict of laws provisions. Any action arising out of or relating to this Agreement, its performance, enforcement or breach will have jurisdiction and venue in a state or federal court situated in Minneapolis, Minnesota. The parties consent and submit themselves to the personal jurisdiction of these courts for all such purposes.
e. Force Majeure. Except for payment obligations under this Agreement, neither party shall be liable for delays in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, war, riots, strikes or inability to obtain labor or materials on time.
f. Construction. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect.
g. Non-Waiver and Cumulation of Remedies. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available under this Agreement or at law or in equity will not constitute a waiver of such provision, right, or remedy, or affect the validity of this Agreement. The waiver of any default by either party will not be deemed a continuing waiver. Except as expressly provided under this Agreement, all remedies available to either party for breach of this Agreement at law or in equity are cumulative and may be exercised concurrently or separately.
h. Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter addressed by this Agreement and supersedes all prior understandings and agreements between the parties regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by both parties.
i. Survival of Terms. Those provisions of this Agreement that, by their sense and context, are intended by either or both parties to survive the completion of performance and the termination of this Agreement shall so survive.
j. Termination. GSD shall have the right to terminate this Agreement and Educator's rights under this Agreement for any material breach of this Agreement not cured within fifteen (15) days after written notice from GSD. Educator shall have the right to terminate this Agreement for any reason at any time effective fifteen (15) days after written notice to GSD. Upon termination or expiration of this Agreement for any reason, all licenses granted under this Agreement shall terminate and Educator shall promptly cease use of the GSD Material and shall destroy all existing copies of the GSD Material.
k. Injunctive Relief. It is understood and agreed that any breach of any non-monetary terms of this agreement or failure to return property lawfully belonging to GSD by Educator will cause GSD irreparable harm for which GSD lacks an adequate remedy at law. In the event of any such non-monetary breach or failure by Educator, GSD shall be entitled to injunctive relief as a non-exclusive remedy for such non-monetary breach or failure. Nothing contained in this paragraph shall act as a limitation on GSD’s right to damages for any breach or failure committed by Educator.
l. Taxes. In addition to the charges due under this Agreement, Educator agrees to pay amounts equal to any taxes and/or customs duties (other than income taxes payable by GSD) resulting from this Agreement or any related activities.