This is a legally binding agreement between you (the “Licensor”) and Blue House Energy Retrofit and Training Inc. (“BHE”). By uploading any material (“assets”) to BHE’s digital asset management system, you agree to be bound by the following terms and conditions (the “Agreement”).
ARTICLE 1 - TERM
This Agreement will commence on the date the assets are uploaded to BHE’s digital asset management system and end only when terminated in accordance with the termination provision below.
ARTICLE 2 – OWNERSHIP AND LICENSE OF ASSETS
- The Agreement does not involve the assignment of any intellectual property rights of one party to the other. Each party shall remain the owner of any pre-existing intellectual property they own or that it subsequently creates or acquires.
- The Licensor hereby represents and warrants that they own the copyright, other intellectual property and all other rights in the assets, they are not violating any copyright or other rights of third parties and the use of the assets as contemplated in association with this Agreement will not infringe any third party rights, and they have the rights required to license the assets as provided in this Agreement.
- The Licensor grants BHE a worldwide, perpetual, non-exclusive license to use, reproduce, incorporate into, adapt, and otherwise utilize the assets uploaded to BHE’s digital asset management system, in whole or in part, for the purpose of developing and commercializing its courses.
- The license described in Article 2(c) will be subject to the terms and conditions in this Agreement including the compensation described below.
- The Licensor retains its moral rights to the Licensor’s assets and in all derivative works created by it. BHE agrees to credit the Licensor as author with each use of Licensor’s assets.
- The Licensor hereby indemnifies and holds harmless BHE from any and all losses, liability, damages, claims and expenses resulting directly or indirectly from Licensor’s breach of this Article 2.
Article 3 - CONFIDENTIALITY OBLIGATIONS
Subject to Article 9 herein, neither party shall disclose any information received from the other party that is either marked as confidential or might reasonably be considered confidential under the circumstances of disclosure (the “Confidential Information”) to any person, except to employees or representatives of such party who need to know the Confidential Information in order to complete the transactions contemplated under this Agreement, and except for Confidential Information that was previously held by the receiving party, is public knowledge or is independently developed or received by the receiving party without reference to the Confidential Information or through any breach of confidence. Each party shall use the same degree of care that such party uses to protect its similar confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information.
Article 5 - DISCLAIMER
Any express warranties of BHE contained in this agreement are the only warranties made by BHE. BHE expressly disclaims and excludes any and all other representations, warranties and conditions of any kind or nature, express or implied, including, but not limited to, representations, warranties and conditions arising by statute or otherwise in law or from a course of dealing or usage of trade.
Article 6 - LIMIT OF LIABILITY
Other than any rights to indemnification or protection of Confidential Information expressly provided in this Agreement, each party’s entire liability, for their breach or default of any of the provisions of this Agreement, shall in no event exceed the amount paid or due to the Licensor under this Agreement.
Article 7 – TERMINATION
BHE may, at its sole discretion, cease use of any or all of Licensor’s assets at any time with or without notice.
Article 8 - FEES
- BHE will pay the Licensor quarterly at a rate of ¢10 per Licensor image per course start (where the course includes a Licensor asset) in USD or CAD depending on which currency the course is sold.
- A course is defined by one or more modules. A course start is counted only when a named user first launches a course – not on successive entries into the course by the named user. Once the courseware has successfully initialized, it is deemed to be started.
Article 9 – GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Nova Scotia, Canada, and any unresolved disputes arising from it will be settled by the appropriate court situate in Halifax, Nova Scotia, and the parties attorn to the exclusive jurisdiction of such court.