MiniWorkshopSeries Agreements :: Content License Agreement

Content License Agreement

1. General Terms
2. Pervailing Agreements
3. Standard License Terms
4. Permitted Standard License Uses
5. The Appointment of the MWS Licensed Trainer
6. Seat Restrictions
7. MWS Trainers Kit Content Installation
8. Multi-seat License
9. Storage
10. Permitted Uses
11. Content reprint rights
12. Permitted Derivative Works
13.  Conduct and Responsibility
14.  Standard License Prohibitions
15.  Limited Representations and Warranties
16. Indemnification
17. Term of Agreement
18. General Provisions

This Agreement governs the terms by which the MWS Licensed Trainer and the Client of MiniWorkshopSeries™ MWS Trainers Kit, obtain the right to use of the MiniWorkshopSeries™ training content, presentation slides, learning journals, trainers notes, and other media content provided by MWS International [hereinafter known as ‘MWS-Int’]

Recitals:

The MiniWorkshopSeries™ Workshops (hereinafter known as ‘the MWS Workshops’) is the workshop titles as offered in the http://www.miniworkshopseries.com
The MiniWorkshopSeries™ Trainers Kit (hereinafter known as ‘the MWS Trainers Kit’) is the professionally developed competencies based training content (included but not limited to Presentation Slides, Learning Journals, Audio/Visual Aids and Trainers Notes) crafted for MWS Licensed Trainers and/or MWS Clients.
The MiniWorkshopSeries™ Products and Services (hereinafter known as ‘the MWS Products and Services’) consist of the MWS Workshops, MWS Trainers Kits and MWS Partner Program and any other products and services offered under the branding of MiniWorkshopSeries™.
The MiniWorkshopSeries™ Websites (hereinafter known as ‘the MWS Websites’) comprising of the following websites http://www.miniworkshopseries.com, http://www.miniworkshopseries.net, http://www.outstandingevent.com
The MiniWorkshopSeries™ Client (hereinafter known as ‘the MWS Client’) the organization and/or company and/or individual that purchase the MWS Trainers Kit or MWS Products and Services.
The MiniWorkshopSeries™ Licensed Trainer (hereinafter known as ‘the MWS Licensed Trainer’) is a license granted by MWS-Int to an individual who is authorized to deliver, to utilize and to conduct training of any MiniWorkshopSeries™ titles based on the MWS Trainers Kit Materials.
The MiniWorkshopSeries™ Learning Hub (hereinafter known as ‘the MWS learning Hub’) is a license granted by MWS-Int to a company that is authorized to organize, market and sell MWS Workshops as a public programs for organizations and individuals.
The MiniWorkshopSeries™ Learners Kit (hereinafter known as ‘the MWS Learners Kit) is the Participants Workshop Materials required which consists but not limited to MWS Learning Journals, MWS certification and/or any other stationeries supplied by MWS-Int
The MiniWorkshopSeries™ Service Program (hereinafter known as ‘the MWS Service Program’) is an annual renewal program of conducting and utilizing MWS Trainers Kit whereupon the MWS Client and/or MWS Licensed Trainer is required to pay an annual fee (at market rate) unless otherwise specified failing which the MWS Licensed Trainer shall not be eligible for the MWS Service Program.

1. General Terms
1.1 This Agreement contains important provisions that affect your rights and obligations. By purchasing and utilizing the MWS Trainers Kit and/or MWS Products and Services signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is the MWS Client and/or MWS Licensed Trainer thereby agree to be bound by its provisions herein as stated.

1.2 If you are accepting on behalf of your employer or the entity that is purchasing the MWS Trainers Kit, you represent and warrant that you have full legal authority to bind your employer or such other entity. You are prohibited to utilize the MWS Trainers Kit if you do not have any authority by the MWS Client and/or MWS Licensed Trainer and/or if you do not accept or agree with these terms of this Agreement. By opening and utilizing the MWS Trainers Kit, you are automatically bound to the terms and conditions herein and the Terms of Use.

2. Prevailing Agreement
2.1 In the event of any inconsistency between this Agreement, the MiniWorkshopSeries™ Licensed Trainer Agreement and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall prevail.

3. Standard License Terms
3.1 MWS-Int hereby grants you a perpetual, non-exclusive, non-transferable worldwide license to utilize the content of the MWS Trainers Kit for the Permitted Uses (as defined in Clause 4 and 10 herein below). Unless the activity or use is a Permitted Use, you are prohibited to use and/or utilize the content of the MWS Trainers Kit.

3.2 All other rights in and to the content of the MWS Trainers Kit, including, without limitation, all copyright and other intellectual property rights relating to the content of the MWS Trainers Kit, are retained by MWS-Int or the author of the content of the MWS Trainers Kit, as the case may be.

4. Permitted Standard License Uses
4.1 The MWS Client and MWS Licensed Trainer is required to only use the MWS Trainers Kit for training, facilitating and/or coaching and other specified purposes which are Permitted Uses (as defined in Clause 10 herein below).
4.2 For avoidance of doubt, the MWS Client and MWS Licensed Trainer are prohibited to use the MWS Trainers Kit in products for resale, license or other distribution, unless the proposed use is allowable under an Extended License.

