This LICENSING AGREEMENT (this “Agreement”) is between Cogent Solutions LLC, an Oregon limited liability company doing business as Peer Driven PD (“Peer Driven PD” or the “Licensor”) the individual identified on the emailed invoice hereinafter referred to as “You” (the “Licensee”).
- Peer Driven PD has created online professional development courses specifically for K-12 teachers addressing a variety of topics (the “Licensed Materials”) which may be sold as individual courses or via an all-inclusive access pass. Peer Driven PD owns and maintains a website www.peerdrivenpd.com (the “Website”)
- The Licensee is a teacher who wishes to access the Licensed Materials for professional development.
- Peer Driven PD is willing to license the Licensed Materials, and the Licensee is willing to pay for use of the Licensed Materials.
D, Both Peer Driven PD and the Licensor wish to memorialize the terms of their agreement as set forth in this Agreement.
SECTION 1. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below:
1.1 Licensed Materials. The term Licensed Materials refer to all courses listed on the Website to this Agreement including the Peer Driven PD courses currently offered by Licensor and any subsequently developed Peer Driven PD courses. Peer Driven PD reserves the rights to update any or all of the Licensed Materials from time to time without prior notice.
1.2 Licensing Fee. The term Licensing Fee means the fees paid by the Licensee pursuant to Section 3 of this Agreement.
SECTION 2. GRANT OF RIGHTS AND TERM OF LICENSE
2.1 License. Peer Driven PD agrees to grant, and hereby grants to the Licensee, a non-exclusive license to use the Licensed Materials.
2.2 Term of License; Renewal. The License term is for a period of one year beginning the date of purchase (the “Term”). If a site-wide subscription is purchased (the “All Access Subscription”), t The Renewal Fee will be the same as the initial Licensing Fee. unless adjusted pursuant to Section 3. If the initial Licensing Fee was paid by credit card, Licensor will charge the Renewal Fee to the same card. If the initial Licensing Fee was paid by check, Licensor will invoice Licensee approximately thirty (30) days before expiration of the Term or Renewal Term. Failure to pay the Licensing Fee or Renewal Fee within thirty (30) days after the due date will result in termination of access to the Licensed Materials.
2.3 Scope of License. The License is issued to Licensee and may not be transferred to or shared with any other user.
2.4 Ownership Rights. Except for the license granted by the Licensor in Section 2.1 of this Agreement, the Licensor retains and reserves all rights, title, and interest, including but not limited to all intellectual property rights, in and to the Licensed Materials. The Licensee agrees not to contest or challenge the validity or ownership by the Licensor of, or any of the Licensor’s right, title, and interest in, the Licensed Materials or any registrations or applications therefor, and the Licensee will not at any time do or allow to be done any other act or omission that may impair the Licensor’s rights in and to the Licensed Materials without the Licensor’s prior written consent, which consent may be withheld in Licensor’s sole discretion. Without limiting the generality of the foregoing, the Licensee will not attempt to register any trademarks or copyrights with respect to the Licensed Materials in any jurisdiction.
SECTION 3. LICENSING FEE; ADJUSTMENTS TO RENEWAL FEE
3.1 Licensing Fee. As consideration for the rights and licenses granted by the Licensor in Section 2 of this Agreement the Licensee agrees to pay the Licensor
3.2 Adjustments to Renewal Fee. Licensor reserves the right to adjust Renewal Fees from time to time based upon market conditions and other factors.
SECTION 4 RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Licensor and Licensee. Licensee shall not be responsible for withholding taxes with respect to any Licensing Fee paid to Licensor. Neither Licensee nor Licensor shall have any claim against the other for any form or type of benefits, including, without limitation, vacation pay, sick leave, retirement benefits, disability, social security, worker’s compensation, or unemployment insurance benefits.
SECTION 5. NO WARRANTY REGARDING TEACHING LICENSURE REQUIREMENTS.
Licensor makes no warranties or representations that courses in the Licensed Materials will apply to requirements for teacher license renewal with any state or local agency. It is the Licensee’s responsibility to verify with his or her applicable school district or licensing agency whether the Licensed Materials may be used for any teaching license renewal requirements. No refunds will be issued to Licensee on the basis that the Licensed Materials were ineligible for any teaching license renewal requirements, school district requirements, or any other federal, state, or local requirements.
SECTION 6. TERMINATION AND EFFECT OF TERMINATION
6.1 Termination. The Licensor may terminate this Agreement if the Licensee breaches or fails to perform any provision of this Agreement, including, but not limited to, the failure to pay the Licensing Fee set forth in Section 3 of this Agreement, and failure to cure such breach or failure to perform within 30 days.
6.2 Effect of Termination. Upon termination, the License shall expire and all access to the Licensed Materials will be terminated. It is the Licensee’s responsibility to document all course progress and completion before termination of the License, Licensor may, in its discretion, permit Licensee to download Certificates of Completion for a brief period of time after termination but makes no guarantees that this information will be retained for any particular time period after .
SECTION 7. GOVERNING LAW AND VENUE.
This Agreement shall be governed by and interpreted under the laws of the State of Oregon without regard to conflicts of law principles. Venue for any action to enforce or interpret this Agreement, including mediation or arbitration pursuant to Section 8, shall occur in Portland, Oregon.
SECTION 8. DISPUTE RESOLUTION.
8.1 Mediation. In the event of a dispute arising out of the enforcement or interpretation of this Agreement, the Parties shall engage in good faith mediation using a neutral third-party mediator. The Parties shall each pay one-half of the mediator’s fees, unless otherwise agreed by the Parties. The mediator shall prepare a written summary memorializing of all points of agreement resulting from mediation, which summary shall be signed by each Party before the conclusion of the mediation. The Parties may, but are not required to, execute a separate settlement agreement prepared by personal counsel for the Parties.
8.2 Arbitration. If the dispute cannot be resolved through mediation, the Parties shall submit any remaining dispute(s) to binding arbitration using a single arbitrator following the rules of the Arbitration Service of Portland, Inc., or its successor organization. The Parties shall each pay one-half of the costs of the arbitration, including the arbitrator’s fees, unless otherwise agreed by the Parties.
SECTION 9. MISCELLANEOUS PROVISIONS.
9.1 Binding Effect. This Agreement is binding on and inures to the benefit of the parties and their permitted successors, and .
9.2 Age of Access. You must be 18 years old or older to use our site. IF YOU ARE UNDER THE AGE OF 18, YOU ARE PROHIBITED FROM USING OUR SITE IN ANY MANNER AND MAY NOT REGISTER FOR AN ACCOUNT OR SUBSCRIBE TO OUR EMAIL MARKETING.
9.3 Assignment. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other party, whose consent may be withheld for any reason.
9.4 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or may be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.
9.6 Amendments. This Agreement may be amended only by an instrument in writing executed by all the parties, which writing must refer to this Agreement.
9.7 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement.
9.8 Licensee agrees to all terms upon entering credit card information, paying an invoice, and selecting “Agree ot Terms” at checkout.
9.9 Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision.
9.10 Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that in addition to damages, the other parties will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
9.11 Severability. If any provision of this Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be impaired in any way.
9.12 Entire Agreement. This Agreement (including the Exhibit) constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral.