Terms & Conditions Read Only
Members of the Common Ground Alliance who manage their own Learning Management System (LMS) have the opportunity to host individual modules within your own LMS. As part of the approval process, members must sign the below terms and conditions. Below is a copy for reference.
Terms & Conditions
COMMON GROUND ALLIANCE
EDUCATIONAL CONTENT LICENSE AGREEMENT
THIS EDUCATIONAL CONTENT LICENSE AGREEMENT (“Agreement”) is made on the date that Licensee, as defined below, first accesses or uses CGA Educational Content, as defined below (“Effective Date”). This Agreement is by and between the Common Ground Alliance (“CGA”), a District of Columbia non-profit corporation, and the CGA Member, 811 Centers, trade groups, or other organization that CGA authorizes to access or use CGA Educational Content, under and in accordance with the terms of this Agreement (“Licensee”).
WHEREAS, CGA owns or has property and license rights, including without limitation, copyrights, to certain educational content files that it may make available electronically to licensed CGA members at https://training.commongroundalliance.com/ or any additional or successor website determined by CGA in its sole discretion (“CGA Educational Content”);
WHEREAS, if Licensee is a member in good standing of CGA, it will remain so throughout the term of this Agreement. The term Licensee shall include all employees, contractors, agents, members or users of Licensee (“Licensee Associates”) who access or view CGA Educational Content in accordance with this Agreement. Licensee desires to license CGA Educational Content under this Agreement only for the following uses (together the “Use”): to permit Licensee and Licensee Associates to access and view the CGA Educational Content on: (a) Licensee’s learning management system (“LMS”) and/or (b) CGA’s educational content website at https://training.commongroundalliance.com/, CGA’s LMS or any additional or successor website determined by CGA in its sole discretion (together, “CGA’s Website”); and
WHEREAS, the parties desire to license the CGA Educational Content by CGA to Licensee and Licensee Associates for the Use described above pursuant to the terms and conditions of this Agreement,
NOW, THEREFORE, in consideration of the mutual promises below, and the recitals, which are incorporated herein, the parties agree as follows:
1. CGA Educational Content. CGA is, or its suppliers are, the sole and exclusive owners of the CGA Educational Content and all property rights therein and thereto, including, without limitation, copyrights therein. CGA has all rights necessary to provide access to and use of CGA Educational Content to Licensee under the terms of this Agreement.
2. Acceptance and Changes. Licensee and its Licensee Associates accept this Agreement by any one or more of the following: (a) any Licensee or any of its Licensee Associates access to, use of, or viewing of CGA Educational Content; (b) any expressed acceptance of this Agreement, by Licensee or any of its Licensee Associates signature, whether by live hard copy signature or electronic signature, including, without limitation, any click through acceptance of this Agreement; and/or (c) any other performance of this Agreement by Licensee or any of its Licensee Associates. CGA may change any or all of the terms or conditions of this Agreement from time-to-time in CGA’s sole discretion by notice to Licensee. Such notice may be in hard copy format or electronic, in CGA’s sole discretion, including, without limitation, changes to license or royalty fees, if any. Such changes shall be deemed accepted by Licensee and its Licensee Associates by any of the foregoing means of acceptance set forth in this section after the date of the notice of such changes to Licensee. If Licensee does not accept such changes, this Agreement shall automatically terminate.
3. Grant of License. CGA hereby grants to Licensee and its Licensee Associates a royalty-free, revocable, non-exclusive, non-transferable, personal license, without right of sublicense, solely to access and view CGA Educational Content and solely for the Use described herein (“License”); provided, that, Licensee and its Licensee Associates: (a) if Licensee is a member in good standing of CGA, it will remain a CGA member in good standing throughout the term of this Agreement and License; (b) are not in breach of this Agreement or License and comply at all times with the License and the terms of this Agreement, (c) do not sell, license, sublicense, encumber, pledge, hypothecate, transfer and/or otherwise dispose of any right, title, ownership, or interest in the CGA Educational Content, (d) do not reverse engineer or otherwise discover or attempt to discover source code for CGA Educational Content or copy, reproduce, disclose, access or permit access to, view or permit viewing of, distribute, perform, display, transmit, modify, edit and/or make derivative works of the CGA Educational Content, in whole or in part, except as otherwise expressly authorized under this Agreement and License, and (e) do not use the CGA Educational Content for any use other than the Use. Licensee and its Licensee Associates agree that the CGA Educational Content is and will remain the sole property of CGA or its suppliers and Licensee and its Licensee Associates agree not to directly or indirectly impair, contest, challenge or dispute such ownership. Licensee and its Licensee Associates agree that CGA or its suppliers, and not Licensee or its Licensee Associates, shall own all right, title and interest to CGA Educational Content derivative works, whether created by CGA, its suppliers, Licensee or Licensee Associates. Licensee and its Licensee Associates will permit CGA to inspect their access to and use of the CGA Educational Content at all reasonable times for compliance with this Agreement and License will take all actions reasonably requested by CGA to enable such inspections.
