Bullying and Child Safety Program
Universal Conflict Resolution
UCR END USER LICENSE AGREEMENT
IMPORTANT: In this End User License Agreement (“Agreement”), “You” means the user of the Materials (if purchased by an individual) or a company or institution purchasing licenses on behalf of its employees and “UCR” means Universal Conflict Resolution, L.L.C., a Minnesota limited liability company. If this license is purchased by a company on behalf of its employees, the person agreeing to the terms and conditions set forth herein represents that they are authorized to bind the company and that such company is liable for the acts and omissions of its employees. The term Materials shall refer to all products purchased by You from UCR.
BY STATING THAT YOU AGREE TO THESE TERMS, WHETHER THROUGH A WEBSITE, EMAIL, OR OTHER METHOD, AND BY USING THE MATERIALS, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CREATE A BINDING CONTRACT BETWEEN YOU AND UCR.
1. GRANT OF LICENSE; AUDIT; PROPRIETARY RIGHTS AND LIMITATIONS ON USE. UCR grants You a non-exclusive, non-transferrable license, without the right to sublicense to use the Materials. The Materials shall be used for internal, non-public use only, and except as expressly stated in this Agreement, You will not have the right to exchange the Materials through the term of your license.
If the Materials are licensed by a company or institution on behalf of its employees, You shall ensure that only employees expressly licensed shall access the Materials. You shall provide records of any copying or use of the Materials upon UCR’s request. These records shall be provided within a reasonable time and shall not be unreasonably withheld.
The text, layout, and other components of the Materials are the copyrighted property of UCR and its licensors. UCR and its licensors own all copyright, trade secret, patent, and other proprietary rights in the Materials. You may not (1) copy (other than once for backup purposes), distribute, rent, loan, lease, or sublicense all or any portion of the Materials; (2) modify, translate, distribute, or prepare derivative works of the Materials; (3) reverse engineer, decompile or disassemble the Materials; or (4) remove any proprietary notices, labels, or marks on the Materials.
THIS LICENSE IS NOT A SALE. TITLE AND COPYRIGHTS TO THE MATERIALS AND ANY COPY MADE BY YOU REMAIN WITH UCR OR ITS LICENSORS.
2. PERMITTED USES. UCR grants You a license to use the Materials for following uses: (1) Use by a single educator in a classroom with up to forty (40) students at a school or educational institution; (2) Use by an administrator to teach educators at a school or educational institution; (3) Use by a supervisor or leader teaching up to 10 employees for training purposes in a corporate or business environment; or (4) an individual for self-improvement purposes. You shall not copy, duplicate, or retransmit the Materials except in accordance with this Agreement. Multiple licenses may be obtained to allow use of the Materials for larger groups. Each license shall cover the amount of people previously stated, and a use shall be permitted so long as Your total licenses are sufficient to allow your total usage.
3. TERM AND TERMINATION. Each party may only cancel this Agreement (a) by providing written notice if a material breach remains uncured thirty (30) days after the breaching party receives written notice from the other party. In the event UCR terminates a license based on the foregoing sentence, UCR reserves all rights and remedies at law, including collection of all committed license fees, whether due and payable now or in the future. Further, upon expiration or termination of the Agreement or any exchange or update of the Materials, You will delete any copies of the Materials from your computer(s) or server(s) and destroy or return to UCR all hard copies of the same. You agree to provide UCR with a written statement, which certifies your compliance with the foregoing obligations.
4.TAXES. The license fees due for the Materials do not include taxes. You shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with this agreement, including without limitation, state and local excise, sales, withholding, and use taxes and any other applicable governmental assessments. If You fail to pay the applicable tax, then UCR may pay such tax on Your behalf and seek reimbursement from You.
5. CONFIDENTIALITY. The Materials contain confidential trade secret information belonging to UCR. You may use the Materials only pursuant to the Agreement. In addition, you may not disclose the Materials to any third party, except as required by law.
6. NOT FOR MEDICAL TREATMENT. You understand that UCR does not provide medical advice, diagnosis, treatment, or counseling. The Materials are provided for informational purposes only. The Materials are not intended as a substitute for professional medical advice, diagnosis, or treatment. Always consult a physician or other qualified medical provider before acting in reliance on any part of the Materials or with any questions regarding a medical condition. The information in the Materials is directed for a general purpose and not toward a particular person. Use the information contained in the Materials at your own risk. The information in the Materials is not guaranteed to be accurate or current.
7. DISCLAIMER OF WARRANTIES. You expressly acknowledge and agree that the use of the Materials is at your sole risk. The Materials are provided “AS IS” and without warranty of any kind. UCR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UCR DOES NOT WARRANT THAT THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE MATERIALS WILL BE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE MATERIALS. THIS DISCLAIMER AND ASSIGNEMNT OF RISK APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW.
8. LIMITATION ON REMEDIES; NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL UCR OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE POSSESSION OR USE OF THE MATERIALS, INCLUDING, WITHOUT LIMITATION, DAMAGE TO PROEPRTY AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURY, EVEN IF UCR OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. THIS LIMITATION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SOME LIMITATIONS MAY NOT APPLY UNDER CERTAIN LEGAL JURISDICTIONS.
THE LIABILITY OF UCR ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE USE OF THE MATERIALS.
9. GOVERNING LAW. This Agreement is governed by the laws of the state of Minnesota, without reference to its conflict of laws provision. Both parties submit to the exclusive venue of the courts sitting in the county of Ramsey, Minnesota.
10. COMPLIANCE WITH LAWS. You will comply with all applicable international, federal, state, and local laws and regulations in use of the Materials hereunder, including, without limitation, all US export regulations. You may not assign this Agreement in whole or in part, without the advanced written consent of UCR.
11. NO WAIVER. The failure or delay of either party in exercising any right or remedy hereunder shall not operate as a waiver of such right, power, or remedy. Waiver by either party of any default shall not waive any prior, concurrent, or subsequent defaults by the other party. 12. ENTIRE AGREEMENT; SEVERABILITY. This Agreement (including any method of acceptance) constitutes the entire understanding and agreement between the parties and supersedes all prior and contemporaneous proposals, agreements, and representations between them, whether written or oral. This Agreement may only be amended in writing signed by You and an officer of UCR that explicitly states that it is intended to amend this agreement. No terms contained in any of Your purchase orders, acknowledgements, shipping documents, or other forms or documents shall have any force or effect over the licenses granted herein. If any provision of this Agreement is not enforceable, it will be severed from the Agreement and the remainder will remain in full force and effect.