PIE GENERAL TERMS AND CONDITIONS
These PIE General Terms and Conditions are incorporated into and form a part of the Prepr Labs License Agreement between Prepr Foundation, as Licensor, and the applicable Licensee.
- Unless expressly stated otherwise, in this Agreement each of the following terms has the meaning set forth below, and grammatical variations of such terms have corresponding meanings:
“Agreement” means the Prepr Labs License Agreement between Licensor and Licensee, comprised of the Licensee Specific Terms and Conditions and these PIE General Terms and Conditions, as the same may be amended from time to time in accordance with the provisions hereof; “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular article or section; “Article” or “Section” means and refers to the specified article or section of these PIE General Terms and Conditions;
“PIE” means the system developed and owned by Licensor for teaching individuals the interdisciplinary problem-solving framework known as the PIE, including all instructions, discussions, exercises, demonstrations, teaching aids, diagrams, illustrations, pictures, graphics, documentation and other content and files on the PIE Materials, and any Enhancements thereto provided by Licensor from time to time;
“PIE Material” means the eBook, assignment outlines, workbooks, videos, method cards, minds-on cards and other material which embody the PIE, as provided to Licensee pursuant to this Agreement;
“Authorized Instructors” means the employee or employees (up to a maximum of two (2)) of Licensee designated by Licensee to teach the course or program for which the PIE is being used, as identified in the Licensee Specific Terms and Conditions, and any employee designated to replace such employee(s) during the term of this Agreement, whether temporarily or permanently;
“Authorized Students” means those students registered at Licensee’s institution and enrolled in the course or program for which PIE is being used to teach the interdisciplinary problem-solving framework, up to the maximum number of authorized students as set forth in the Licensee Specific Terms and Conditions;
“Business Day” means Monday to Friday inclusive, except statutory or civic holidays observed in Mississauga, Ontario;
“Designated Site” means the location(s) where Licensor is authorized to use the PIE, as set forth in the Licensee Specific Terms and Conditions;
“Effective Date” means the effective date of the license granted under this Agreement, as set forth in the Licensee Specific Terms and Conditions;
“Enhancements” means all enhancements, improvements, additions, deletions, amendments or other modifications to the PIE;
“include”, “includes” and “including” shall be deemed in each case to be followed by the words “without limitation” and are not to be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;
“Intellectual Property Rights” includes any proprietary right provided under (i) patent law, (ii) copyright law, (iii) trade-mark law, (iv) design patent or industrial design law, (v) semi-conductor chip or mask work law, and (vi) any other statutory provision or common law principle which may provide a right in either (a) ideas, formulae, algorithms, concepts, processes, methods, inventions or know-how generally including trade secret law, or (b) the expression of such ideas, formulae, algorithms, concepts, invention or know-how;
“Licensee Specific Terms and Conditions” means the particulars of the license granted to Licensee hereunder as set out in the first two pages of this Agreement, which Licensee Specific Terms and Conditions incorporate these PIE General Terms and Conditions;
“License Term” has the meaning given to that term in Section 2.1; and
“Person” includes an individual, corporation, partnership, trust, unincorporated organization, the Crown or any agency or instrumentality thereof, and any other entity recognized by law.
- LICENSE GRANT
- Permitted Use. Subject to the terms herein, Licensor hereby grants to Licensee a personal, limited, non-transferable and non-exclusive license for the Authorized Instructors to use the PIE for the sole and exclusive purpose of teaching the problem solving framework for success to the Authorized Students at the Designated Site. The license granted in this Section shall be effective from the Effective Date, as set out in the Licensee Specific Terms and Conditions, until the end of the term of this Agreement as set out in Section 7.1 (the “License Term”). Licensee’s right to use the PIE is limited to those rights expressly set out in this Agreement.