4. Reservation of Rights. Except as expressly granted in this Agreement, Licensee and Licensee Associates shall have no right, title, ownership, license, or interest of any kind in the CGA Educational Content. Nothing in this Agreement shall be construed as granting any license, right, title, ownership, or interest to Licensee in any of CGA’s other intellectual property, or a license to the CGA Educational Content for any use other than the Use. CGA or its suppliers, and not Licensee or its Licensee Associates, shall have the sole right and ability to file copyright registration or renewal applications with the United States Copyright Office and foreign offices in the name of CGA or its suppliers for CGA Educational Content or any derivatives thereof. Licensee and its Licensee Associates shall not object to or contest in any manner CGA’s or its suppliers copyright applications or subsequent registrations for the CGA Educational Content or any derivatives thereof.
5. Termination. CGA shall have the right to terminate this Agreement, without cause or liability and for its convenience, in its sole discretion, upon thirty (30) days written or electronic notice to Licensee. CGA shall have the right to terminate this Agreement immediately without liability in the event of breach of this Agreement by Licensee and shall provide Licensee written or electronic notice of such termination. The License granted under this Agreement shall automatically terminate upon the earliest to occur of the following: (a) as set forth in this Agreement; (b) if Licensee is a member in good standing of CGA, when Licensee ceases to be a member in good standing of CGA; (c) upon breach of this Agreement by Licensee or any of its Licensee Associates; or (d) upon termination of this Agreement for any or no reason in accordance with its terms. Upon termination of this Agreement or the License, Licensee and its Licensee Associates shall cease all access to, viewing of and use of the CGA Educational Content.
6. No Warranties and Liability Limitation. ALL CGA EDUCATIONAL CONTENT, THE LICENSE, AND ALL OTHER MATERIALS AND SERVICES PROVIDED BY CGA UNDER THIS AGREEMENT, IF ANY, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CGA MAKES NO WARRANTIES TO LICENSEE, ITS LICENSEE ASSOCIATES OR ANY OTHER PERSON UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, COMPLETENESS, OR NON-INFRINGEMENT. IN NO EVENT SHALL CGA BE LIABLE TO LICENSEE, ITS LICENSEE ASSOCIATES OR ANY OTHER PERSON FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, TORT, INCLUDING CGA NEGLIGENCE, CONTRACT, OR OTHERWISE. CGA’S LIABILITY TO LICENSEE, ITS LICENSEE ASSOCIATES OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO CGA’S COST TO PROVIDE THE CGA EDUCATIONAL CONTENT, THE LICENSE, AND OTHER SERVICES AND MATERIALS, IF ANY, UNDER THIS AGREEMENT TO LICENSEE.
7. Additional Licensee and Licensee Associate Obligations. During the term hereof, Licensee and its Licensee Associates shall have the following additional obligations: (a) Licensee’s LMS shall access and view CGA Educational Content on and through CGA’s Website, and CGA Educational Content shall not be stored in or otherwise reside in Licensee’s LMS after each such access and use; (b) Licensee’s LMS must use the CGA Educational Content in the form, substance and format provided by CGA, Licensee and its Licensee Associates shall not edit or modify the CGA Educational Content, and CGA shall have no obligation to modify or edit CGA Educational Content or its format; (c) Licensee and its Licensee Associates will provide CGA with information about their experience with CGA Educational Content as CGA may reasonably request from time-to-time, including, without limitation, responses to CGA surveys relating to CGA Educational Content and statistical information relating to CGA Educational Content; (d) Licensee and its Licensee Associates shall not permit access to, use of, or viewing of CGA Educational Content outside of Licensee’s LMS or CGA’s Website by anyone who is not a Licensee Associate; and (e) Licensee and its Licensee Associates shall not charge any fee, rate, price or other amount to any person or entity to access, use or view CGA Educational Content.
8. General Provisions. This Agreement contains the entire agreement between the parties on the subject matter hereof and supersedes all prior agreements, understandings, representations, promises, and assurances, oral or written, between the parties on the subject matter hereof. The waiver by either party of any provision of this Agreement (including but not limited to a waiver of a breach or violation) shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision of this Agreement. No waiver or modification of this Agreement shall be effective unless it is writing and signed by all parties. If any term of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith substitute valid terms that most closely reflect the intentions of the parties under the invalid, void, or unenforceable terms. The rights and obligations of the parties under this Agreement are subject to, and shall be construed under, the internal laws of the Commonwealth of Virginia without regard to its choice of law principles. Jurisdiction and venue for disputes under this Agreement shall lie in the local and federal courts situated in Alexandria, Virginia, and the parties shall not object to or dispute such jurisdiction and venue. Notices or other communications under this Agreement shall be written or electronic, including, without limitation, electronic mail, and addressed as follows: for Licensee, the last known address of record in CGA’s files for Licensee; and for CGA: Sarah K Magruder Lyle, 908 King Street, Ste. 200, Alexandria VA 22314, email: [email protected]; or such other address for a party provided by such party to the other party pursuant to notice sent in accordance with this Agreement. Notices sent to Licensee by CGA shall be deemed to be notices sent to Licensee and its Licensee Associates. Notices and communications shall be sent by nationally recognized overnight delivery service, charges prepaid, by courier, charges prepaid, by electronic mail, with confirmation of receipt, or by United States certified mail, return receipt, postage prepaid. Notices and communications shall be deemed effective and given upon receipt if delivered by courier or sent by overnight delivery service, upon confirmation of receipt if sent by electronic mail, or three (3) business days after mailing by United States mail. Except as otherwise set forth in the Agreement, all rights and obligations incurred during the term of this Agreement that have not been fully performed or realized at the time of termination of this Agreement shall survive termination of this Agreement.