About-Face Education Into Action Workshop Curriculum License Agreement

A plain-language description of this agreement is included on the Product page. The full, official license agreement follows.

Non-Exclusive License Agreement

About-Face Education Into Action Workshop Curriculum License Agreement

READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY DOWNLOADING THE CURRICULUM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS LICENSE AGREEMENT, DO NOT CLICK THE AGREE BUTTON AND LEAVE THE WEBSITE.

Please contact us at workshops@about-face.org for any queries.

Definitions

  1. About-Face Media Literacy, Inc., (“About-Face”) is a 501(c)(3) non-profit organization.  
  2. Licensee” is the person, company, or institution who is being licensed to use the Curriculum in association with the Agreement.
  3. Curriculum”is a work of authorship by About-Face, generally characterized as “About-Face’s Education Into Action Curriculum”. Contents of the Curriculum are listed in the attached Appendix A.
  4. Agreement” is this Non-Exclusive License Agreement and the attached Appendix A and Appendix B
  5. About-Face’s Copyright Rights” means About-Face’s interest in the Curriculum; any revisions or updates About-Face makes to the Curriculum; and any Derivative Work(s) created therefrom.
  6. Licensed Works” means any work or Derivative Work covered by About-Face’s Copyright Rights or whose use, performance, production, reproduction, display, distribution, or sale would, absent the license granted under the Agreement, constitute an infringement, inducement of infringement, or contributory infringement, of any work or Derivative Work covered within About-Face’s Copyright Rights.
  7. Derivative Work(s)” means any revision, enhancement, modification, translation, abridgment, condensation, or expansion created by Licensee that is based upon the Curriculum or a portion thereof that would be a copyright infringement if prepared without the authorization of the copyright owners of the Curriculum.
  8. “Effective Date” is the date Licensee downloaded the Curriculum.

Agreement

This Agreement is entered into by and between About-Face and Licensee. By downloading the Curriculum, Licensee agrees to be bound by the terms and conditions of this Agreement 

License 

  1. Subject to the limitations set forth in the Agreement, About-Face grants Licensee a non-exclusive license (the “License“) under About-Face’s Copyright Rights to use, produce, reproduce, display, and distribute the Licensed Works in non-profit or educational institutions, or by community group leaders for educational purposes. 
  2. All other rights not listed in the Agreement are reserved by About-Face.
  3. The Licensee will not use, produce, reproduce, display, or distribute the Licensed Works outside of the non-profit or educational uses described above.
  4. This is a per-person or “per-seat” license, attached to Licensee only and is non-transferable. Thus, the Licensee will not share or distribute the Licensed Works with any other person. 
  5. Licensee will not use the License for partisan or discriminatory purposes.
  6. Licensee will not make Derivative Works of the Licensed Works.
  7. Sublicenses are not allowed under the License
  8. Licensee will not charge any person or organization a fee in connection with the Curriculum

Payment

In partial consideration for the License, Licensee will pay to About-Face a yearly, non-creditable, non-refundable License Fee as determined by Appendix B of the Agreement.

Duration and Termination

  1. The Agreement is in force from the Effective Date and remains in effect for one (1) year.
  2. Feedback. Prior to the end of the one (1) year anniversary of the Effective Date, the Licensee must provide About-Face with Workshop Follow-Up Forms completed by the administrators of the Curriculum 
  3. Licensee is under no obligation to renew this Agreement.
  4. If Licensee fails to pay the annual fee at least 14 days prior to the one-year anniversary of the Effective Date,the Agreement will automatically terminate at the one-year anniversary of the Effective Date.
  5. Cancellation. Either party may cancel the Agreement if the other party is in material breach thereof by providing written notice of the breach to the other party describing the nature of the breach. A party receiving notice of the breach shall have thirty (30) days to cure the breach. If the party receiving notice of the breach has not cured the breach within such thirty (30) day period, the Agreement shall automatically end.
  6. The Agreement will terminate immediately if Licensee files a lawsuit including the assertion that any portion of About-Face’s Copyright Rights are invalid or unenforceable where the filing is by Licensee, a third party on behalf of Licensee, or a third party at the written urging of, or with the assistance of, the Licensee.
  7. Upon termination or cancellation of the Agreement, Licensee may not reproduce, display, distribute, perform, or use the Licensed Works for any purpose whatsoever. Licensee must destroy all copies of the Licensed Works within thirty (30) days from the termination or cancellation of the Agreement.

Delivery of the Curriculum

  1. The Curriculum will be delivered to Licensee promptly upon receipt of payment of the license fee.
  2. About-Face will share with the Licensee the About-Face Media Catalog. This sharing does not give Licensee permission to modify or distribute the document at any time.
  3. The Licensee will use reasonable care in protecting the Licensed Works from disclosure to third parties, using at least to the degree of care it exercises in protecting its own proprietary information.
  4. The parties agree that from time to time, About-Face will provide updates to the Curriculum as they reasonably become available. About-Face reserves the right to withhold updates to the Curriculum contingent upon the completion of the Workshop Follow-Up Forms.

