KFT and Licensee, therefore, agree as follows:
- OWNERSHIP. Licensee acknowledges that the Licensed Assets are owned by the Ewing Marion Kauffman Foundation (the “Kauffman Foundation”). The Kauffman Foundation has granted KFT the right to license the Licensed Assets to third parties, including Licensee.
- GRANT OF LICENSE. KFT hereby grants Licensee a perpetual, revocable, non-exclusive license to use the Licensed Assets for the Use, and for no other purpose.
LICENSEE’S DESIGNATED PERSONNEL: Licensee must designate one person who will serve as KFT’s single point of contact and who will be responsible for overseeing Licensee’s Use (the “Program Director”). The Program Director will in turn designate the following Licensee personnel:
- Course Managers: To assist the Program Director in managing Licensee’s Use of the Licensed Assets. Course Managers may have the same persmissions as the Program Director except that a Course Manager may not appoint individuals as Course Managers or Facilitators.
- Facilitators: Teach a class using the Licensed Assets on behalf of Licensee.
LICENSE REQUIREMENTS AND RESTRICTIONS. In return for the license granted above, Licensee agrees that Licensee:
- will on an annual basis either (i) operate at least two classes that utilize FastTrac, or (ii) hold one FastTrac class with a cohort of at least 20 entrepreneurs.
- will report data as requested by KFT.
- will not edit, alter, change, translate into a foreign language or make any derivative works of the Licensed Assets and will use the Licensed Assets only in the form in which it has been provided by KFT.
- will not identify any party other than the Kauffman Foundation owner of FastTrac and will not take any action to dispute the Kauffman Foundation’s ownership of FastTrac. Except for the rights granted herein, Licensee it has no interest in FastTrac and has no ownership rights in FastTrac.
- Shall not assign or sublicense the rights granted herein, distribute FastTrac beyond the Licensee personnel necessary to accomplish the Use, or use FastTrac for commercial purposes.
- Shall not use any KFT trademark, service mark, trade name, logo, symbol or device without the written consent of KFT. KFT hereby grants its consent for Licensee to use any FastTrac marketing materials that are produced by KFT and posted on the Site for the purpose of promoting Licensee’s classes.
- Shall reproduce any trademark notices (including ®, TM or SM) that may appear in the Licensed Assets when making use of them, including using the ® symbol when referring to Kauffman FastTrac®.
- Will be solely responsible for training its Course Managers and Facilitators to deliver any classes using the Licensed Assets.
- TERMINATION. This license may be terminated by KFT with or without cause on ten (10) days’ written notice to Licensee. Upon termination or expiration of this agreement for any reason, Licensee will immediately discontinue the use of the Licensed Assets.
- AS/IS: KFT provides the Licensed Assets AS IS and makes no representation or warranty that the Licensed Works are accurate, correct or sufficient for the Use. KFT reserves the right to, but does not agree to, take any action to correct any deficiency in the Licensed Works that may be identified by Licensee or any third party. Licensee uses that Licensed Works at its own risk.
- WARRANTIES: KFT represents that, to the best of its knowledge, it has good and marketable right to license the Licensed Works for use in the United States of America. Other than the limited warranty set forth above, KFT MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL KFT BE RESPONSIBLE OR LIABLE TO LICENSEE, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES ARISING FROM LICENSEE’S USE OF THE LICENSED ASSETS EXCEPT THOSE ARISING OUT OF THE GROSS NEGLIGENCE OF WILLFUL MISCONDUCT OF KFT. IN NO EVENT WILL KFT BE RESPONSIBLE AND/OR LIABLE TO LICENSEE OR ANY OTHER ENTITY OR PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY KIND.
- FOREIGN USES. In conducting its business and exercising its right under this License, Licensee shall comply with all local laws, rules, and regulations applicable to it and shall obtain all necessary licenses, permits, or approvals. Licensee understands that the Licensed Assets have been developed for use within the United States of America. To the extent Licensee elects to make a Use involving individuals outside of the United States, KFT assumes no responsibility for such Use and Licensee shall be solely responsible for ensuring that its Use of the Licensed Works complies with local and national laws, rules, regulations, customs and culture in the country in which Licensee uses the Licensed Works.
- DISPUTE RESOLUTION. If a dispute arises between Licensee and KFT, each party irrevocably agrees to (i) resolve the dispute through binding arbitration conducted in Kansas City, Missouri in accordance with the rules of the American Arbitration Association (“AAA”), (ii) bring any dispute to enforce arbitration under these Terms or to pursue injunctive relief exclusively in the federal and state courts located in Jackson County, Missouri, United States of America and (iii) submit to the exclusive jurisdiction of those courts and waive any objection to the exclusive jurisdiction of those courts based on forum non conveniens or other grounds. Each party will be responsible for its expenses and an equal share of the arbitrators' and administrative fees of arbitration. Notwithstanding the foregoing, each party will have the right to seek temporary injunctive relief if it determines it is necessary in order to prevent irreparable harm (including infringement of any intellectual property). Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Licensee’s Use of the Licensed Assets or these terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.