AGREEMENT FOR COURSEWARE PROVIDED ON THE DIVERSITY SCIENCE LEARNING MANAGEMENT SYSTEM
Diversity Science provides individuals and organizations access to Courseware, whether currently existing or later developed. This License Agreement covers Courseware delivered directly to the learners designated by Licensee. This License Agreement also covers Courseware accessed online through standard web browsing programs on the Diversity Science Learning Management System (LMS), accessed on a Diversity Science website(s), directly provided through email to learners, or accessed through mobile technologies. This Courseware may be accessed only as specifically permitted in terms of this License Agreement.
1. DEFINITIONS
1.1. “Diversity Science” when used in this Agreement, refers to the Institute for Equity & Inclusion Sciences., LTD, DBA Diversity Science, a public benefit corporation, located at 10121 SE Sunnyside Road, Ste 300, Clackamas, OR 97015.
1.2. “Licensee” refers to the individual, partnership, association, business, or other entity purchasing access to the Courseware and entering into this Agreement.
1.3 “Courseware" includes the licensed courses and any related documentation, resources, or files.
1.4 “Learner” refers to each individual associated with the Licensee who is given access to Diversity Science Courseware.
1.5. “Seat” refers to a single Learner’s access to the material(s) or course(s). Each Seat provides the assigned Learner with access to the corresponding Course(s) for the entire License Period. A Seat, once assigned to one Learner, may not be accessed or used by others.
2. TERMS AND CONDITIONS
2.1 With the acceptance of this License Agreement, Diversity Science has granted access to the courses and number of Learner Seats as specified in the associated, quote, contract, or registration form (whichever is applicable). The License Period endures for one (1) year, beginning on the day access is provided to the Licensee. These licenses are non-exclusive and non-transferable to any parties outside of this Agreement.
2.2 The license granted may be used by the Licensee and any Learners as defined in Section 1.4. Licensee agrees that they will not provide or otherwise make available in any form the Courseware, or any portion thereof, including downloadable material or material directly sent to learners as part of a course, to any person inside or outside of Licensee organization other than Learners, as defined in Section 1.4, without the prior written consent of Diversity Science.
2.3 Licensee agrees to ensure that Learners who are provided access to the Courseware will not transfer that access, in whole or in part, to any other party.
2.4 Licensee shall not, and shall not permit any Learner to copy, modify, or create a derivative work of any part or whole of the Courseware without prior written agreement from Diversity Science.
2.5 Licensee shall not make available the Courseware to any third party, whether for free or at cost.
2.6 Licensee shall not reverse engineer or attempt to derive or gain access to the source code of the Courseware, remove any proprietary notice from the Courseware, or use the Courseware for any malicious or illegal purpose.
3. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
3.1 Diversity Science Courseware is licensed and not sold. The Courseware is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property.
3.2 Diversity Science and its licensors and suppliers own all right, title, and interest in and to the Courseware, including all intellectual property rights.
3.3 Licensee acknowledges that the Courseware is confidential and proprietary information of Diversity Science, the development of which required specialized expertise and the expenditure of considerable time and money by Diversity Science. Licensee shall treat the Courseware in confidence and shall not disclose nor permit any Learners or other personnel or members to disclose the same to any third party except for other Learners.
3.4 The provisions of Section 3.2 will not apply to information that Licensee can establish by documentary evidence was (a) already publicly known at the time of disclosure or afterward becomes publicly known through no fault of Licensee; (b) already known to Licensee at the time of receipt from Diversity Science; (c) rightfully obtained by Licensee on a non-confidential basis from a third party; or (d) independently developed by Licensee prior to receipt from Diversity Science.
3.5 The provisions of this Section 3 shall remain in perpetuity and shall survive termination of this Agreement for any reason.
4. WARRANTY AND LIABILITY
4.1 Diversity Science represents and warrants that it is the owner of the Courseware or otherwise has the right to grant to Licensee the right to use the Courseware as authorized under this Agreement, without violating the rights of any third party.
4.2 Neither party, nor their representatives, are liable to each other for any indirect, special, incidental, or consequential damages, including but not limited to, lost or damaged data, revenue loss, or financial loss, arising out of the use of this Courseware.
5. CHOICE OF LAW AND TERMINATION
5.1 This Agreement shall be governed and interpreted by the laws of the State of Oregon. Multnomah County, Oregon shall be the appropriate venue and jurisdiction for the resolution of any disputes.
5.2 This agreement may be terminated by either party if any of the terms and conditions in this Agreement are breached. If such a breach occurs, the party who wishes to terminate the agreement must provide a 30-day window, by written notice, for the other party to cure the breach. A “cure” is defined as a solution agreed upon as effective by both parties. If the breach is not cured and the contract is terminated, Licensee will destroy any material transferred or accessed as a result of this Agreement.
