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Selling To Schools License Agreement

LICENSE AGREEMENT
This Agreement governs the terms by which customers of SellingToSchools.com (STS) may use reports, studies, slide presentations, recorded webinars, or other content that is purchased via the SellingToSchools.com online store. This License Agreement is in addition to the Terms of Use for STS.

1. Background of Agreement
When you purchase and download any digital content from STS, you accept this agreement either for yourself or on behalf of your employer or the entity that is identified as the buyer, and agree to be bound by its provisions. If you are accepting on behalf of your employer or someone else, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

In this Agreement: (i) “you” or the “customer” means you or, if you are accepting on behalf of your employer or another entity, then “you” means that employer or entity and affiliates; (ii) “STS” “FMI”or “we” means Focus Marketing, Inc., the operator of the STS website; and (iii) “Content” means any report, study, presentation, or other digital media that you are buying and downloading from the STS Store.

2. Standard License Terms
We hereby grant you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by STS or the supplier/publisher of the Content, as the case may be.

3. Permitted Uses
(a) You may make one (1) copy of the Content solely for backup purposes, and you must reproduce all proprietary notices on this single backup copy. For clarity, you may not use the Content in products for resale, license, or other distribution, unless (i) the proposed use is allowable under an Extended License offered by STS or the publisher, or (ii) if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted, or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, you cannot superficially modify the Content, then distribute it or print it and sell it to others for their own consumption, reproduction, or resale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should contact STS. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

4. Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted in writing by STS. For greater certainty, the following are “Prohibited Uses” and you may not:

  • use the Content in documents or other forms of media intended for resale, whether on-line or not, including, without limitation, websites, slide presentations, or include the Content on websites; 
  • incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as websites, email communications, documents, and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
  • to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
  • remove any notice of copyright, trademark, or other proprietary right from any place where it is on or embedded in the Content;
  • sub-license, re-sell, rent, lend, assign, gift, or otherwise transfer or distribute the Content or the rights granted under this Agreement;
  • install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users; and
  • use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file-sharing arrangement.

 
5. Terms of Agreement
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from STS if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to STS in writing that you have complied with these requirements.

(b) Upon notice from STS/FMI or upon your knowledge that any Content is subject to a threatened, potential, or actual claim of infringement of another's right for which STS may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems, and storage (electronic or physical); and (iii) ensure that your clients, printers, or ISPs do likewise. STS shall provide you with replacement Content (which shall be determined by STS in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

6. STS Representations and Warranties
(a) STS warrants that (i) your use of the Content in accordance with this Agreement and in the form delivered by STS will not infringe on any copyright, moral right, trademark, or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model or property releases for use of the Content in the manner authorized under this Agreement have been obtained.

(b) While we have made reasonable efforts to correctly categorize and explain the nature of the Content, STS does not warrant the accuracy of the information in the products you purchase from STS.

(c) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 6(a), OR ANY OTHER STATED GUARANTEES FOR ANY PRODUCT YOU PURCHASE FROM STS, THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. STS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT STS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS. IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FORGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FORMAT OR FILE EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6(a), STS MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

7. Contact
If you have concerns or questions related to the policy for the use of any products sold via STS, or relating to this Agreement, please contact STS at info@sellingtoschools.com or via phone at (828) 681-0203.

8. Acknowledgment
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF STS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND STS, WHICH SUPERCEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STS RELATING TO THE SUBJECT OF THIS AGREEMENT.