Campus License Agreement

Download License Agreement as PDF This Enterprise/Campus License Agreement (“Agreement”) is entered into as of the Effective Date between AltusMedical Group, Inc., a Wisconsin corporation (“AltusCampus”) having offices in Madison, Wisconsin, and ___________________________ (“Licensee”) having its offices in ___________.  AltusLearn and Licensee are sometimes referred to herein individually as a “Party” or collectively as “Parties.” RECITALS WHEREAS, AltusLearn owns, licenses, permissively-uses and/or controls various continuing medical education video, written, and other creative content materials (“Content”); and WHEREAS, Licensee, as an entity or group, is interested in obtaining access to the  AltusLearn platform’s content for ____ number of users on an enterprise basis. NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto, intending to be legally bound, agree as follows: 1.0 DEFINITIONS 1.1 “Effective Date” means the date by which both Parties have signed this Agreement. 1.2 “Platform” means a content management and delivery system used and controlled by AltusLearn. 1.3 “Content” means the AltusLearn owned, licensed, or permissively-used works available on the Platform accessed at and/or via software applications; including, without limitation, the content set forth on Schedule A attached hereto. 1.4 “IP” means any copyrights, or other intellectual property owned, controlled, licensed, or permissively-used by AltusLearn. 1.5 “Users” shall mean the employees or members of Licensee. 2.0 INTELLECTUAL PROPERTY OWNERSHIP 2.1 AltusLearn owns, licenses, or has permission to use all intellectual property on its Platform and website and shall remain the owner or controlling entity operating with license or permission of all right, title and interest to all IP.  No ownership or sublicensing rights in Content or shall be acquired by Licensee under this Agreement. 2.2 AltusLearn copyright notices placed or embedded in the Content may not be removed or altered by Licensee. 2.4 AltusLearn is not required to or obligated to provide any updates to Content during the Term of this Agreement but may do so at its sole discretion. 3.0 LICENSE GRANT 3.1 Subject to the terms and conditions of this Agreement, AltusLearn grants to Licensee a non-exclusive, limited, non-transferable, non-sublicensable license to grant access to Content to a specified number of Users through AltusLearn’ Platform. 3.2 No other licenses are hereby granted to License. 3.3 The license of Section 3.1 only allows for access to the Content by the number of Users specified on Schedule B attached hereto. 4.0 DELIVERY, INSTALLATION AND ACCESS BY USERS 4.1 Contents will be made available via AltusLearn and accessed via its Platform at and/or via other software applications controlled by AltusLearn. 4.3 Licensee shall provide Users with access to Content only through the AltusLearn Platform.  Licensee agrees that it, and its Users, will be bound by the terms of the AltsCampus Terms of Sevice and End User License Agreement, the terms of which may change from time to time. 5.0 USE AND RESTRICTIONS ON USE 5.1 The use of Content and license granted herein for any purposes other than as specifically set forth in this Agreement is strictly prohibited without prior written authorization from AltusLearn. 5.2 Content may not be re-purposed, re-formatted, altered, translated to additional languages, reverse engineered, decompiled, disassembled, data mined, indexed, or incorporated in other uses by Licensee or Users unless specifically provided for by AltusLearn through a separate agreement and license. 5.3 Licensee or Users may not copy, modify, rent, publish, sell, assign, lease, sublicense, market, transfer, distribute, make derivative works of, or otherwise use Content, in whole or in part, in any manner not expressly authorized by AltusLearn in this Agreement. 5.4 Licensee or Users cannot use Content for any use outside of the authorized use. 5.5 Licensee or Users shall not make available nor distribute unauthorized copies or transmissions of Content to any third party. 5.6 Licensee shall immediately notify AltusLearn if Licensee discovers or is informed of any infringements or potential infringements of the intellectual property rights of AltusLearn including, without limitation, any unauthorized use of Content by third parties or by Users. 5.8 Licensee shall notify Users that (i) Content may only be accessed by Users through the Licensee Platform, (ii) Users may not allow third parties to access Content, and (iii) Users must comply with all of the terms and conditions of this Agreement. 5.9 Licensee will ensure that each User has password protected access to its Platform and that access to Content will be limited and not be distributed outside of the terms of this Agreement. 5.10 Licensee shall be solely responsible for limiting User access per the terms of this agreement.  Licensee is responsible for determining who has access under the Terms of this Agreement and must take reasonable measures to terminate access to those who no longer work for Licensee or are a part of Licensee’s membership.  Failure to do so may be grounds for termination of this Agreement at AltusLearn’ sole discretion. 6.0 PAYMENTS AND AUDIT 6.1 In exchange for the enterprise license rights and Term, Licensee will compensate AltusLearn as set forth on Schedule B. 7.0 TERM AND TERMINATION 7.1 The Term of this Agreement shall be as set forth on Schedule C attached hereto. 7.2 This Agreement may be terminated as a result of any of the following: (i) Either Party may terminate this Agreement for any material default or breach of this Agreement by the other Party, which default or breach has or shall have continued for a period of thirty days after written notice from the other Party of such default or breach; (ii) AltusLearn may terminate this Agreement for failure by Licensee to pay any amount due hereunder; (iii) Either Party may terminate this Agreement if the other Party becomes or is declared bankrupt, the subject of any proceedings relating to liquidation, insolvency or the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations; and (iv) Mutual agreement of the Parties. 