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LICENSE AGREEMENT for Jesse Lewis Choose Love Movement™ Programs and Services

This is a legal agreement (“Agreement”) between you, your educational institution or your organization, as applicable (“Licensee”) and the Jesse Lewis Choose Love Movement, a not-for profit having a place of business at Newton, Connecticut (“Choose Love Movement”), on behalf of itself and its Affiliates.

IF YOU WANT TO ACCESS AND/OR USE A JESSE LEWIS CHOOSE LOVE MOVEMENT™ PRODUCT/SERVICE (“LICENSED MATERIAL”) ON BEHALF OF YOURSELF OR YOUR EMPLOYER, YOU MUST EXECUTE THIS AGREEMENT BY TYPING YOUR NAME AND THE NAME OF YOUR EMPLOYER (IF APPLICABLE) WHERE INDICATED AT THE END OF THIS AGREEMENT, AND PRESSING THE ICON MARKED “I AGREE”.  BY EXECUTING THE AGREEMENT IN THIS WAY, YOU ARE REPRESENTING THAT (1) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR EMPLOYER (AS APPLICABLE), (2) YOU ACKNOWLEDGE HAVING READ THE TERMS OF THIS AGREEMENT, AND (3) LICENSEE, FOR ITSELF AND FOR ITS EMPLOYEES, CONSULTANTS AND AGENTS WHO ACT FOR ON OR ON ITS BEHALF, AGREES TO BE BOUND THEREBY.  IF THE TERMS OF THIS AGREEMENT ARE NOT AGREED TO, THE CHOOSE LOVE MOVEMENT WILL NOT PROVIDE NOR PERMIT ACCESS TO AND/OR USE OF THE LICENSED MATERIAL, IN WHOLE OR IN PART.

IF YOU WANT TO SAVE A COPY OR PRINT FOR REVIEW A HARD COPY OF THE TERMS OF THIS AGREEMENT PRIOR TO EXECUTION, PLEASE CLICK ON THE FOLLOWING LINK:  https://www.jesselewischooselove.org/license-agreement/

Grant of License.  Pursuant to the terms of this Agreement, the Choose Love Movement grants Licensee a nonexclusive and nontransferable license, without rights of sublicense, to access and use the Licensed Material, and to make copies of the Licensed Material for internal purposes, solely for educational purposes in connection with Licensee’s educational activities (“License”).  The License is personal to Licensee, and is limited to use by Licensee, its employees, consultants and agents who act for or on Licensee’s behalf.  This License may not be sublicensed and/or used by other individuals, entities and/or third parties not directly involved in supporting Licensee’s educational activities without the Choose Love Movement’s prior written consent.  Any use of the Licensed Material beyond the scope of the License and other terms set forth herein shall constitute a breach of this Agreement and shall subject this Agreement and its License to immediate termination, without prejudice to other rights accorded the Choose Love Movement under law.

Payment Terms.  The cost of this License is based on Licensee’s use of the Licensed Material as set forth in the Pricing Schedule appended hereto as Exhibit A. 

Authorized Use.  The License is limited to use by Licensee, its employees, consultants and agents who are acting for or on Licensee’s behalf.  By agreeing to be bound by the terms of this Agreement, and following such other registration process as the Choose Love Movement may require to permit Licensee to connect to and access the Licensed Material, Licensee will be given a set of login credentials (“Login Credentials”) that will allow Licensee to use the Licensed Material in accordance with the License. Licensee agrees to prevent and protect the Login Credentials from unauthorized disclosure or use. 

Non-Permitted Uses and Restrictions.  The Licensed Material is solely for the purpose set forth in the License and is not intended for, and shall not be used, for treatment of or in connection with any medical or psychiatric condition, or for or in connection with any diagnostic, counseling or therapeutic service.  Licensee may not (i) sell, rent, lease, timeshare, license, sublicense, distribute or otherwise transfer, in whole or in part, the Login Credentials, and/or grant access to the Licensed Material to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Login Credentials or the Licensed Material, in whole or in part, by individuals, entities and/or third parties not directly involved in supporting Licensee’s business operations without the Choose Love Movement’s prior written consent; or (iii) modify or create derivative works based upon the Licensed Material.  Except to the extent expressly permitted by applicable law, and to the extent that the Choose Love Movement is not permitted by that applicable law to exclude or limit the following rights, Licensee may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Licensed Material, in whole or in part. 

