AtKisson ISIS Accelerator License Agreement (“Agreement”), between AtKisson, Inc., a Washington corporation (“AtKisson”), and the purchaser of the license to the AtKisson ISIS Accelerator (”Licensee”), dated as of the payment by the Licensee of an invoice issued by AtKisson, Inc., and referencing this Agreement, for the purchase of a license for the individual use of AtKisson ISIS Accelerator.
RECITALS
A. AtKisson has developed a training, planning, and consulting support program for sustainable development issues, including training curricula, lesson plans, graphic and presentation materials, planning frameworks, planning instructions, handbooks, assessment frameworks, indicator frameworks, templates and documents for project management, and related materials, as described on the attached Exhibit A (together, the “AtKisson ISIS Accelerator” or “Accelerator”).
B. Licensee is an individual practitioner providing a variety of sustainability-related training, advisory, and consulting activities (the “Program”).
C. Licensee desires to use the AtKisson ISIS Accelerator in connection with its sustainable development programs, and AtKisson desires to license the AtKisson ISIS Accelerator to Licensee, on the terms and conditions set forth in this Agreement.
AGREEMENTS
In consideration of the mutual promises and agreements set forth in this Agreement, the parties agree as follows:
1. License. Subject to the terms and conditions of this Agreement, AtKisson grants to a non-exclusive, non-transferable individual license (the “License”) solely to use the AtKisson ISIS Accelerator in its Programs. Licensee shall not, without the prior written consent of AtKisson, or as described elsewhere in this Agreement, assign, sublicense, convey, hypothecate or otherwise transfer the License or any of the rights granted to Licensee pursuant to this Agreement.
2. Term. The term of the License shall commence upon the date of purchase and continue indefinitely, unless the License is terminated as described in paragraph 3 below.
3. Use of AtKisson ISIS Accelerator. Licensee may use the Accelerator materials solely in its training, planning, and community development activities. AtKisson reserves the right, in its sole discretion, to nullify the status of this License if it believes the Licensee is using the AtKisson ISIS Accelerator improperly; if the Licensee is using the AtKisson ISIS Accelerator in ways not authorized by this Agreement; or if the Licensee fails to meet the terms of the Agreement. Licensee may not use the AtKisson name, trademark, and marketing materials in connection with activities authorized by this Agreement, except by separate written agreement with AtKisson. Licensee may not sublicense other entities to use the AtKisson ISIS Accelerator, except by separate written agreement with AtKisson.
4. Ownership. Except for the grant of the License, all rights to the AtKisson ISIS Accelerator (including the computer files and documents) and any improvements and derivative products shall belong to AtKisson or its suppliers and are protected by copyright laws and international agreements. Licensee shall disclose to AtKisson any improvements to or derivatives of the AtKisson ISIS Accelerator, whether patentable or non-patentable and whether copyrightable or non-copyrightable. AtKisson shall have the right to incorporate any such improvements or derivatives into the AtKisson ISIS Accelerator.
5. Copying. Licensee may print copies of course participant guides, facilitator guides, presentation materials, planning documents, and other documents solely for use within its Programs, as authorized by this Agreement. Licensee may not otherwise copy or distribute the AtKisson ISIS Accelerator.
6. Limited Warranties. AtKisson warrants that it has full power and authority to grant the rights granted by this Agreement to Licensee with respect to the AtKisson ISIS Accelerator without the consent of any other person; and that neither the performance of the services by AtKisson nor the license to, and use by, Licensee of the AtKisson ISIS Accelerator will in any way constitute an infringement or other violation of any United States copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, or other rights of any third party. Except as specifically provided in this Agreement, AtKisson disclaims with respect to the AtKisson ISIS Accelerator all express and implied warranties, including any implied warranties of merchantability, title or fitness for a particular purpose.
7. Remedies. If a third-party claim causes Licensee’s use of the AtKisson ISIS Accelerator as provided in this Agreement to be seriously endangered or disrupted, AtKisson shall (i) replace the AtKisson ISIS Accelerator or the affected portion thereof, without additional charge, with a compatible, functionally equivalent, and non-infringing product; (ii) modify the AtKisson ISIS Accelerator to avoid the infringement; (iii) obtain a license for Licensee to continue to use the AtKisson ISIS Accelerator for the License Period, and pay for any additional fee required for such license; or (iv) if none of the foregoing alternatives are available after AtKisson has made its best efforts to achieve a reasonable resolution, return the license fee and cancel the License. In the event of any defect in the computer data files, AtKisson shall, at its expense, use its best efforts to promptly correct such defect or provide a compatible, functionally-equivalent product. If it is unable to correct such defect or to provide a compatible, functionally-equivalent product, AtKisson’s sole liability, and Licensee’s exclusive remedy, shall be return of the license fee and the cancellation of the License. To the maximum extent permitted by applicable law, in no event shall AtKisson or its suppliers be liable for any indirect, incidental or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, or any other pecuniary loss), arising out of the use of or inability to use the AtKisson ISIS Accelerator.
8. Termination upon Default. If Licensee should fail to cure any default in the performance of any of its obligations under this Agreement within ten days after written notice of default to Licensee by AtKisson, then AtKisson, at its option, may by written notice to Licensee terminate the License effective upon delivery of such notice. Licensee will after termination cease to use the AtKisson ISIS Accelerator in the Program and shall destroy all copies of the AtKisson ISIS Accelerator and related materials. AtKisson’s right to terminate in such event shall be in addition to, and not in limitation of, any other remedies it may have for breach of this Agreement.
9. Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or transmitted by facsimile or on receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made.
10. No Liability to Clients. AtKisson shall have no liability to any student or client of Licensee for any claim, damages or loss arising out of or resulting from the AtKisson ISIS Accelerator or Licensee’s use thereof. Licensee shall indemnify, defend and hold harmless AtKisson from and against any such claim, damages or loss.
11. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous written or oral agreements and understandings. This Agreement may not be amended, modified or terminated unless in a written instrument executed by the party or parties sought to be bound.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington in the United States of America.
EXHIBIT A
Description of AtKisson ISIS Accelerator
1. For the purposes of this Agreement, the AtKisson ISIS Accelerator consists of the following tools and methods developed by AtKisson INC.:
· Compass of Sustainability indicator and indexing system (”Compass”)
· Building the Pyramid Training Program and Pyramid Planning Process (”Pyramid”)
· Compass Assessment for Companies Investors
· Innovation Diffusion Game, aka Amoeba Game, or “Amoeba”
· StrateSphere
· The ISIS Method Handbook
· Other presentation materials and templates provided by AtKisson
· Other components that are added to AtKisson ISIS Accelerator while this License remains in effect
