GRANT OF LICENSE
Content Provider owns the educational and promotional materials (“licensed property”). In accordance with this Agreement, Content Provider grants Colorkarma a non-exclusive license to use and commercialize the licensed property. That is, the right to publish, promote and utilize the works in all languages and formats in existence today and at any point in the future, and to create or devise modified, abridged, or derivative works based on the works listed.
Content Provider retains title and ownership of the licensed property. Colorkarma will own all rights to materials, products or other works (the Work) created by Colorkarma in connection with this license.
These rights are granted by the Content Provider on behalf of him/herself and their successors, heirs, executors, and any other party who may attempt to lay claim to these rights at any point now or in the future.
Any rights not granted to the Colorkarma above remain with the Content Provider.
The rights granted to the Colorkarma by the Content Provider shall not be constrained by geographic territories and are considered global in nature.
Colorkarma shall include a copyright notice in the Content Provider’s name on all published copies of the works in accordance with United States copyright regulations.
RIGHTS AND OBLIGATIONS
Colorkarma shall be solely responsible for providing all funding and technical expertise for the development and marketing of the Work in which the licensed property is used. Colorkarma shall be an owner of the Work and all proprietary rights in and to the Work; except, such ownership shall not include ownership of the copyright in and to the licensed property or any other rights to the licensed property not specifically granted in this Agreement.
Colorkarma shall have the exclusive right to edit or modify the delivered materials at their discretion prior to publication. However, Content Provider shall have the right to review any modifications and grant approval prior to publication. While Content Provider shall have the right to review and approve and changes to content, Colorkarma shall retain full right to manufacture, distribute, market, and sell the completed work as they deem necessary.
Colorkarma shall not use Licensed property for any purpose that is unlawful or prohibited by these Terms of the Agreement.
If Colorkarma fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Content Provider shall have the option to cancel this Agreement by providing 90 days written notice to Colorkarma. Colorkarma shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
Similarly, if Content Provider fails to abide by the obligations of this Agreement, Colorkarma shall have the option to cancel this Agreement by providing 90 days written notice to Content Provider. Content Provider shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award rendered by the arbitrator shall be final and binding on the parties and may be enforced by a court of law.
Neither party makes any warranties with respect to the use, sale or other transfer of the licensed property by the other party or by any third party.
Content Provider warrants that the works governed by this contract are their sole intellectual property, that no other similar agreements governing these works exist, and that the works are not in the public domain, nor in violation of any other agreements the Works may have.Additionally, Content Provider warrants that the Works do not infringe on copyrights, trademarks, or other intellectual rights of any third parties. If the Works governed by this contract contain statements presented as fact, Content Provider warrants that such statements are true and accurate.
TRANSFER OF RIGHTS
This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of such indemnifying party’s representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party’s expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.
This Agreement may be terminated by either party by providing 90 days written notice to the other party.
Upon termination or expiration of this Agreement, Colorkarma shall cease reproducing, advertising, marketing and distributing the Work as soon as is commercially feasible.
Termination or expiration of this Agreement shall not extinguish any of Colorkarma’s or Copyright Owner’s obligations under this Agreement.
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.