Terms and Condition
TERMS AND CONDITIONS
The terms of this sale are based on the following agreement.
This License Agreement (this “Agreement”) is entered into by and between (“Licensee”) and REAL Prevention LLC (“RP”), a limited liability company having a head office at 130 Pearl Brook Drive, Clifton, NJ 07013 (“Licensor”), effective as of the date signed by RP (the “Effective Date”).
WHEREAS the purchased prevention curriculum has been widely used by schools throughout the United States.
WHEREAS Licensee would like to use the purchased prevention curriculum.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- GRANT OF LICENSE
- RP hereby grants to Licensee a limited, non-exclusive, revocable, license to exhibit, transmit, perform, reproduce, and otherwise exploit the purchased curriculum materials directly with students enrolled in Licensee’s organization or school district.
- The license granted under Section 1(a) includes any improvements, enhancements, modifications and variations of the Licensed Materials provided by RP to Licensee during the term of this Agreement.
- The grant of rights under Section 1(a) specifically excludes any use of the Licensed Materials as part of any internet- and/or intranet-based, video-on-demand service, cable or satellite service or other broadcast method, including either existing or future methods, available to any educational institution based in the United States. The provision of the above grant shall not be deemed to invalidate or otherwise conflict with any pre-existing licenses or transfers of rights in the programs to any third party. Licensee shall not exhibit, perform or display any of the Licensed Materials in digital format, even if RP provides them in digital format.
- Licensee acknowledges and agrees that all rights, title, and interests including patent, copyright, trademark, trade secret and other intellectual property rights to the Licensed Materials are the sole property of RP. Nothing in this Agreement or Licensee’s use of the Licensed Materials shall be deemed to grant Licensee any ownership right or interest in or to the Licensed Materials or any and all improvements, enhancements, modifications, variations, inventions, technology, or know-how available as of the Effective Date or made later.
- RP reserves the rights for itself, its collaborators, research partners, participants, agents, employees, and affiliates to use, develop and otherwise exploit the Licensed Materials for its own purposes.
- RP shall have the sole right to file, prosecute, maintain, and abandon all trademark, copyright and patent applications associated with the Licensed Materials, including improvements, enhancements, modifications, and variations to the Licensed Materials. Licensee agrees to fully cooperate with RP or its designee in obtaining, enforcing and maintaining the protection of RP’s rights in the Licensed Materials.
- TERM AND TERMINATION (keepin’ it REAL PRODUCTS and Youth Message Development)
- GRANT OF LICENSE
- License for keepin’ it REAL middle school (Multicultural, Rural, or International Spanish) and Youth Message Development shall commence upon the Effective Date and shall continue for a period of two years.
- Either Party may terminate this Agreement upon at least sixty days written notice to the other for any reason. If RP terminates this Agreement without cause, RP shall refund a portion of the fees paid by License, prorated for the then-current term.
- Upon termination, the Licensee agrees to discontinue any ongoing or future use of the Licensed Materials within ten days.
- RP may terminate this Agreement for cause as a result of any material breach of Licensee’s obligations hereunder, so long as RP notifies Licensee in writing of any identified material breach and provides Licensee a ten-day cure period.
- Termination is not the exclusive remedy of RP, nor shall such action be deemed to result in any modification or reduction of any other remedies available to RP in connection with any material breach by Licensee.
- Licensee will pay the license fee to RP prior to receiving curriculum materials. This fee is not refundable.
- Licensee may elect to have training workshops conducted. Training fees are listed on the REAL Prevention website. Travel expenses and logistics for those workshops will be negotiated separately but are subject to payment guidelines set out in this contract. Once training has been scheduled and formally agreed to by Licensee, should said training be cancelled through no fault of RP, Licensee agrees to reimburse RP upon presentation of receipts documenting such expenses.
- Should training be scheduled, a deposit in the amount of $1,000 for that training is due at signing of contract. Cancellations 30 days prior to training will be refunded in full. Cancellations after that point are subject to payment for the full amount of training including any travel expenses incurred (e.g., plane tickets purchased).