- Restrictions on Use. Licensee shall (a) not copy the PIE, in whole or in part, including any electronic copy onto a computer, CD or other storage device, and including any printout or transcription of the PIE, except to make those copies as expressly permitted in the Licensee Specific Terms and Conditions, if any; (b) not rent, loan, lease (including timesharing or service bureau use), export, sell, distribute, assign, transfer, grant a sublicense to use, or otherwise make available the PIE, in whole or in part, to any Person other than the Authorized Instructors and the Authorized Students who have been advised of the restrictions set forth in this Section 2.2; (c) not use the PIE except as authorized under this Agreement and take all reasonable precautions to prevent any other Person from using the PIE in any way that would constitute a breach of this Agreement; and (d) not modify, revise, customize, translate or create derivative works of the PIE or attempt to do any of the foregoing.
- Authorized Students and Authorized Instructors. Within ten (10) Business Days of the Effective Date, Licensee shall provide Licensor with (i) the identity of the Authorized Instructors, (ii) a list of the Authorized Students, and (iii) a schedule (including room number) of the applicable course or program for which the PIE is being used. The identity of Authorized Students shall remain the same for the License Term, provided that additional Authorized Students may be added during the License Term up to the number of Authorized Students set out in the Licensee Specific Terms and Conditions. Another student may not be substituted for an Authorized Student that de-enrols from the applicable course or program during the Term. Licensee shall promptly provide Licensor with notice of any changes to the Authorized Instructors, the list of Authorized Students or the schedule during the License Term.
- Licensee shall permit Licensor or its authorized representatives to perform periodic inspections of the Designated Site during normal hours of operation to ensure compliance with the terms of this Agreement.
- Delivery and Equipment. On or prior to the Effective Date, Licensor shall provide Licensee with that number of copies of the PIE Material as set forth in the Licensee Specific Terms and Conditions, reflecting those volumes of the PIE being licensed to Licensee hereunder as set forth in the Licensee Specific Terms and Conditions. Licensee acknowledges that Licensor is not providing any software or other equipment or resources required to make use of the PIE. (software: may or may not get access – software’s role is to manage assignments, feedback, certifications.
- PROPRIETARY RIGHTS
- Ownership of PIE. Licensee acknowledges that Licensor is and shall remain the owner of the PIE and all Intellectual Property Rights relating thereto. Nothing in this Agreement shall be taken to convey to Licensee an ownership interest of any kind in the PIE. Licensee’s rights in the PIE are limited to those expressly granted in Article 2. All rights and interest in and to the PIE not expressly granted herein are reserved by Licensor.
- Confidential Information. The PIE incorporates trade secrets and otherwise constitutes the confidential information of Licensor, which Licensee agrees to treat as confidential. Licensee shall use all reasonable efforts (and, in any event, efforts that are no less than those used to protect its own confidential information) to prevent the PIE from being disclosed to unauthorized Persons.
- Proprietary Notices. Licensee will not delete or in any manner alter the Intellectual Property Rights notices of Licensor, if any, appearing on any PIE Material. Licensee will reproduce and display such notices on each copy it makes of any PIE Material, subject to the restrictions in this Agreement on copying.
- Protection of PIE. Licensee will store the PIE Material in a locked drawer or cabinet and otherwise use reasonable efforts to protect Licensor’s rights in the PIE and will promptly report to Licensor any infringement, misappropriation or other violation of such rights, including any breaches of Sections 2.2 or 3.2, of which Licensee becomes aware.
- Licensee agrees that Licensor shall own, and Licensee hereby transfers to Licensor, all right, title and interest in and to any Enhancements or other feedback suggested or otherwise communicated by Licensee to Licensor in respect of the PIE.
- FEES AND PAYMENT
- Licensee Fee. Licensee shall pay to Licensor the applicable license fees as set out in the Licensee Specific Terms and Conditions, in accordance with the payment schedule set out in the Licensee Specific Terms and Conditions. Licensee hereby acknowledges the fees in respect of the licence granted under Section 2 to be fully earned and non-refundable, in whole or in part, upon delivery of the PIE Material to Licensee, subject to Section 4.4.