Limited Warranty

  1. About-Face warrants that it has the lawful right to grant the License to Licensee.
  2. This License and the associated Licensed Works are provided without warrant of merchantability or fitness for a particular purpose or any other warrant, express of implied. About-Face makes no representation or warrant that any Licensed Works will not infringe any copyright or other proprietary right.
  3. Nothing in the Agreement will be construed as:
  • A warranty or representation by About-Face as to the validity or scope of any About-Face’s Copyright Rights:
  • A warranty or representation that anything made, used, sold or otherwise disposed of under the License granted in the Agreement is or will be free from infringement of copyrights of third parties.
  • Obligating About-Face to bring or prosecute actions or suits against third parties for copyright infringement.
  • Conferring by implication, estoppel or otherwise any license or rights under any copyrights of About-Face other than About-Face’s Copyright Rights as defined herein.

Limitation of Liability

Neither party shall be liable for any incidental, consequential, special, or punitive damages that arise out of or relate to the Agreement, even if a party has been advised of the possibility of such damages. 

Assignability

Licensee will not assign or delegate any rights or obligations under the License Agreement without prior written consent of About-Face. In the event that Licensee wishes to assign, or delegate any rights or obligations, About-Face will not unreasonably withhold consent.

Waiver and Severability

The waiver of any breach of any term of the Agreement does not waive any other breach of that or any other term. If any provision of the Agreement becomes invalid, illegal, void, or otherwise unenforceable under any law that is applicable to the Agreement, each such provision shall be deemed amended to conform to the applicable law or, if it cannot be amended without materially altering the terms of the Agreement, such provision shall be deleted.

Alternative Dispute Resolution

In the event of a dispute arising under this Agreement, About-Face and Licensee will first attempt in good faith to resolve any dispute by negotiation and consultation between themselves. In the event that such dispute is not resolved on an informal basis within a reasonable period of time, the parties shall cooperate with one another in selecting a mediator and will participate in non-binding mediation in San Francisco, California. All mediation fees and expenses will be shared equally among About-Face and Licensee. The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of mediation by any of the parties are confidential, privileged, and inadmissible for any purpose. If the parties cannot resolve any dispute through negotiation and mediation, they shall cooperate with one another in selecting an arbitrator and will participate in binding and confidential arbitration in San Francisco, California. Any arbitration award shall be final, binding and conclusive upon the parties. 

Costs and Fees

In the event of a dispute in which About-Face prevails, About-Face shall be entitled to receive its reasonable legal costs, including reasonable attorneys’ fees.

Choice of Forum

Any cause of action arising out of the Agreement shall be brought exclusively in the state or federal courts sitting in San Francisco, California, U.S.A.

Choice of Law

Any cause of action arising out of the Agreement shall be governed by the laws of the State of California, U.S.A.

Force Majeure

Except for Licensee’s obligation to make any payments to About-Face, the parties shall not be responsible for any failure to perform due to the occurrence of any events beyond their reasonable control that render their performance impossible or onerous, including, but not limited to: accidents; acts of God; biological or nuclear incidents; casualties; earthquakes; fires; floods; governmental acts; orders or restrictions; inability to obtain suitable and sufficient labor, transportation, fuel and materials; local, national or state emergency; power failure and power outages; acts of terror; strike; and war. Either party to the Agreement, however, will have the right to terminate the Agreement upon thirty (30) days prior written notice if either party is unable to fulfill its obligations under the Agreement due to any of the causes listed in this paragraph.

Miscellaneous

  1. The Agreement is not binding upon the parties until payment is received by About-Face and the Licensee has clicked the link to download the Curriculum, in which event it becomes effective as of the Effective Date
  2. The Agreement constitutes the complete agreement between the parties with respect to the subject matter described herein, merging and superseding any prior or contemporaneous agreements. The Agreement can only be amended by a written amendment signed by both parties
  3. No provisions of the Agreement are intended or shall be construed to confer upon or give any person or entity other than About-Face and the Licensee any rights, remedies or other benefits under, or by reason of, the Agreement.

Appendix A 

  1. All About-Face works are subject to copyright. Registrations are pending.
  2. About-Face Education Into Action Workshop Curriculum Contents:

Introduction
Media Basics
Cycle of Buying
Media Analysis and Decoding
The About-Face Three Questions
Representation Matters
Youth-Led Activism and Social Change

Appendix B

License Fee and Payment

  1. The license fee is $75.00 per year. 
  2. The initial license fee is due before the Curriculum will be made available for download. The annual renewal license fee is due at least 14 days prior to the one (1) year anniversary of the Effective Date
  3. About-Face reserves the right to change the licensing fees annually and will provide Licensee with any changes in the fee schedule at least thirty (30) days prior to the anniversary of the Effective Date of the Agreement.
  4. All payments must be made in United States dollars by way of (1) Credit Card or PayPal via the About-Face website or (2) by check made out to About-Face.
  5. Late Fee. For fees not received by About-Face when due, Licensee must pay to About-Face a simple interest charge of ten percent (10%) per annum to be calculated from the date payment was due until it was actually received by About-Face.

END OF LICENSE AGREEMENT