5. The Appointment of the MWS Licensed Trainer
5.1 The MWS Client has the right to commission their employees who are MWS Licensed Trainer to conduct the training using the MWS Trainers Kit purchased, provided always that the MWS Licensed Trainer shall have no further or additional rights to use the content of the MWS Trainers Kit afterwards.

6. Seat Restrictions
6.1 Only the MWS Licensed Trainer is permitted to use and train the MWS Trainers Kit content, although the MWS Client and/or MWS Licensed Trainer may transfer files containing MWS Trainers Kit content to his staffs and/or employees and/or printers for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the MWS Trainers Kit content and cannot access or extract it from any file that the MWS Client and/or MWS Licensed Trainer provide.

7. MWS Trainers Kit Content Installation
7.1 The MWS Client and/or MWS Licensed Trainer may install and use the MWS Trainers Kit content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement; the MWS Client and/or MWS Licensed Trainer is entitled to utilize the Permitted Uses an unlimited number of times. The MWS Client and/or MWS Licensed Trainer may physically transfer the MWS Trainers Kit content and its archives from one location to another, in which case the MWS Client and/or MWS Licensed Trainer may use the MWS Trainers Kit content at the new location instead.

8. Multi-Seat License
8.1 If the MWS Client and/or MWS Licensed Trainer require the MWS Trainers Kit to be in more than one location or accessible by more than one MWS Licensed Trainer, the MWS Client is required to obtain a multi-seat license for the MWS Trainers Kit.

9. Storage
9.1 The MWS Client and/or MWS Licensed Trainer may make one (1) copy of the MWS Trainers Kit solely for back-up purposes, and the MWS Client and/or MWS Licensed Trainer must reproduce all proprietary notices on this single back-up copy.

10. Permitted Uses
Subject to the restrictions described under Prohibited Uses herein below, the following are “Permitted Uses” of the MWS Trainers Kit and/or MiniWorkshopSeries™ logos and trademarks;

advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards except for any resale or license purpose;
prints, posters (i.e. a hardcopy) and other reproductions for personal use, training workshops or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
any other uses approved in writing by MWS-Int.

11. Content reprint rights
11.1 Notwithstanding to the rights of the MWS Client and/or MWS Licensed Trainer to have unlimited reprints of the materials of the MWS Trainers Kit which include but not limited to the learning manuals and Powerpoint presentation slides, the MWS Trainers Kit shall remain as the intellectual property of MWS-Int.

11.2 The MWS Client and/or MWS Licensed Trainer further agrees that not to give, supply and/or print the Powerpoint presentation slides for the MWS participants for whatever reasons.

11.3 The MWS Client and/or MWS Licensed Trainer may reproduce the printed learning materials only for the MWS Client’s internal use.

11.4 To ensure consistency, quality and standards, the MWS Client and/or MWS Licensed Trainer undertake to purchase the MWS Learners Kit from MWS-Int or its representatives for any MWS Workshops that are conducted for any external clients and/or public programs.

12. Permitted Derivative Works
12.1 The MWS Client and/or MWS Licensed Trainer shall have the rights to edit, delete or add to the existing material and/or to customize the materials to suit organizational and industry needs subject to the conditions herein contained in Clause 12.2.
12.2. No material may be modified, edited or taken out of context such that it creates a false or misleading statement or impression that the MWS Licensed Trainer and/or the MWS Client is the authors of the materials of the MWS Trainers Kit. Notwithstanding the aforesaid, the MWS Licensed Trainer and/or the MWS Client may add on one’s own brand logo subject to the conditions contained herein.

13. Conduct and Responsibility
13.1 The MWS Client specifically agreed that the MWS Client is responsible for the conduct of the MWS Licensed Trainer and representatives while using the MWS Trainers Kit content whether or not the MWS Client authorized the conduct. Without limiting the generality of the foregoing, the MWS Client agrees that the following conduct by the MWS Licensed Trainer and representatives is solely at risk and expense of the MWS Client:

Use of the MWS Trainers Kit content in any manner that is not permitted by the Terms of Use, the MWS Licensed Trainers Agreement or this Content License Agreement; and,
Any conduct prohibited in “Rules of Conduct” as stated in the MWS Licensed Trainers Agreement.

The MWS Licensed Trainer is required to abide the Terms of Use before they are permitted to conduct and use the MWS Trainers Kit content/materials.

14. Standard License Prohibitions
14.1 The MWS Client and/or MWS Licensed Trainer are prohibited to use the MWS Trainers Kit that is not expressly permitted in the preceding section and/or permitted by an Extended License. For avoidance of doubt, the following are considered and termed as “Prohibited Uses” and the MWS Client and/or MWS Licensed Trainer shall not:

remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the MWS Products and Services;
use the MWS Products and Services in design template applications intended for resale, whether on-line or not, including, without limitation to e-learning, website articles and/or in any other similar form thereof;
use or display the MWS Products and Services on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items;
use any of the MWS Products and Services as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
incorporate the MWS Products and Services in any product that results in a re-distribution or re-use of the MWS Trainers Kit (such as e-learning web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the MWS Trainers Kit as an electronic file; or
sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the MWS Trainers Kit or the rights grant.