Intellectual Property. The Licensed Material is owned by the Choose Love Movement (and its licensors, if any) and is protected by applicable intellectual property laws and regulations, including specifically United States and international copyright.  As between the parties hereto, the Choose Love Movement retains all right, title and interest in and to the Licensed Material (other than the nonexclusive and nontransferable License expressly granted hereby) and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the Licensed Material.  The information contained in or otherwise associated with use of the Licensed Material is the proprietary information of the Choose Love Movement Licensee is licensing the right to access and use the Licensed Material in accordance with the terms of this Agreement and is not acquiring any claim or right of ownership in the Licensed Material or any intellectual property associated therewith.  Licensee expressly acknowledges and agrees that, as between the parties, the Choose Love Movement owns any and all intellectual property rights and technology associated with the Licensed Material. 

Trademarks.  All trademarks on or related to the Licensed Material are the sole and exclusive property of the Choose Love Movement and are protected by US and international trademark laws.  Nothing in this Agreement shall give Licensee any right, title, or interest in or to the Choose Love Movement’s trademarks nor give Licensee any right to use the Choose Love Movement’s trademarks for any purpose without the prior written approval of the Choose Love Movement. 

Term. The term of the License granted under this Agreement shall commence upon the acceptance of this Agreement as provided herein, and shall continue for a period of twelve (12) months, unless earlier terminated in accordance with this Agreement.  Licensee may terminate this Agreement and its License at any time, and for any reason, by notifying the Choose Love Movement of its intent to terminate, at which time Licensee’s Login Credentials will be disabled.  The Choose Love Movement may terminate this Agreement and its License at any time, and for any reason, by notifying Licensee of its intent to terminate, including but not limited to by reason of intending to modify the terms and conditions of this Agreement, at which time Licensee’s Login Credentials will be disabled, and (the following for informational purposes only) Licensor at its sole option may post the revised Agreement and Licensee’s Login Credentials will remain disabled until the Choose Love Movement receives Licensee’s assent to the revised Agreement, as directed at such time.  This Agreement and the License automatically terminates if Licensee fails to comply with the terms and conditions of this Agreement, including payment of applicable license fees. Licensee agrees that, upon termination for any reason, Licensee will cease using the Licensed Material.  In the event of early termination by the Choose Love Movement, any refund of fees that may have been paid by Licensee for access to and/or use of the Licensed Material shall be at the sole discretion of the Choose Love Movement.

DISCLAIMER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CHOOSE LOVE MOVEMENT PROVIDES ACCESS TO AND USE OF THE LICENSED MATERIAL, THE ASSOCIATED DATABASE(S), AND SERVICE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ANY AND ALL FAULTS, AND LICENSEE UNDERSTANDS AND ACCEPTS THAT THE USE OF THE LICENSED MATERIAL IS AT LICENSEE’S SOLE ACCOUNT AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CHOOSE LOVE MOVEMENT HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE LICENSED MATERIAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, RESULTS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND ABSENCE OF NEGLIGENCE, AND ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS RELATING TO THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, OR OTHERWISE ARISING OUT OF THIS AGREEMENT.  THE CHOOSE LOVE MOVEMENT EXPRESSLY PROVIDES NO WARRANTIES OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE LICENSED MATERIAL AND THE CHOOSE LOVE MOVEMENT DOES NOT WARRANT THAT THE LICENSED MATERIAL WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE USE OF, OR ACCESS TO, THE LICENSED MATERIAL AND ASSOCIATED DATABASE(S) (IF ANY) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED MATERIAL OR ASSOCIATED DATABASE(S) (IF ANY) WILL OR CAN BE CORRECTED.  THE CHOOSE LOVE MOVEMENT EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR (1) ANY THIRD PARTY ACCESS TO THE LICENSED MATERIAL AND/OR ASSOCIATED DATABASE(S) (IF ANY), INCLUDING ANY AND ALL UNAUTHORIZED ACCESS TO AND APPROPRIATION OF LICENSEE DATA AND/OR INFORMATION STORED THEREIN, AND (2) STATEMENTS, COMMUNICATIONS AND/OR ACTIONS MADE AND/OR TAKEN BY OR ON BEHALF OF LICENSEE THAT ARE BASED, IN WHOLE OR IN PART, ON ACCESS TO AND/OR USE OF THE LICENSED MATERIAL AND/OR ASSOCIATED DATABASE(S) (IF ANY), INCLUDING WITHOUT LIMITATION, ANY USER ERRORS THAT ARE BASED ON LICENSEE’S ACCESS TO AND/OR USE OF THE LICENSED MATERIAL AND/OR ASSOCIATED DATABASE(S) (IF ANY). 