- Taxes and Duties. In addition to the amounts specified under this Agreement, Licensee agrees to pay all applicable taxes, duties and other related governmental charges, fees and levies, if any, exigible on the transactions contemplated by this Agreement, exclusive of taxes based on the net income of Licensor.
- Overdue Amounts. Any amounts owed to Licensor shall bear interest after the due date until paid in full at one and a half per cent (11/2%) per month (eighteen per cent (18%) per annum).
- If at any time within thirty (30) days of the Effective Date Licensee is not satisfied with the PIE, then Licensee may terminate this Agreement upon providing notice of same to Licensor within such thirty (30) day period and Licensor shall be entitled to receive a refund of any money paid by Licensee to Licensor hereunder, provided that Licensee has fully complied with the terms of this Agreement.
- Express Warranty.
- OTHER THAN AS EXPRESSLY SET OUT HEREIN, THERE ARE NO REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Without limiting the generality of the foregoing, Licensor does not warrant that the PIE meets any standards or criteria suggested or mandated by any school board or any governmental or quasi-governmental body, agency, representative or instrumentality.
- LIMITATION OF LIABILITY
- EXCLUSION OF DAMAGES. LICENSOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE PIE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IN LAW OR EQUITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- LIMITATION OF DAMAGES. LICENSEE AGREES THAT THE MAXIMUM LIABILITY OF LICENSOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES UNDER ANY AND ALL CIRCUMSTANCES IS LIMITED TO ONE THIRD OF THE FEES PAID TO LICENSOR BY LICENSEE IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM IN RESPECT OF SUCH LIABILITY. NOTHING IN THIS SECTION SHALL BE TAKEN TO LIMIT THE INTENDED EFFECT OF SECTION 6.1.
- FUNDAMENTAL BREACH. A fundamental breach or breach of a fundamental term of this Agreement by Licensor shall not limit the intended effect of any provision of this Agreement which is expressed to limit Licensor’s liability.
- TERM AND TERMINATION
- The term of this Agreement shall end on the Expiry Date, as set out in the Licensee Specific Terms and Conditions, unless earlier terminated in accordance with this Article or Sections 4.4 or 5.2.
- Termination by Licensor. Licensee shall be deemed to be in default under this Agreement, and Licensor may terminate this Agreement and all rights granted herein (without prejudice to any other rights, remedy or relief against the Licensee) effective immediately on notice to Licensee, if Licensee:
- is in breach of any obligation on its part to pay any monies owed to Licensor pursuant to this Agreement or otherwise and fails, where curable, to cure such default and satisfy Licensor that such default has been cured within five (5) calendar days of receiving notice in writing from Licensor to cure same; or
- is in breach of any other provision of this Agreement, and where such default is curable, fails to cure such default and satisfy Licensor that such default has been cured within thirty (30) days of receiving notice in writing from Licensor to cure the same.
- Termination by Licensee. Licensee may terminate this Agreement upon notice to Licensor if use of the PIE in accordance with this Agreement is held by a court of competent jurisdiction to infringe the Intellectual Property Rights of any third party and the Licensor fails to either procure from such third party for Licensee the right to continue using the PIE or to replace or modify the PIE so that it becomes non-infringing, at its own expense, within sixty (60) days of receipt of notice from the Licensee. Notwithstanding the foregoing, Licensee shall have no right to terminate this Agreement and Licensor shall have no obligation under this Section 7.3 to the extent any claim of infringement results from (i) use of the PIE in combination with any component not supplied by Licensor; or (ii) any modification to the PIE by or on behalf of Licensee which is not performed or authorized in writing by Licensor, if the infringement would not have occurred but for such combination or modification.
- Licensee’s Obligations on Termination. Upon the termination of this Agreement, Licensee shall:
- immediately pay to Licensor all amounts due under this Agreement then unpaid;
- immediately discontinue use of the PIE and at the option of Licensor return or destroy all PIE Material and all copies thereof in any form and delete same from all of Licensee’s computers and storage devices (provided that nothing in this Section shall be taken to authorize the making of any copies); and
- have a duly authorized officer of Licensee certify that the above has been done.