15. Limited Representations and Warranties
15.1 The MWS Products and Services is provided ‘AS IS’ without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantility, or fitness for a particular purpose.

15.2 MWS-Int does not represent or warrant that the MWS Products and Services will meet the requirements of the MWS Client and/or MWS Licensed Trainer or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the MWS Products and Services and its training shall be borne by the MWS Client and/or MWS Licensed Trainer. Should the MWS Products and Services prove defective, the MWS Client and/or MWS Licensed Trainer shall solely and wholly assume the entire risk
and bear the cost of all necessary corrections.

15.3 IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, the Photos, Pictures, Music and Graphics (whether in softcopy or otherwise) MWS-Int makes no representation or warranty respecting such content of the MWS Products and Services whatsoever, whether as to ownership, technical or legal compliance, or otherwise.

15.4 That some of media (graphics, photos, pictures and/or music) used in the materials are free resources. Subject to the owner of the pictures any prohibited or restricted reproduction or redistribution may tantamount to Copyright Infringement. MWS-Int shall not be liable for any infringement of Intellectual Property Rights of the Licensee in infringement of Intellectual Property (if any).

15.5 The MWS Licensed Trainer and/or the MWS Client shall have no rights to seek indemnity from MWS-Int dues to any infringement of intellectual property rights by the misuse of the materials.

16. Indemnification
16.1 The MWS Client and/or MWS Licensed Trainer shall agree to indemnify, defend and hold MWS-Int, the MWS Partners and its affiliates, its MWS Trainers Kit content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “MWS-Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and MWS Client and/or MWS Licensed Trainer basis) incurred by any MWS-Parties as a result of or in connection with any breach by the MWS Client and/or MWS Licensed Trainer or anyone acting on the MWS Client and/or MWS Licensed Trainer’s behalf of any of the terms of this Agreement.

17. Term of Agreement
17.1 This Agreement is effective until it is terminated at the option of the MWS Client and/or MWS Licensed Trainer or MWS-Int subject to the conditions herein below in Clause 17.2..

17.2 The MWS Client and/or MWS Licensed Trainer can terminate this Agreement by destroying the content of the MWS Trainers Kit and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the MWS Trainers Kit forthwith for any purpose. MWS-Int, at any time, shall terminate the Agreement in writing in the event the MWS Client and/or MWS Licensed Trainer fail to comply with any of the terms and conditions under the License Agreement of the MiniWorkshopSeries™.

Upon termination, the MWS Client and/or MWS Licensed Trainer must immediately:

cease using the MWS Trainers Kit for any purpose;
destroy or delete all copies and archives of the MWS Trainers Kit or accompanying materials; and
confirm to MWS-Int in writing that the requirements under Clause 17.2 (i) and 17.2 (iii) are completed.

MWS-Int reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the MWS Trainers Kit with an alternative for any reason. Upon notice, sent to the address or contact information provided by the MWS Client and/or MWS Licensed Trainer or such other address as the MWS Client and/or MWS Licensed Trainer may advise MWS-Int in writing to use, from time to time, of such replacement, the license for the replaced the MWS Trainers Kit immediately terminates for any products that do not already exist, and this license automatically applies to the replacement MWS Trainers Kit.

18. General Provisions
18.1 The MWS Client and/or MWS Licensed Trainer specifically agree and acknowledge that the MWS Client and/or MWS Licensed Trainer have, in addition to the terms of this Agreement, reviewed the terms of the MWS Licensed Trainer Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement the MWS Client and/or MWS Licensed Trainer has agreed to be bound by them.

18.2 MWS-Int failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any its provision or right.

18.3 This Agreement is personal to the MWS Client and/or MWS Licensed Trainer and is not assignable and/or transferable by the MWS Client and/or MWS Licensed Trainer without written consent by MWS-Int. MWS-Int may assign this Agreement without the MWS Client and/or MWS Licensed Trainer’s consent to any other party so long as such party agrees to be bound by its terms.

18.4 Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Kuala Lumpur, Malaysia, and shall be conducted in the English language.

18.5 If all or any part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree in Clause 18.4, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

18.6 The MWS Client and MWS Licensed Trainer shall agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to the MWS Client and/or MWS Licensed Trainer, or of the MWS Client and/or MWS Licensed Trainer’s use of the MWS Trainers Kit content, pursuant to this Agreement.

18.7 This Agreement shall be governed under the laws of Malaysia applicable therein (without reference to conflicts of laws principles). This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

18.8 The MWS Client and MWS Licensed Trainer hereby consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by the MWS Client and/or MWS Licensed Trainer at the time the MWS Trainers Kit was delivered or downloaded, or such other address as you may advise us in writing to use, from time to time.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF MWS INTERNATIONAL AGREEING TO PROVIDE THE MINIWORKSHOPSERIES™ MWS PRODUCTS AND SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MWS INTERNATIONAL, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND MWS INTERNATIONAL AND ITS REPRESENTATIVES RELATING TO THE SUBJECT OF THIS AGREEMENT.