PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. ANY USE OF ENGAGED LEARNING CONTENT (DEFINED BELOW) CONSTITUTES ACCEPTANCE OF THIS END USER LICENSE AGREEMENT.
This Engaged Learning End User License Agreement (“License”) describes your (“You(r)”) legal use of the videos and/or related materials (“Content”) provided to You by Engaged Learning, LLC. By purchasing and/or obtaining any Content from Engaged Learning, You shall comply with this License. If You are unable to comply with this License or do not wish to be bound by its terms, do not purchase or use any Content.
1. Delivery. After You purchase this service, Engaged Learning will deliver the Content to You for Your use during the Term. You agree purchase is binding upon you. Engaged Learning will deliver the Content by sending You an email with a link to the Content file (or by another reasonable method chosen by Engaged Learning). You must, at Your own expense and risk, use the proper version of any technology or software necessary to download and access the Content. Engaged Learning may use third parties to provide Content to You (for example, payment processing and delivery), and You must comply with their policies and procedures to receive Content.
2. Grant of License. Engaged Learning grants You a perpetual, non-exclusive, non-transferable, non-sublicensable right to use, store, access, host, display, publicly perform and permit up to the maximum number of users for Your License, as stated on the Website, (“Authorized Users”) to access the Content. You may not: (a) sell, transfer, assign or re-distribute the Content; (b) make or permit others to make any unauthorized copies of the Content; (c) alter, edit or modify the Content; (d) remove any copyright or other ownership notices from the Content; (e) allow or authorize the use of the Content by more than the total number of Authorized Users; (f) use the Content after your License ends; or (g) use the Content for any unlawful purpose, or in a way that is inconsistent with Engaged Learning’s policies.
3. Payment. You will pay Engaged Learning $749 in U.S. dollars or currency equivalent. You are responsible for any taxes or surcharges associated with the Fees.
4. Term and Termination. This License (a) begins on the date Engaged Learning first delivers any Content to You or access to the content. Engaged Learning may terminate this License immediately if You fail to comply with the terms of this License, and You will forfeit any Fees paid to Engaged Learning. Sections 5, 6, 7, 8 and 9 of this License will continue to be in effect after this License ends for any reason.
NOTE: If You have a License that is no longer available from Engaged Learning (“Discontinued License”), the Discontinued License terminates either three (3) years from the date Engaged Learning first delivers the Content to You or when You convert the Discontinued License to an annually-renewing License, whichever occurs first.
5. Audit. Engaged Learning may audit Your records to verify compliance with this License at any time during the Term and up to two (2) years after the Agreement terminates. Any audit will be conducted after reasonable notice in writing from Engaged Learning and during Your normal business hours. If an audit uncovers an underpayment of more than five percent (5%) of the Fees due to Engaged Learning, You shall pay for the costs of the audit and the unpaid Fees due to Engaged Learning within ten (10) business days of the audit’s completion.
6. Indemnity. You will indemnify and hold Engaged Learning harmless from all claims, costs and reasonable attorneys’ fees that may arise out of or be connected to Your (or Authorized Users) failure to comply with this License. Engaged Learning will indemnify and hold You harmless from all claims, costs and reasonable attorneys’ fees that may arise if the Content actually infringes the intellectual property rights of someone other than You or Engaged Learning. If You seek indemnification, You must: (a) notify Engaged Learning immediately; (b) immediately stop using the Content; and (c) provide Engaged Learning with evidence that you have stopped using the Content. Engaged Learning has no indemnity obligation to You if You do not comply with the terms of this License, or if You fail to comply with the procedure described above. Engaged Learning may elect to indemnify You by either using reasonable efforts to replace the Content or providing You with a pro-rated refund of Fees.
7. Disclaimer and Limited Liability. THE CONTENT IS PROVIDED TO YOU “AS IS” AND ENGAGED LEARNING MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE CONTENT INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. ENGAGED LEARNING IS NOT LIABLE FOR ANY DAMAGES CAUSED TO ANY COMPUTER EQUIPMENT OR SOFTWARE OR OTHER EQUIPMENT FROM THE USE OF OUR CONTENT OR VIDEO. YOUR EXCLUSIVE REMEDY AND ENGAGED LEARNING’S TOTAL LIABILITY TO YOU UNDER THIS LICENSE IS LIMITED TO DIRECT DAMAGES INCURRED BY YOU UP TO THE TOTAL AMOUNT PAID BY YOU TO ENGAGED LEARNING. ENGAGED LEARNING IS NOT RESPONSIBLE FOR ANY INDIRECT DAMAGES INCLUDING SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.
8. Remedies. You agree that monetary damages may not properly make up for the unique losses Engaged Learning would suffer if You violate this License and Engaged Learning shall be entitled to, in addition to any other remedy Engaged Learning may have under this License or at law, attorney’s fees and reasonable costs of pursuing legal action and injunctive relief including specific performance of this License without the necessity of posting bond.
9. General. You and Engaged Learning are independent contractors. This License is governed by the laws of State of Washington. All disputes or lawsuits between You and Engaged Learning are subject to mandatory, binding arbitration which must take place in Vancouver, Washington. All arbitrations will be conducted under the Commercial Arbitration Rules of the American Arbitration Association. Engaged Learning reserves the right to obtain an injunction to prevent you from making any improper use of the Content. If Engaged Learning fails to enforce any of its rights under this License, those rights are not waived. This License will be interpreted in a way that makes it valid under applicable law. If any part of this License is held invalid, the rest of the License will remain valid. This License is the entire agreement between You and Engaged Learning.