7.3 Upon expiration or termination of this Agreement, the license granted Licensee in this Agreement shall immediately cease and Licensee shall not access the Content.  All User credentials for access to the Content under this Agreement will be removed and/or access will be restricted by AltusLearn. 8.0 WARRANTIES, DISCLAIMERS AND INDEMNITY 8.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO USER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, SUCH AS LOSS OF PROFITS OR LOSS OF USE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES OR TRANSACTIONS CONTEMPLATED HEREIN, EVEN IF IT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 8.2 AltusLearn represents and warrants that (i) it owns right, title and interest in and to, licenses, or permissively uses all Content, and (ii) it has the full right to license, distribute, and display the Content and enter into this Agreement. 8.3 THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.2 ABOVE ARE THE ONLY WARRANTIES MADE BY ALTUSCAMPUS WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.  ALTUSCAMPUS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY ASPECT OF THIS AGREEMENT OR WITH RESPECT TO LICENSED PRODUCT. 8.4 Licensee shall indemnify, defend and hold harmless AltusLearn against all losses arising out of or resulting from any third party claim, suit, action or proceeding (each an “Action”) related to or arising out of: (a) breach of this Agreement by Licensee or its Users, and (b) Licensee or Users exercise of its rights granted under this Agreement.  AltusLearn shall promptly notify Licensee in writing of any Action and cooperate with Licensee at Licensee’s sole cost and expense.  Licensee shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at Licensee’s sole cost and expense. Licensee shall not settle any Action in a manner that adversely affects the rights of AltusLearn without AltusLearn’ prior written consent. 9.0 MISCELLANEOUS 9.1 AssignmentAltusLearn may assign and/or transfer this Agreement in whole or in part.  Licensee may only assign and/or transfer this Agreement in whole or in part upon the prior approval of AltusLearn. 9.2 Independent ContractorsThe Parties are independent contractors and neither is authorized or permitted to act as an agent or employee of the other. 9.4 WaiverNo waiver of or failure by either Party to enforce any of the provisions, terms, conditions, or obligations herein shall be construed as a waiver of any subsequent breach of such provision, term, condition, or obligation, or of any other provision, term, condition, or obligation hereunder, whether the same or different in nature.   No extension of time for performance of  any  obligations  or  acts  shall  be  deemed  an  extension  of  the  time  for performance of any other obligations or acts. 9.5 AmendmentExcept as specifically noted herein, the Agreement may be amended at any time by mutual agreement of the Parties without additional consideration, provided that, before any amendment shall become effective, it shall be reduced to writing and signed by each of the Parties. 9.6 Partial InvalidityIf any  provision  of  the  Agreement  is  found  to  be  invalid  or unenforceable by any court or other lawful forum, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions of the Agreement, unless such invalidity or unenforceability would defeat an essential business purpose of the Agreement. 9.7 SurvivalExcept as otherwise expressly provided in the Agreement, all covenants, agreements, representations,   and   warranties,   expressed   or   implied,   shall   survive   the termination of the Agreement, and shall remain in effect and binding upon the Parties until they have fulfilled all of their obligations under the Agreement, and the statute of limitations shall not commence to run until the time such obligations have been fulfilled. 9.8 HeadingsHeadings are included for the purpose of convenience only and shall not affect the interpretation of any provision of the Agreement or the Schedules. 9.9 CounterpartsThis Agreement may be executed in two counterparts, including by pdf or facsimile, each of which  shall  be  deemed  an  original,  but  all  of  which  shall  together  constitute  the  same agreement. 9.10 IntegrationThis Agreement and the Schedules constitute the entire agreement between the Parties with regard to the subject matter hereof. This Agreement supersedes all previous agreements between or among the Parties with regard to the subject matter. There are no agreements, representations, or warranties between or among the Parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement. IN WITNESS WHEREOF, the Parties agree to proceed with the execution and implementation of this Agreement as evidence by the signatures of their authorized representative below. ALTUSMEDICAL GROUP, INC.   By:________________________________________ Name: Title: Date: On Behalf of Licensee: By:___________________________________________ Name: Title: Date: SCHEDULE A – Content  All Content available on AltusLearn’ Platform available at and/or via software applications.  The available Content on the Platform may change or vary from time-to-time and is subject to change at any time at AltusLearn’ sole discretion. SCHEDULE B    The prices in this Schedule do not include applicable State and/or local sales, use or similar taxes. Taxes will be invoiced as incurred. Campus Enterprise  Licensing Fee [INSERT] Maximum User Access [INSERT] Billing Schedule [INSERT] Remuneration [INSERT] SCHEDULE C – Term The Term of this Agreement shall be [INSERT]. 207961-0004\18214490.3