Governing Terms and Provisions. The Terms and Conditions of the Agreement (the “Terms and Conditions”) described herein exclusively govern the Course licensed and provided by Orofacial Therapeutics, LP (“Distributor”) to School. The Terms and Conditions and the Agreement form the entire agreement between DISTRIBUTOR and School and exclusively govern DISTRIBUTOR’s and School’s relationship during the Agreement’s existence.
Purpose. School wishes to license from DISTRIBUTOR, pursuant to the Terms and Conditions of this Agreement, an online academic training course as more fully described herein (hereinafter referred to as “Course”), in exchange License Fee Pricing as stated in the Agreement.
Course. DISTRIBUTOR will deliver the Course and the specified number of student licenses, as defined by this Agreement and its Terms and Conditions. DISTRIBUTOR’s delivery of Course licenses is conditioned upon payment prior to the Course Start Date specified in the Agreement.
Hosting requirement. DISTRIBUTOR will provide website hosting during the duration of the contract. The website, including it’s files, database, and content will remain on DISTRIBUTOR’s hosting for the duration of the contract. Self-Hosting is not permitted under this contract.
Community Content. DISTRIBUTOR will integrate its content pages, including text and images, upon School’s request (hereinafter referred to as “School Content”). DISTRIBUTOR is the sole owner of the content pages and School’s use of the content pages is governed by this Agreement and its Terms and Conditions.
Grant of License. DISTRIBUTOR grants to School, only for the duration of the Agreement, a worldwide, nonexclusive license to the use, publicly display, and publicly advertise the Course, in compliance with the Terms and Conditions set forth in this Agreement.
Authority. DISTRIBUTOR and School represent and warrant that they have full power and authority to enter into and perform this Agreement. DISTRIBUTOR and School also represent and warrant that the person executing this Agreement is properly authorized and empowered to do so.
Notices. Any notice required by this Agreement must be given in writing and delivered by mail, fax, and/or electronic mail to the addresses set forth in this Agreement. DISTRIBUTOR and School may from time to time change their respective address and must give written notice of the new address and the date when it will become effective within 14 days of doing so.
Severability. The provisions of this Agreement and its Terms and Conditions are severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable, or void for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions, or parts.
Governing Law. This Agreement and its Terms and Conditions shall be governed by and construed according to the laws of California as they are applied to contracts made and to be performed entirely in California, but without reference to California’s rules regarding conflicts of laws. All actions under this Agreement shall be brought in a federal or state court of competent jurisdiction in San Diego, CA, and in no other jurisdiction.
Entire Agreement. This Agreement, together with its exhibits, constitutes the entire understanding and agreement between the parties and supersedes any and all prior oral or written communications with respect to it, all of which are merged into it. Except as specifically provided for, this Agreement and its Terms and Conditions may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of each party.
Confidentiality. DISTRIBUTOR and School agree that the Agreement and its Terms and Conditions are confidential and shall not be disclosed to a third party unless agreed upon in writing signed by a duly authorized representative of each party.
Compliance. School agrees to not violate any law applicable to the creation and use of any trademark, copyright, trade secret and any related information.
Attorneys’ Fees and Costs. In the event of a material breach of the Agreement, the prevailing party in any action commenced to enforce this Agreement shall be awarded its reasonable attorneys’ fees and court costs.
Indemnification. School shall indemnify, defend, and hold DISTRIBUTOR harmless from and against any and all liability, litigation, demands, claims, losses, damages, recoveries, settlements, and expenses (including without limitation reasonable attorneys’ fees and costs) arising from or in connection with Course.
No Liability for Special, Incidental, Consequential, or Punitive Damages. In no event will DISTRIBUTOR be liable for punitive, exemplary, loss of profits or any special, incidental, or consequential damages, however caused, even if DISTRIBUTOR has been advised of the possibility of any such damages
Disclaimer of Warranty Against Infringement. DISTRIBUTOR makes no warranty that the Course are or will be delivered free of any person’s claim of patent, trademark, copyright, or similar infringement. School assumes all risks (including the risk of suit) that the Course or any use of the Course will infringe existing or subsequently issued patents, trademarks, or copyrights. DISTRIBUTOR has no knowledge which would lead it to believe that the use of the Course will result in a claim of infringement of patents, trademarks, or copyrights.
Reservation of Rights. DISTRIBUTOR reserves the following rights: (1) the right to change third party vendors, web marketing solutions and systems without notice to allow for better service performance and may do so with providing Notice to School; and (2) the right for DISTRIBUTOR to monitor any and all use of the Course and gather system data for the purpose of optimizing the Course. DISTRIBUTOR will not disclose School data to any third party and any matter that specifically identifies School.
ADA. School shall indemnify, defend, and hold DISTRIBUTOR harmless from and against any and all liability, litigation, demands, claims, losses, damages, recoveries, settlements, and expenses (including without limitation reasonable attorneys’ fees and costs) arising from or in connection with School’s failure to comply with the ADA and/or School’s violation of the ADA and any applicable state statutes or regulations.