- PROMOTIONAL MATERIAL
- Customer Reference. Licensor shall be entitled to refer to Licensee as a user of the PIE in Licensor’s promotional materials.
- Licensee agrees to provide to Licensor testimonials regarding the experiences of Licensee, Authorized Instructors and Authorized Students in using the PIE. Licensee authorizes Licensor to include such testimonials in Licensor’s promotional materials and shall obtain the consent of the Authorized Instructors and the Authorized Students for such purpose.
- Headings and Index. The division of this Agreement into Articles, Sections and Schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
- Extended Meanings. In this Agreement, words importing the singular include the plural and vice versa and words importing gender include all genders.
- Relationship of the Parties. In giving effect to this Agreement, neither party will be or be deemed an agent of the other for any purpose and their relationship in law to the other will be that of independent contractor. Nothing in this Agreement will constitute a partnership in law or a joint venture between the parties. Neither party will have the right to enter into contracts, pledge the credit of or incur expenses on behalf of the other.
- Licensee shall have no right to assign, licence or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Licensor. Licensor may assign its rights and obligations under this Agreement upon notice of same to Licensee.
- Entire Agreement. It is understood and agreed that this Agreement, comprised of the Licensee Specific Terms and Conditions and these PIE General Terms and Conditions, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all proposals, prior agreements, undertakings, communications, negotiations and discussions with respect to the subject matter hereof whether oral or written. Except as provided herein, there are no conditions, representations, warranties, undertakings, promises, inducements or agreements whether direct, indirect, collateral, express or implied made by Licensor to Licensee.
- No waiver of or consent to depart from the requirements of any provision of this Agreement shall be binding against either party unless it is in writing and is signed by the party giving it. Such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it has been given and shall not be deemed or constitute a waiver of any other provisions (whether or not similar) and shall not constitute a continuing waiver unless otherwise expressly provided. No failure on the part of either party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
- Amendments and Paramountcy. No supplement, modification or amendment of this Agreement shall be binding on the parties except when made in writing and when signed by duly authorized representatives of the parties. If the parties agree in writing to amendments, or in the Licensee Specific Terms and Conditions, to terms that contradict with the verbiage in these PIE General Terms and Conditions, the amendments or the Licensee Specific Terms and Conditions, as applicable, will prevail.
- Any notice, demand or other communication (in this Section, a “notice”) required or permitted to be given or made hereunder will be in writing and will be sufficiently given or made if: (a) delivered in person on a Business Day, and in the case of notice to Licensee, left with a receptionist or other responsible employee of Licensee; (b) sent by registered mail; or (c) in the case of notice to Licensee, sent by facsimile transmission receipt confirmed;
if to Licensor, to:
if to Licensee, to the Licensee contact information specified in the Licensee Specific Terms and Conditions.
Each notice sent in accordance with this Section will be deemed to have been received: (d) on the day it was delivered; (e) on the third Business Day after it was mailed (excluding each day on which there is any interruption of postal services due to strike, lockout or other cause); or (f) on the same day that it was sent by facsimile transmission provided that it was sent during normal of the recipient on a Business Day, otherwise, on the first Business Day thereafter. Contact particulars for notice may be changed by giving notice in accordance with this Section.
- Applicable Law. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto.
- Severability of Provisions. If any of the provisions or part thereof contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions or parts thereof contained herein shall not be in any way affected or impaired thereby.
- Sections 2.3, 2.4, 3.1, 3.2, 3.4, 3.5, 4.3 and 7.4 and Articles 6, 8 and 9 shall survive termination of this Agreement.
- Further Assurances. Each party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as the other party may in writing at any time and from time to time reasonably request be done or executed, in order to give full effect to the provisions of this Assignment.
- This Agreement shall enure to the benefit of and be binding upon each of the Parties and their respective successors (including by amalgamation or statutory arrangement) and permitted assigns.
We need to ensure Prepr is always indemnified of any loss or liability.