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2. The Names: You acknowledge and agree that we are the owner of the names, and, as applicable, the internet domain names, “Key to Learning”, “Key to Learning at Home” and any variations thereof, including but not limited to any and all designs, logos, trade dress, marks, trademarks (whether or not included in any formal trademark application already or in the future), brands and branding associated with these names (all these collectively referred to herein as the “Names”).
3. The Materials: In connection with your Membership, we have provided and are providing you with access to materials related to your Membership, including content, assets, intellectual property and materials, which hereby include any and all materials we provide to you as a general user of our website, whether already or in the future, and also include any and all additional materials we provided to you as a Member, whether already or in the future, and which may or may not include or be labelled with the Names (herein, the “Materials”). You acknowledge and agree that we are the sole and exclusive owner of the Materials.
4. Natural Person: You and we agree (i) that we are providing the Materials under this Agreement to you personally, individually and as a natural person, and also to your, or Licensee’s Entity (or Licensee’s Entities) (as defined in the following section), if any; therefore, you are entering into this Agreement as an individual and also on behalf of any Licensee’s Entity, and (ii) that we are providing the Materials to you for your own personal and individual education and development and for the benefit of any Licensee’s Entity and for no other purpose except as may be provided in this Agreement. If you use the Materials for any Licensee’s Entity, then you and such Licensee’s Entity (or Licensee’s Entities) shall be bound jointly and severally and hereby agree to every term of this Agreement and you are hereby representing you have the express authority of Licensee’s Entity (or Licensee’s Entities) to so bind and agree on behalf of such entity (or entities).
5. Our Grant of License to You: Licensor hereby grants to Licensee and Licensee hereby accepts the right, privilege and nonexclusive license to use the Materials solely in connection with Licensee’s personal individual use and for the benefit of Licensee’s Entity (or Entities), if any; in this Agreement “Licensee’s Entity” or “Licensee’s Entities” shall mean the website(s), business entity (or entities), organization(s) or other entity (or entities) of which Licensee personally and individually is at least a 50 percent owner. Licensee shall use the Materials at all times for Licensee’s personal individual use and/or for the use of Licensee’s Entity (or Licensee’s Entities), if any, and for no other purpose. Licensor represents and warrants that, to the best of its knowledge, it owns all rights and privileges to the Names and Materials, including but not limited to all rights under any and all applicable intellectual property and general property laws.
6. License Fee: Licensee represents Licensee has duly paid Licensor a license or membership fee for the use of the Names and Materials to which Licensee has been given access by Licensor. If a User/Licensee has obtained unauthorized access to certain member areas or to Materials for which the User/Licensee hasn’t paid, such User/Licensee is in material breach of this Agreement, including Licensor’s Terms & Conditions.
7. Nonexclusivity: Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or Materials or from utilizing or modifying the Names or Materials in any manner whatsoever. Licensee agrees not to interfere in any manner with, or attempt to prohibit the use of the Names and Materials by, any other licensee duly licensed by Licensor.
8. Protection of Our Title & Rights: Licensee agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to the Names and Materials or attack the validity of the license granted herein. Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’s right to the Names and Materials. Licensee shall notify Licensor in writing of any infringements or imitations by others of the Names and Materials which may come to Licensee’s attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor’s rights in and to the Names and Materials, and Licensor shall reimburse Licensee its reasonable costs for such cooperation unless Licensee is in breach of this Agreement. It is agreed that nothing contained in this Agreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Names and Materials, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use and utilize the Names and Materials only as specifically and expressly provided in this Agreement. Licensee hereby agrees that at the termination or expiration of this Agreement, Licensee will be deemed to have assigned, transferred and conveyed to Licensor any trade rights, equities, good-will, titles or other rights in and to the Names and Materials which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or conform the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this Agreement. Licensee recognizes that there exists great value and good-will associated with the Names and Materials, and acknowledges that the Names and Materials and that all rights therein and good-will pertaining thereto belong exclusively to Licensor, and that the Names and Materials have a secondary meaning in the mind of the public.
