DISTRIBUTION LICENSE AGREEMENT
MyTextSoftware, Inc. (“MTS”) is the creator of MyClassText, a web-based Management Learning System (the “Platform”). It wishes to license the Platform to Foundation for Educational Equity (“F2E2”) so that F2E2 can provide the Platform to college instructors at no cost, thereby improving the ability of instructors and students to utilize course materials at no cost.
MTS grants, and F2E2 accepts, a nonexclusive, nontransferable license to copy and sublicense the Platform to college instructors in the United States at no cost for their use in providing course materials to their students at no cost to the students so long as such instructors agree to the terms and conditions.* (See following T&C).
MTS retains title to the Platform, including the computer program (whether in source or object code or both), all written documentation, and any ancillary data or information concerning the Platform. MTS also retains all rights in copyrights or patents applicable to the Platform, including the computer program and all ancillary written documentation and materials.
F2E2 shall be responsible for sales, use, excise, or other taxes that may be imposed on the use or sublicensing of the Platform.
MTS warrants that it has good title to the Platform and the right to license its use to F2E2 free of any proprietary rights of any other party or any other encumbrance whatever.
THE PLATFORM IS LICENSED ON AN "AS IS" BASIS WITHOUT WARRANTY.
MTS shall not be liable for any claim or demand against F2E2 by any other party for damages of any kind, including, but not limited to consequential damages, arising out of the subject matter of this Agreement.
The license granted by this Agreement shall be terminated automatically and without further notice upon the occurrence of any of the following:
(a) Disclosure of the trade secret aspects of the Platform to a third party, whether directly by F2E2 or indirectly or whether inadvertently or otherwise.
(b) Cessation of business by F2E2 or any successor or assign to whom the Platform has been legitimately transferred.
F2E2 shall not assign this Agreement or its rights hereunder without the prior written consent of MTS. Any attempt to make such an assignment without MTS's consent shall be void.
If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
If any part of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.
This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of California, in the United States of America.
Terms and Conditions for Users
1. BY USING THE MYCLASSTEXT PLATFORM, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY STOP USING THE PLATFORM.
2. “Platform” means the MyClassText web-based Learning Management System licensed by Foundation for Educational Equity (“F2E2”) on the website – www.MyClassText.org -- as owned, operated and maintained by MyText Software, Inc..
3. This agreement between you, the instructor, and F2E2 is a non-exclusive, non-sub licensable, non-transferrable and fully revocable license. Instructors are to use the Platform for educational purposes and at no cost to you or your students. The Platform should be used to make available to your students Open Education Resources (OER) textbooks and other free resources, including your own authored materials which you wish to provide in such an open forum.
4. You are responsible for all text, graphical material, videos, information and other Content uploaded, published and displayed on the Platform (“Content”). You agree that the Content will consist only of Open Education Resources -- teaching, learning, and research resources that reside in the public domain or have been released under an intellectual property license that permits their free use and re-purposing by others -- as well as your own authored materials which you wish to provide in such open forum, and none of which will infringe the intellectual or other property rights of any creator. Such Content must not be illegal, discriminatory or defamatory. F2E2 may, but is not required to, access your Content and it has no responsibility to monitor or police the Content for compliance. If F2E2 learns from any source that the terms of this paragraph have been violated, in its sole discretion, it has the right to immediately terminate this license. You will not copy or distribute any part of the Platform and will not use it to sell any materials either directly or indirectly.
5. The license to use the Platform does not transfer to you the title or any proprietary or intellectual property rights in or to the Platform, its design, the concepts underlying the Platform or any enhancements, improvements, and modifications to it, or any copyrights, patents, or trademarks which apply or are used in connection with it, except for the rights expressly granted herein. All designs, text, graphics, pictures, video, information, applications, software, and other files and Content on the Website, including their selection and arrangement, are the proprietary and exclusive property of F2E2, with all rights reserved. Except for Content placed by you, the Platform may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part.