- RP reserves the right to cancel any training due to any unforeseen circumstances such as weather or natural disaster with full refund of deposit. RP is not responsible for any expenses incurred by the customer if a training course is cancelled.
- Payment hereunder shall be due irrespective of whether RP has invoiced Licensee. All payments made to RP shall be made via U.S. funds payable to REAL Prevention LLC, or any other entity designated by RP.
- DELIVERABLES. The Licensed Materials shall be delivered to Licensee no later than ten days following receipt of payment.
- RECORDS AND REPORTS. To facilitate review and tracking of usage of the Licensed Materials, Licensee shall maintain a reasonable and complete log of all uses of the Licensed Materials, including, but not limited to, a complete and accurate accounting of any and all student uses. Licensee shall permit reasonable access to such records to RP and/or its agents, at RP’s discretion, in order to assist RP in an independent evaluation the effectiveness of the Licensed Materials.
DISPUTE RESOLUTION. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm, any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement which the parties shall be unable to resolve within sixty days shall be mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing which describes in reasonable detail the nature of such dispute. By not later than fifteen business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and shall additionally have advised the other party in writing of the name and title of such representative. The parties hereto agree to act in good faith to participate in the mediation of any claim or dispute and to identify a mutually agreeable mediator. If a mediator cannot be agreed upon, each party shall designate a mediator and those mediators shall select a third mediator who shall act as a neutral mediator. The costs of the mediation shall be shared equally. If the representatives of the parties have not been able to resolve the dispute within fifteen business days after such mediation hearing, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Passaic Vicinage of the Superior Court or in the United States District Court for the Newark Division of New Jersey, to whose exclusive jurisdiction for such purposes the parties hereto each irrevocably consents and submits. Notwithstanding the foregoing, nothing in this Agreement shall be construed to waive any rights or timely performance of any obligations existing under this Agreement.
- ASSIGNABILITY. This Agreement shall inure to the benefit of, and be binding upon, the permitted assigns and successors in interest of the parties. Licensee may not assign or transfer their rights pursuant to this Agreement without the prior written consent of RP. This Agreement may be freely assigned by Licensor.
- WARRANTIES. RP, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY RP THAT THE LICENSED MATERIALS OR THEIR USE SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY OR BE FREE OF CLAIMS OF UNFAIR COMPETITION. IN NO EVENT SHALL RP, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER RP SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.
- LIMITATION OF LIABILITY. The maximum liability of RP under this Agreement shall be the amount paid by Licensee hereunder to RP.
- INDEMNIFICATION. Licensee acknowledges and agrees to indemnify and hold harmless RP and its directors, officers, employees, agents and affiliates from any damages and liabilities, including reasonable attorneys’ fees and costs from any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities, penalties, costs and expenses of any nature, relating to or arising out of Licensee’s use, performance, or distribution of the Licensed Materials.
- MISCELLANEOUS PROVISIONS
- Entire Agreement. This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or undertakings, either verbal or written, between the parties relating to the subject matter hereof.
- Amendment. This Agreement may be amended only by a written agreement embodying the full terms of the amendment signed by authorized representatives of both parties.
- Severability. Should any provision of this Agreement be held to be illegal, invalid or unenforceable by any court of competent jurisdiction such provision shall be modified by such court in compliance with the law and the parties’ intent.
- No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by both parties to express their mutual intent and no rule of strict construction against either party shall apply to any term or condition of this Agreement.
- Relationship of Parties. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency or association of any kind.
- No Waiver. The failure of one party to enforce at any time any of the provisions of this Agreement, or any rights in respect thereto, or to exercise any election provided, shall in no way be considered to be a waiver of such provision, rights or elections or in any way to affect the validity of this Agreement, or excuse a similar subsequent failure to perform any such term or condition by the other party. Any waiver must be in writing.
- Headings. The headings of several sections contained in this Agreement are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New Jersey.