1. GRANT OF LICENSE
The Program includes copyrighted material owned by Soteria Solutions. Soteria Solutions grants End User the following non-exclusive rights provided it agrees to and complies with all terms and conditions of this Agreement:
- End User has the right to use, disseminate, distribute, and facilitate the Program at its End User only and is not permitted to use, disseminate, distribute, and/or facilitate the Program outside of its End User. Any redistribution or publication outside of End User is strictly prohibited.
- End User will not make copies of the Facilitator Guide it receives.
- End User agrees to purchase additional copies of the Facilitator Guide from Soteria Solutions, if they are needed.
2. ADAPTATION RIGHTS
End User has permission to adapt the Program solely for purposes of relating the Program to its End User.
- End User shall not make changes to the overall structure or content of the Program. End User agrees to retain the name Bringing in the Bystander® as the official title of the Program and is permitted to add “at [Name of End User].”
- Slides may be customized with branding and the colors of End User but the content and structure of the slides may not be changed.
- End User shall include in the footer of all materials “Program Adapted with Permission from Soteria Solutions.”
- End User agrees to submit a copy to info@soteriasolutions.org of all materials amended in compliance with Section 2 five business days in advance of scheduled training.
3. PROPRIETARY RIGHTS
All intellectual property rights in the Program are owned by Soteria Solutions and are protected by law, including but not limited to confidential information, copyright, and trademark law, as well as other applicable laws and international treaty provisions. The End User shall not remove any product identification, copyright notices or any other proprietary restrictions from the Program.
4. TERM
This Agreement will automatically terminate three (3) years from the Effective Date or in the event that either party breaches any terms of this Agreement. The End User agrees to immediately discontinue use of the Program if a new agreement is not executed upon termination of this Agreement.
5. INDEMNITY
To the extent permissible by law and reserving all immunities available to it by constitution or law, the End User agrees to indemnify and hold Soteria Solutions and its officers, directors, employees, shareholders, and agents harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to the End User’s violation of the terms and conditions of this Agreement, the End User’s violation of any laws, regulations or third party rights, or the End User’s negligent act, omission or willful misconduct.
6. CONSIDERATION
The End User agrees to pay a one-time licensing fee for the Program (includes 2 (two) copies of the Facilitator Guide and seven modules of the PowerPoint) in concurrence with signing this Agreement.
7. APPLICABLE LAW
This Agreement is governed by the laws of the State of New Hampshire. Parties agree to bring any actions or claims in the federal or state courts of New Hampshire.
8. ASSIGNMENT
Except as otherwise provided in this Agreement, the End User may not assign any of his, her or its rights under this Agreement without the prior written consent of Soteria, which may withhold its consent. The End User shall be permitted to assign its rights or obligations under this Agreement, but no such assignment shall release the Company of any obligations pursuant to this Agreement.
9. WARRANTY OF FITNESS
Except as expressly set forth in this agreement, the services to be purchased under this
services agreement are furnished as is, where is, with all faults and without warranty of any kind, express or implied, including any warranty of merchantability or fitness for any particular purpose.
10. ENTIRE AGREEMENT
This Agreement represents the entire agreement of the Parties and may be modified or amended only in written instrument signed by both Parties.