By entering the password below, I (or “Educator”) accept the terms provided below and enter into this KLF SOCIAL AND EMOTIONAL CURRICULUM AGREEMENT (this “Agreement”) with Kevin Love Fund (“KLF”) to use the “Curriculum” (as defined below). KLF and Educator may each individually be referred to herein as a “Party” and collectively as the “Parties”. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- SEL Curriculum. KLF’s Social and Emotional Learning Curriculum and all related tools and resources provided on KLF’s website (collectively, the “Curriculum”) is an educational wellness program designed for teachers, schools and educational programs to provide a unique customized lesson plan for middle school, high school and college students to acquire the knowledge, aptitude and skills to develop social and emotional intelligence. The Curriculum currently consists of a fifteen (15) course lesson plan, each of which includes a series of instructional videos, PowerPoint slides, activities and/or projects.
- KLF Services. Subject to the terms and conditions of this Agreement, KLF will provide Educator and its affiliated members, training educators and students (collectively, “Educator’s Members”) during the “Term” (as defined below): (a) free access to the Curriculum throughout the United States; and (b) provide ongoing support to Educator and Educator’s Members through its online resources and website submission form.
- Educator’s Services. In connection with the “License” (as defined below), Educator agrees to provide the following services (collectively, the “Services”):
a. Implement the Curriculum within Educator’s standard courses and customary instructional program;
b. Immediately contact KLF with any questions or challenges that arise during the implementation of the Curriculum; and
c. Complete a survey provided by KLF and/or attend a virtual focus group or video conference (in KLF’s sole discretion) to provide feedback and report on the success of the Curriculum.
- Term. The term of this Agreement will expire one (1) year from the date that Educator is bound by this Agreement (the “Initial Term”), unless terminated earlier in accordance with this Agreement. Upon expiration of the Initial Term, Educator may renew the License for additional one (1) year periods, subject to executing a new license agreement with KLF (the “Extension” and collectively with the Initial Term, the “Term”).
- License. KLF grants to Educator and Educator’s Members during the Term a limited, non-exclusive, worldwide, limited, royalty-free, revocable, non-assignable and non-sublicenseable right and license to use the Curriculum and all materials provided to Educator by or on behalf of KLF solely for educational and instructional purposes in connection with the Services (the “License”).
- Ownership. Educator hereby acknowledges and agrees that KLF will be deemed the sole and exclusive author and owner of all rights, title and interest of every kind or nature, forever and throughout the universe, in all languages, formats and media, whether now known or hereafter devised, in and to the Curriculum including, without limitation, any and all visual, audio and/or audiovisual elements, formats, ideas or other materials developed by KLF or by a third party on behalf of KLF, and any and all modifications, contributions and/or improvements to the Curriculum and derivative works thereof from inception through all stages of creation, including, without limitation, all copyrights, trademarks, patents and all extensions, renewals, applications, filings and registrations for the same.
- Waiver. Educator hereby agrees and acknowledges the following: a. Neither KLF or any of “KLF Representatives” (as defined below) are licensed counselors, therapists, physicians or other medical professionals that hold a professional license in any state or jurisdiction. The Curriculum and any and all other materials provided by or on behalf of KLF and/or all communications with KLF does not constitute “counseling” or the practice of medicine. The Curriculum is an educational wellness program, and is not intended to be mental health treatment or substitute for treatment by a medical professional. Any person experiencing trauma, stress or any other mental or physical problem should consult with a qualified health care professional. b. Educator uses the Curriculum at its own risk, and hereby fully and forever waives, releases and discharges KLF, its affiliated entities, licensees, successors, and assigns and each of their respective members, owners, affiliates, officers, sponsors, employees, contractors, agents, representatives and volunteers (collectively, “KLF Representatives”) from any and all claims, demands, causes of action of any nature arising out of or resulting from the Services and/or Educator’s use, distribution and implementation of the Curriculum.
- Termination. KLF may terminate this Agreement immediately (a) for any reason or no reason at all upon written notice to Educator; (b) in the event of a breach of any representation, warranty, obligation or covenant of Educator under this Agreement and/or (c) if Educator and any of Educator’s Members commits any act or makes any remarks, in KLF’s sole discretion, that disparages, degrades or defames KLF or KLF’s Representatives.
- Representations and Warranties. Educator hereby represents and warrants to KLF that: (a) it has the full power and authority to enter into this Agreement; (b) it will at all times comply with all applicable laws, rules and regulations in connection with its Services and use of the Curriculum; (c) it will use the Curriculum, without any modification by Educator or Educator’s Members, solely for its intended educational purpose and will not distribute or permit any third party to use the Curriculum or any related materials without KLF’s prior written consent; and (d) it will not make any disparaging, degrading or defamatory remarks or statements about KLF or any of KLF Representatives.
- Indemnification. Educator will at all times indemnify, defend and hold harmless KLF and KLF Representatives from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including outside attorneys’ fees) arising out of a third party claim resulting from (a) the Services and use and/or distribution of the Curriculum; (b) reckless, negligent and/or willful misconduct by Educator or any of Educator’s Members; and/or (c) any breach of any representations, warranties, covenants or obligations made by Educator under this Agreement.
- Limitation of Liability. IN NO EVENT WILL KLF OR KLF’S REPRESENTATIVES BE LIABLE TO EDUCATOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE CLAIMS IS BASED ON CONTRACT, WARRANTY, TORT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, OR WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Confidentiality. Educator and Educator’s Members will keep all business, technical, personal, financial or other information disclosed by or concerning KLF or any KLF Representative, including the terms hereof (collectively, “Confidential Information”) strictly confidential and maintain all such Confidential Information in the same manner that it maintains and protects its own confidential information. Educator will not disclose, and will cause each of Educator’s Members to not disclosure Confidential Information without prior written consent by KLF, except as otherwise required by law.
- Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement will be submitted to confidential, final and binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in accordance with JAMS rules and procedures then in effect. The arbitration will take place in Los Angeles, California, and each Party irrevocably submits to the exclusive jurisdiction and venue of such court in any suit, action or proceeding.
a. Assignment. Educator will not assign this Agreement or any of its rights hereunder or delegate any of its duties under this Agreement without the prior written consent of KLF. KLF may freely assign this Agreement or any of its rights hereunder, in whole or in part, to any person or entity, without prior written consent of Educator.
b. Notices. All notices, request and other communications to any Party hereunder must be in writing and will be deemed to have been sufficiency given (i) upon receipt if delivered in person or via email; or (ii) upon delivery if by an internationally-recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested. All notices to KLF will be sent to:
By email: firstname.lastname@example.org
Entertainment Industry Foundation
Attn: Kevin Love Fund
10880 Wilshire Boulevard
Los Angeles, CA 90024
c. Survival. The terms of this Agreement that by their nature should survive termination or expiration will survive, including, without limitation, Sections 6,7 and 9-14.
d. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and this Agreement, including any term herein, and may only be amended by a writing executed by each Party hereto. If any of the provisions contained in this Agreement will, for any reason, be held to be invalid or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions hereof, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained. No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof. The headings of each Section in this Agreement are for convenience only and will not be deemed to affect, qualify, simplify, add to or subtract from the contents of the clauses which they reference. This Agreement may be executed in any number of counterparts (including, via .pdf) each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.
BY ENTERING THE PASSWORD BELOW, EDUCATOR ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE TERMS OF THIS AGREEMENT AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.