NEGATION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CHOOSE LOVE MOVEMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO (1) ANY USE OF THE LICENSED MATERIAL OR ASSOCIATED DATABASE(S) (IF ANY), (2) ANY FAILURE OF THE LICENSED MATERIAL OR ASSOCIATED DATABASE(S) (IF ANY), AND (3) ANY UNAUTHORIZED USE BY A THIRD PARTY.  THE CHOOSE LOVE MOVEMENT IS NOT LIABLE FOR ANY DIRECT DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE.

Covenant and Indemnity. Licensee agrees not to make any claim against the Choose Love Movement arising out of any use of the Licensed Material or associated database(s) (if any), including without limitation any such claim based upon a breach of any warranty, whether express, implied or statutory, or based upon negligence, gross negligence, reckless disregard or deliberate ignorance of the truth of any matter, or failure of the Licensed Material or associated datebase(s) (if any).  To the maximum extent permitted by applicable law, Licensee agrees to release, protect, defend, indemnify and hold harmless The Choose Love Movement, and its directors, advisors, employees, representatives and agents, from and against any and all claims, demands, actions, judicial or administrative and administrative proceedings, settlements, losses, liabilities, verdicts, judgments, expenses and costs of any nature whatsoever, including attorneys’ fees and punitive damages, arising out of (a) the use of the Licensed Material downloaded by Licensee, or (b) any act or failure to act by anyone which arises from or is directly or indirectly attributed to any directions, instructions, advise or communications by Licensee, in regard to or in relation to the Licensed Material, including any act that causes or combines with other events to cause any personal injury, including death, property damage or economic loss.

The Choose Love Movement Remedy.  Licensee agrees that if Licensee is using the Licensed Material and/or associated database(s) (if any) in a manner not specifically authorized by this Agreement, this Agreement shall immediately and automatically terminate and the Choose Love Movement may pursue any and all remedies in respect of such unauthorized use.

General. This Agreement will be construed under the laws of the State of Connecticut (United States) and the parties hereby submit to the exclusive jurisdiction of federal and state courts in the State of Connecticut (United States). Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

This Agreement and the appended Exhibit A constitute the entire agreement between the parties and supersedes any and all prior agreements, understandings, negotiations, and discussions of the parties.  All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and assigns, except that Licensee may not assign or otherwise transfer this Agreement or the License granted herein without the Choose Love Movement’s prior written consent, and any attempt by Licensee to do so without that consent will be void and will be deemed a breach of this Agreement.  The underlined headings are for convenience of reference only, do not constitute any part of this Agreement, and shall not be used to interpret the provisions of this Agreement.

If you agree to the terms and conditions of this Agreement, please indicate your assent by typing in your name in the box indicated below, and the name of your organization in the box preceded by the words “on behalf of”, and then press the “Agreed” icon.

Your name: [[_______________________]]
IF APPLICABLE, ON BEHALF OF:
Name of organization: [[_______________________]]