End User License Agreement

NOVASTONE LEARNING, LLC

END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is between Novastone Learning, LLC (“Licensor,” “we,” “us,” or “our”) and the educational institution or individual purchasing a license to use our online video content (“Licensee,” “you,” or “your”). By accessing or using the licensed video content (“Content”), you agree to be bound by the terms of this Agreement.

GRANT OF LICENSE a. Subject to the terms of this Agreement and the applicable order form (“Order Form”), Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Content solely for educational purposes within Licensee’s organization for a period of one (1) year from the date of purchase (“License Term”). The Content may be used in professional development sessions and activities, meetings, faculty trainings, face-to-face courses, online asynchronous courses, and virtual synchronous courses and meetings conducted by Licensee’s organization b. The Content may only be accessed and used by Licensee or members of Licensee’s organization (e.g., faculty, staff, or students) who are authorized by Licensee to use the Content (“Authorized Users”), for an unlimited number of users within the Licensee’s organization. c. Licensee and Authorized Users may not share, distribute, or provide access to the Content to any third party not affiliated with Licensee’s organization.
RESTRICTIONS a. Licensee shall not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly perform, publicly display, or sublicense the Content, except as expressly permitted in this Agreement. b. Licensee shall not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Content. c. Licensee shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices included in or on the Content. d. Licensee shall not circumvent, disable, or otherwise interfere with any digital rights management (DRM) systems, access controls, or other security features protecting the Content.
OWNERSHIP AND COPYRIGHT a. The Content, including all intellectual property rights therein, is and remains the sole property of Novastone Learning, LLC. The Content is protected by United States and international copyright laws. b. Licensee acknowledges that no ownership rights in the Content are transferred to Licensee under this Agreement. All rights not expressly granted herein are reserved by Licensor.
LICENSE TERM AND TERMINATION a. This Agreement and the license granted herein are effective for the License Term (one year from the date of purchase) unless terminated earlier as provided herein. b. Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any term of this Agreement, including but not limited to unauthorized use or distribution of the Content. c. Upon expiration or termination of this Agreement, Licensee must cease all use of the Content and destroy any copies of the Content in its possession or control.
INDEMNIFICATION a. Licensee agrees to indemnify, defend, and hold harmless Novastone Learning, LLC, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Licensee’s use of the Content in violation of this Agreement; (ii) any unauthorized access or distribution of the Content by Licensee or its Authorized Users; or (iii) any violation of applicable law by Licensee or its Authorized Users.
LIMITATION OF LIABILITY a. To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or revenue, whether incurred directly or indirectly, arising out of or related to this Agreement or the use of the Content. b. Licensor’s total liability under this Agreement shall not exceed the amount paid by Licensee for the license to the Content.
CONFIDENTIALITY a. Licensee acknowledges that the Content may contain confidential or proprietary information of Licensor. Licensee agrees to maintain the confidentiality of the Content and not disclose it to any third party except as permitted under this Agreement.
SUPPORT AND MAINTENANCE a. During the License Term, Licensor will provide reasonable technical support for accessing the Content, as specified in the Order Form or Licensor’s standard support policies. b. Licensor may, at its discretion, provide updates or enhancements to the Content during the License Term, but is under no obligation to do so.
EXPORT CONTROLS a. Licensee agrees to comply with all applicable United States export control laws and regulations, including the Export Administration Regulations (EAR). Licensee shall not export, re-export, or transfer the Content to any country, entity, or individual prohibited by such laws.
FORCE MAJEURE a. Licensor shall not be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, server outages, cyber-attacks, or governmental actions.
GOVERNING LAW AND DISPUTE RESOLUTION a. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. b. Any disputes arising under or related to this Agreement shall be resolved through binding arbitration in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
MISCELLANEOUS a. Entire Agreement: This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral. b. Assignment: Licensee may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Licensor. c. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. d. Amendments: This Agreement may not be amended except in writing signed by both parties. e. Notices: Any notices required under this Agreement shall be sent to Licensor at novastonelearning@gmail.com and to Licensee at the contact information provided at the time of purchase.

By purchasing the content on Novastonelearning.com you acknowledge that you have read, understood, and agree to this End User Licensure Agreement.

Novastone Learning, LLC

www.novastonelearning.com

novastonelearning@gmail.com