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StreetHope has developed materials for the purpose of educating middle school students on Project POST, which consist of videos, PowerPoint presentations, lesson plans, worksheets, activities, games, tests, and other materials (collectively,
“Project POST Materials”).
Licensee desires to license the Project POST Materials from StreetHope according to the terms of this Agreement. The parties hereby agree as follows:
1. Project POST Materials License. Subject to the restrictions in this Agreement, during the term
of this Agreement, StreetHope hereby grants Licensee a non-royalty bearing, limited license to use and distribute the Project POST Materials for educational purposes only within Licensee’s school system or organization.
2. Limitations on Use. The Project POST Materials may only be used and distributed in their
entirety, without modification. Any changes, additions, derivative works, or deletions to the Project POST Materials must be approved by StreetHope. The Project POST Materials may only be distributed to students or other teachers within Licensee’s school system or organization.
3. Ownership. During the course of the relationship between StreetHope and Licensee, Licensee
may add content to the Project POST Materials, if approved by StreetHope, and new ideas may be
proposed by Licensee that could be considered inventions regarding future versions of the Project POST Materials. Licensee agrees that, without any compensation, any and all inventions, processes,
innovations, changes, improvements, patents, patent applications, works of authorship, and trademarks developed or invented related to the Project POST Materials that Licensee creates (“Inventions”) shall be and remain the property of Street Hope. Licensee hereby assigns all right, title and interest to the Inventions to StreetHope. Licensee agrees to make full disclosure of any Inventions to StreetHope and to do all acts and execute and deliver all such instruments, as requested by StreetHope to vest in StreetHope the title to all such Inventions. Licensee shall give all lawful testimony that, in StreetHope’s sole discretion, may be required in any proceeding involving StreetHope’s right, title or interest in or to any of the Inventions or relating to the development or protection of the Inventions.
4. Moral Rights. Licensee hereby waives any and all moral rights, including without limitation any
right to identification of authorship or limitation on subsequent modifications that Licensee (or its
employees, agents or consultants) has or may have in the Project POST Materials or any part thereof.
5. Term and Termination.
(a) Term. The term begins when Licensee receives the Project POST Materials and continues until the Agreement is terminated as provided herein.
(b) Termination for Breach. StreetHope may terminate this Agreement if Licensee
breaches this Agreement and does not cure the breach within 30 days of receiving written notice of the breach.
(c) Effect of Termination. If this Agreement is terminated or expires then any licenses
granted under this Agreement are immediately terminated.
(d) Survival. If this Agreement is terminated or expired then Sections 3, 4, 6, 7, 10 and 11 survive.
6. Warranty. The Project POST Materials are provided “AS IS” and without warranty. STREETHOPE EXPRESSLY DISCLAIMS AND LICENSEE EXPRESSLY WAIVES, ALL OTHER
WARRANTIES WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. Licensee agrees that neither StreetHope nor any other party has made any representation or warranties, nor has Licensee relied on any representation or warranties, express or implied, with respect to the Project POST Materials.
7. Liability Limitations. TO THE EXTENT ALLOWED BY APPLICABLE LAW, STREETHOPE SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S EMPLOYER, OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, LOST PROFITS, AND EXEMPLARY, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY CLAIM UNDER OR RELATED TO THIS AGREEMENT OR THE PROJECT POST MATERIALS, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUES, LOSS OF USE, LOSS OF DATA, INCORRECT OR CORRUPTED DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COST, OR CLAIMS OF LICENSEE FOR SUCH DAMAGES, EVEN IF STREETHOPE KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY HEREIN, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, LICENSEE’S EXCLUSIVE REMEDY AND THE TOTAL LIABILITY OF STREETHOPE AND/OR ANY SUPPLIER OF SERVICES TO STREETHOPE ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO PAYMENT BY STREETHOPE OF DAMAGES IN THE AMOUNT OF $10.
8. Notices. All notices, requests and other communications to any party hereunder shall be in
writing and shall be given to (i) StreetHope at 7709 Ewing Road, Powell, TN 37849, and (ii) Licensee at
its address set forth on the signature block or such other address as such party may hereafter specify for the purpose by notice to each other party. Each such notice, request or other communication shall be effective (a) if given by mail, three (3) days after such communication is sent by registered or certified mail, return receipt requested, with postage prepaid, (b) if given by a nationally recognized overnight courier with guaranteed overnight delivery, on the day following the date delivered to such overnight courier, or (c) if given by any other means, when delivered at the addresses specified herein.
9. Assignment. This Agreement is not assignable by Licensee except upon the prior written consent of StreetHope. StreetHope shall have the right to assign this Agreement, in whole or in part, or to subcontract its obligations under this Agreement, in whole or in part, without notice to Licensee and upon such assignment, StreetHope shall be released from all liability hereunder.
10. Governing Law. The terms and conditions hereof shall be governed by and construed in
accordance with the laws of the State of Tennessee without resort to its conflicts of laws.
11. Jurisdiction and Venue. The parties hereby irrevocably submit to the jurisdiction of the state
courts of the State of Tennessee and to the jurisdiction of the United States District Court for the Eastern District of Tennessee, for the purpose of any suit, action, or other proceeding related to, arising out of or based upon this Agreement or in any way related to, arising out of or involving the Project POST Materials. Licensee waives and agrees not to assert by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that the suit, action, or proceeding is brought in any inconvenient forum, that the venue of the suit, action, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and waive and agree not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such Tennessee state or federal court. The parties hereby consent to service of process by registered mail at the address to which notice is to be given. The exclusive venue for any proceeding under this Agreement shall be solely in any state court in Knox County, Tennessee, or the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee.
12. No Authority to Bind. Licensee shall have no right, power, or authority to bind StreetHope to
any term, condition, contract, obligation, or liability binding on StreetHope to any party whatsoever. All
costs, expenses, and liabilities incurred by Licensee in the performance of its obligations hereunder shall be an obligation solely of Licensee.
13. No Waiver. The failure of either StreetHope or Licensee to enforce at any time any of the terms
and conditions hereof shall not constitute or be construed to be a waiver of such terms and conditions or of the right of such party thereafter to enforce any such terms and conditions.
14. No Third Party Beneficiaries. This Agreement is intended for the exclusive benefit of the
parties hereto and shall not be for the benefit of, and shall not create any rights in, or be enforceable by, any other Person.
15. Headings. The headings and captions in this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.
16. Counterparts. This Agreement may be executed in two (2) or more identical counterparts,
including facsimile signatures and electronic mail signatures, each of which shall constitute an original, and together which shall be deemed to constitute one and the same instrument. Any party transmitting its signature via facsimile or electronic mail shall promptly deliver an executed original of this Agreement to the other parties following facsimile or electronic mail transmission, but the failure to do so does not reduce the effectiveness of a signature transmitted by facsimile or electronic mail.
17. Modifications and Changes. This Agreement cannot be changed, modified or amended except
by an amendment to this Agreement or another Agreement in writing signed by the parties hereto.
18. Entire Agreement. This Agreement constitutes the final and entire agreement between StreetHope and Licensee and supersedes any prior agreements, written or oral.
19. Severability. The terms and provisions of this Agreement shall be deemed to be severable, and if
any provision hereof shall be held invalid or unenforceable by a court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, and the parties shall use all reasonable efforts to amend this Agreement in order to effect the parties’ original intent with respect to such provision, to the extent practicable.