Professional is hereby granted a limited, non-transferrable, non-exclusive license to use the textbooks, workbooks, planning and management guides, curricula, tools, schedules, forms and other copyrighted or copyrightable intellectual property owned by SI (“the IP”) which are provided to Professional by SI from time to time for the purpose of teaching, training, implementing and supporting HM/HLLM. Professional acknowledges that the IP is being licensed for a limited purpose, not sold.
- Professional may hold himself or herself out as a Savory Accredited Professional, and is authorized to use and display the Savory Network logo and any future marks created by SI for the intended purpose of identifying Professional as a Savory Accredited Professional.
- No right to sell or commercially exploit the Licensed IP is granted by this agreement, and Professional agrees to use the IP solely to teach and train others in the methods of HM/HLLM and for no other purpose.
- Professional shall prominently display copyright and trademark symbols and phrases that identify SI as the owner of the IP.
- Professional agrees to use only the most recent version of the IP as provided by SI from time to time, and to refrain from using, teaching, or training with any IP other than the most current version provided by SI.
- Professional shall not grant or attempt to grant any sub-license, grant any ‘user rights’ to any third person, or assign any of Professional’s rights under this agreement without the written consent of SI.
- Professional shall not, directly or indirectly:
- claim ownership or copyright of the IP;
- apply for registration of the IP in its own or any third parties' name anywhere in the world;
- challenge or otherwise contest SI’s ownership of the IP, or take any action to prevent or cancel any registration of the IP; or
- use the IP in a manner inconsistent with the terms of this agreement.
- Professional agrees to comply with all ongoing requirements as established by SI to maintain his/her status as an Accredited Professional.
- Professional agrees to refrain from using or reproducing any trademark, trade name, logo, or distinguishing styles owned or used by SI, (other than the logo referenced in Paragraph 1), without SI’s express written consent, and shall not operate any business using trademarks, trade names, logos or distinguishing styles that are the same or deceptively similar to those used by SI.
- Upon disassociation with SI, Professional will return the IP to SI together with any copies made by Professional or information prepared by Professional using the IP. Professional will destroy any IP that is not subject to return, and refrain from using the IP for any purpose, unless Professional receives SI’s express written consent for such use.
- SI acknowledges that Professional may generate new materials and processes which are properly considered derivative works (“Derivative Work”). SI and the Professional agree to take such actions as are reasonably required to effectuate the joint ownership of all such Derivative Works using the procedure set forth in the following paragraph:
- "Any works generated, conceived or reduced to practice by either Professional or SI that either consider to be Derivative Work shall not be used by either party in a context outside of the scope of this Licensing Agreement, or copyrighted by either party, unless the work is first submitted for review and approval to SI. The purpose of such submittal is to determine whether such work in fact represents new material or a new process (and is in fact a Derivative Work) not simply pre-existing IP. Such review shall take place within a commercially reasonable time and such approval shall not be unreasonably withheld. Once approved as a Derivative Work, a Derivative Work shall be jointly owned by Professional and SI. Either party may use the Derivative Work in order to develop and conduct other ecological conservation projects. Professional and SI jointly agree to the copyright and protect the copyright of such Derivative Work in a commercially reasonable way."
- SI warrants to Professional that it is the owner of the Licensed IP, and has full authority to enter into this agreement. SI gives no warranty as to the validity of the Licensed IP as against any third party.
- This agreement shall be governed by the Laws of the State of Colorado, U.S.A., and the County of Boulder, Colorado is designated as the venue and forum for any and all litigation and proceedings related to this agreement.