9. Use of Names and Materials: Licensee shall have no right to affix the Names or Materials to any building, sign, merchandise, image, website or webpage, document or other item, whether online or offline, without first obtaining Licensor’s express written consent, which consent shall be within the reasonable discretion of Licensor. Licensee shall have no right to copy any of the Names or Materials, without first obtaining Licensor’s express written consent, which consent shall be within the sole discretion of Licensor. Licensee shall have no right to modify any of the Materials without first obtaining Licensor’s express written consent, which consent shall be within the reasonable discretion of Licensor. Licensee hereby promises that Licensee’s use of the Names or Materials, whether directly or by association, (i) shall not in any way reflect negatively on Licensor’s Names, Materials or Licensor, and (ii) shall be and are fully compliant and complimentary with any applicable laws, regulations, corporate rules and guidelines. If or when Licensor provides Licensee with a part of the Materials as a template for Licensee’s modification and personal individual use or for use with Licensee’s Entities (the “Template”), Licensee may copy and modify the Template as long as Licensee’s use and modifications of the copy of the Template fully complies with Licensor’s written instructions for the Template and with the terms of this Agreement. After Licensee’s full compliance with Licensor’s written instructions for modifying the Template (thereafter “Licensee’s Modified Template”), Licensee may affix Licensee’s Modified Template to any website or webpage, document or other item, whether online or offline. Licensee further agrees to fully complete and comply with Licensor’s written instructions for the Template, including without limitation any attribution or copyright-notice instructions. Licensee also acknowledges and agrees that Licensor shall retain full and exclusive ownership of Licensor’s Template, which Licensor may update and modify from time to time at its sole discretion. Licensee agrees that the Names and Materials are the sole property of Licensor and that Licensee has no interest whatsoever in such Names and Materials, and Licensee shall use the Names and Materials only for so long as the license granted hereby remains in full force and effect. Licensee shall not take any actions, or aid or assist any other party to take any actions that would infringe upon, harm or contest the proprietary rights of Licensor in and to the Names and Materials. Any information that Licensee is exposed to by virtue of their relationship with Licensor under this Agreement, which information is not available to the general public, including without limitation the Materials and Licensor’s original Templates, shall be considered to be “Confidential Licensor Information.” Licensee may not disclose any Confidential Licensor Information to any person or entity, except when and where compelled by law, unless Licensee obtains prior written consent for such disclosure from Company.
11. Lifetime Access, Term, Termination: If at any time Licensor offers Licensee “Lifetime Access” to the Materials, “Lifetime Access” shall mean Licensee’s license rights granted hereunder and rights to use the Materials may be terminated by Licensor immediately with or without notice and without the opportunity to cure should any of the following events occur: (i) the death of Licensee, or (ii) the end of Licensor’s business as a going concern, including, for example and without limitation, by its bankruptcy, or (iii) the end of, or disability for greater than 12 months of, Licensor’s access to and use of the internet, which is the primary platform or system by which the Materials are delivered to Licensee, or (iv) Licensee shall fail or refuse to perform any other obligation created by this Agreement of Licensee breaches any term or condition of this Agreement or any other agreement between Licensee and Licensor or its affiliates, or (v) Licensee has made any misrepresentations relating to the acquisition of the license granted herein, or (vi) Licensee engages in conduct which reflects unfavorably on the Names and Materials or upon the operation and reputation of Licensor’s business. Licensee may not terminate this Agreement. In the event of termination of this License for any reason, Licensee shall immediately cease all use of the Names and Materials and shall not thereafter use any material, name, mark or trade name similar thereto. Termination of the license under the provisions of this subsection shall be without prejudice to any rights which Licensor may otherwise have against Licensee.
12. Relationship of Parties. Licensee shall not in any manner or respect be the legal representative or agent of Licensor and shall not enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this Agreement is only a contract for the license of the Names and Materials. Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers or of franchisor / franchisee. This Agreement and all rights and duties hereunder are personal and individual as to Licensee and Licensee shall not, without the written consent of Licensor, which consent shall be granted or denied in the sole and absolute discretion of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of law. This Agreement may not be waived or modified except by an express agreement in writing signed by both parties by non-electronic signature. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement with respect to its subject matter, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights.
13. Additional Member Covenants. Without limitation of any other term of this Member Agreement, Licensee, i.e., you, also agree to the following covenants:
(1) That, online or offline, you only will use our Materials in Your Home, except as provided in H.(2) below; “Your Home” means in or within your primary dwelling place for you and “Your Immediate Family” (as defined below); Your Home may include outdoor areas accessible via a secure Wi-Fi network belonging to and used by Your Immediate Family.
(2) That, online or offline, you will limit the use of our Materials to only be used by, with or for the benefit of Your Immediate Family and no other person, except as provided in this subsection H.(2) below; “Your Immediate Family” includes only those persons who share Your Home with you as their primary dwelling place and who are your parent(s), spouse or domestic partner, and/or your child(ren); you also may use the Materials with children who are not your own but are in your care in Your Home or in their home; you may use the Materials with up to three (3) children in total, and no more; additional Memberships for four (4) or more children are available by emailing email@example.com
(3) That you will not share any of your log-in details giving you access to the Materials, or any of the program content, including your log-in name(s) and/or password(s), with anyone. Your log-ins, devices and IP addresses will be tracked and any unauthorised log-ins will result in your access being permanently suspended.
(4) That, online or offline, you will not use any of our Names or Materials for your own financial benefit, nor for the financial benefit of Your Immediate Family or any third party or entity.
14. Notices. All notices from us to you relating to this Agreement will be sent to the email address you have provided to us. If or when you would like to notify us about your Membership or about anything relating to this Agreement, you can do so at the following email address: firstname.lastname@example.org including the word “membership” in the subject line.
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END OF MEMBER AGREEMENT