License

Copyright License Agreement

Please read this license agreement (“Agreement”) carefully before using, copying or disseminating Pure Edge, Inc. Power Curriculum, Reflection Journals, Posture Cards, Movement Sequences, and any section of Power Curriculum, K-2, 3-5 or 6-12 (the “Work”).  By using, copying or disseminating the Work, you are agreeing to be bound by this Agreement.  In consideration of the rights granted herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the parties, Pure Edge, Inc. (“Licensor”) and You agree as follows:

  1. License Grant

Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to You a non-exclusive, non-transferable, worldwide, royalty free, non-sublicensable and non-commercial limited license to reproduce, distribute, import, publicly display or perform, and digitally transmit the Work.

You hereby covenant and agree not to use the Work commercially for any purpose.  You may charge a reasonable fee for the direct cost of reproducing the Work, but you may not earn any profit from the Work.  In addition, You may not alter or modify the work (including by removing any copyright notices) or preparing any derivative works.  Nor may You incorporate the Work into another work (such as a book).

You hereby agree not to impose any additional restrictions on use of the Work by any recipients to whom you disseminate the Work.  If You provide digital access to the Work, You must provide attribution to Licensor and provide a hyperlink to this Agreement so that the recipient may be free to take a license to the Work under this Agreement.

  1. Termination
    • Your rights under this Agreement will terminate automatically without notice from Licensor should You fail to comply with any of the terms of this Agreement. Such termination shall be without prejudice to or limitation of any and all rights belonging to Licensor.
    • Upon termination or expiration of this Agreement, You shall cease using, reproducing, advertising, marketing or distributing the Work.

3. Warranties AND LIMITATION OF LIABILITY

THERE IS NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, GIVEN BY LICENSOR TO YOU IN CONNECTION WITH THIS LICENSE AGREEMENT.  LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR DISTRIBUTION OF THE WORK, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Reservation

Licensor reserves all rights not expressly granted to You in this Agreement. Licensor retains all title, interest and ownership of all intellectual property rights in and to the Work, including, but not limited to, all copyrights, trademarks, and rights and interests of every kind or nature in and to the Work and in and to any work based upon, incorporated in, derived from, adapted from, incorporating or relating to the Work, as well as the right to exploit any of the foregoing in all media and by any manner and means now known or hereafter devised, throughout the universe.  You acknowledge exclusive ownership of the Work by Licensor, including all copyrights, and agree that You will do nothing inconsistent with or in derogation of such ownership, and that, to the extent You may acquire any claims to such rights by operation of law or otherwise, You will cooperate in executing any documents which may be required to effect an assignment of such rights to Licensor.

  1. No Agency

This Agreement does not create any agency, partnership or joint venture relationship between the Parties. Neither Party shall have any authority to enter into, assume or create any obligations or agreements on behalf of or in the name of the other Party.

  1. Miscellaneous
    • Successors/Assigns: This Agreement is granted solely to and shall not be assigned by You, without the prior written consent of Licensor.
    • Integration: This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof.  This Agreement may be modified from time to time by Licensor.  Any updates to the Agreement will be posted at pureedgeinc.org/license
    • Your continued use of the Work within thirty (30) days after the date of the updated Agreement constitutes agreement to the revised terms of the Agreement.
    • Governing Law: This Agreement shall be governed by the internal laws of the State of Florida.
    • Any claim or dispute between the parties, or against any agent, employee, successor or assign of the parties, related to or arising from this Agreement, shall be resolved by binding arbitration under the applicable commercial arbitration rules of the American Arbitration Association. The Parties agree that such arbitration shall take place in Palm Beach, Florida.
    • If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
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