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HomeMy WebLinkAboutKANTOLA TRAINING FOR HR KANTOLA TRAINING SOLUTIONS Kantola Training Solutions License Agreement This Kantola Training Solutions License Agreement (this"Agreement"), effective as of November 12, 2019,by and between Kantola Training Solutions, LLC, ("Licensor"), with offices located at 55 Sunnyside Avenue,Mill Valley, CA and City Of Jeffersonville, ("Licensee") with offices located at 500 Quartermaster Court-HR Dept,JEFFERSONVILLE, IN. BACKGROUND: The Licensor wishes to license workplace training solutions to the Licensee and the Licensee desires to license the workplace training solutions under the terms and conditions stated below. NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Under this Agreement, the Licensor grants to the Licensee a non-exclusive and non- transferable license to use the training courses and related material as outlined in Schedule A(the"Product") attached hereto. 2. Title, copyright, intellectual property rights and distribution rights of the Product remain exclusively with the Licensor. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Product. Licensee assumes all responsibility for the selection of the Product for its intended results. 3. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity, except for its legal successors and assignees in case of change of control, if any. The Licensee may not make available the Product for use by any third party and may not make copies. The Product may not be modified, reverse-engineered, or de-compiled in any manner. 4. The fees outlined in Schedule A("License Fees")will constitute the entire license fee and is the full consideration for this Agreement 5. Product shall be available to the Licensee for the entire period specified in Schedule A ("Term")attached hereto. 6. Product will be delivered to the Licensee in the manner specified in Schedule A ("Delivery") attached hereto. 7. Included in the License Fee, Licensor will provide technical services support to the Licensee as needed during normal business hours or by the next business day,Monday through Friday from 8:30 AM to 5:30 PM Pacific time. 8. All invoiced items will be delivered within the agreed-upon timeframe and invoices will be payable within 45 days of receipt of the invoice(unless otherwise agreed upon in writing). 9. If Licensor fails to provide the Product as agreed, Licensee will send a written notification. If not remedied within fifteen(15) days of receipt of such written notification, Licensor will prorate and refund any remaining License Fees upon termination date. 10. The Licensor warrants and represents that granting the license to use the Product is not in violation of any other agreement, copyright or applicable statute. The Licensor will defend, indemnify, and hold the Licensee, as well as that Licensee's officers, directors, representatives, employees, agents, and attorneys (collectively"Indemnified Persons"), harmless from, and Indemnified Persons will have no liability for, any claims,demands, damages, liabilities, losses, and expenses (including reasonable attorney's fees), directly or 55 Sunnyside Ave. Mill Valley, CA 94941 T: 415.381.9363 1W: kantola.com I E: info@kantola.com KANTOLA TRAINING SOLUTIONS indirectly arising out, of any claims that any of the intellectual property of the Product infringes the rights of any third party. 11. Except as provided in Clause 10 of this Agreement, liability of the Licensor will be limited to a maximum of the License Fees paid by the Licensee. The Licensor will not be liable for any general, special, incidental or consequential damages including,but not limited to, loss of production, loss of profits, loss of revenue, loss of data,or any other economic disadvantage suffered by the Licensee arising out of the use or failure to use the Product. 12. Except as provided in Clause 3 of this Agreement, liability of the Licensee will be limited to a maximum of the License Fees paid by the Licensee and Licensee will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other economic disadvantage suffered by the Licensor. 13. Unless notified otherwise by the Licensee, Licensor will have the right to use the Licensee's name and logo in marketing materials that reference Licensor's clients 14. All terms, conditions and obligations of this Agreement will be deemed to be accepted by both parties ("Acceptance")upon execution of this Agreement. This Agreement contains the entire agreement between the parties. 15. The parties acknowledge that one party(the"Receiving Party")may have access to confidential or proprietary information("Confidential Information") of the other party(the "Disclosing Party").For avoidance of doubt, Confidential Information shall include,but is not limited to,personally identifiable information and terms and conditions of this Agreement.The Receiving Party will hold in confidence and protect the Confidential Information of the Disclosing Party against unauthorized access,use or disclosure. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party agrees to notify the Disclosing Party immediately in the event they become aware of any unauthorized knowledge,possession or use of the information or any part thereof by any person or entity. Upon request, the Receiving Party will promptly return to the Disclosing Party all copies, in whole or in part, of any of the Confidential Information in its possession, or it shall destroy all such copies and certify in writing that such Confidential Information has been destroyed. 16. This Agreement will be enforced or construed according to the laws of the State of California.The parties to this Agreement submit to the jurisdiction of the courts of the State of California for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. 17. This Agreement can only be modified in writing signed by both the Licensor and the Licensee and does not create or imply any relationship in agency or partnership between the Licensor and the Licensee. 18. This Agreement may be executed in any number of counterparts, each of which is an original and all of which together evidence the same agreement. IN WITNESS WHEREOF, the parties have executed and delivered this Kantola Training Solutions License Agreeme t as of the date first written above LICENSEE LICENSOR By: may; Name: Name: 55 Sunnyside Ave. Mill Valley, CA 94941 T:415.381.9363 W: kantola.com I E: info@kantola.com KANTOLA TRAINING SOLUTIONS Title: Title: Schedule A to Kantola Training Solutions License Agreement Product: Harassment Prevention: A Commonsense Approach • Interactive eLearning • Includes employee and manager versions On each anniversary of the execution of this Agreement, the Licensee will have the right to move to the most recent version of the courses listed above should more recent versions be available. License Fees: The license fees for the Product are as follows: 3 Year 1 99.00 $17.78 $125.00 $1,885.22 Year 2 50.00 $17.78 NA $ 889.00 Year 3 99.00 $17.78 NA $1,760.22 The first-year total fees will be invoiced on execution of this Agreement, and fees for subsequent years will be invoiced on the anniversary of the execution of this Agreement. Any additional learners will be invoiced at time of addition and will be billed at $17.78 per learner per year. Term: This Agreement will begin on execution of this Agreement and will continue for a period of three (3)years. The Licensee may terminate this Agreement up to 60 days before the anniversary of the execution of this Agreement and no further fees will be due for subsequent years.At the end of the Term of this Agreement the Licensee must destroy all copies of the Product in their possession. Prior to the end of Term, Licensor will offer terms for renewal to the Licensee. Delivery: The courses will be hosted on the Kantola Learning Management System, which includes the ability to administer, track,monitor, provide certificates of completion, pull reports,personalize with your company logo and more. [REMAINDER INTENTIONALLY LEFT BLANK] 55 Sunnyside Ave. Mill Valley,CA 94941 T:415.381.9363 I W: kantola.com I E: info@kantola.com