Curriculum Licensing Agreement

Whereas Mujo Learning Systems Inc. Herein referred to as “Mujo”, has developed, owns, and publishes educational curriculum, content, and supplemental materials (the “Content”) and the Institution wishes to use the Content. By clicking accept terms to this Agreement, or by way of signed and executed agreement, Mujo grants to the Institution, a license to evaluate, and teach Mujo’s Content to its students, subject at all times to the terms and conditions of this Agreement.

General Terms of Service

By using the Content, either by receiving books in physical or electronic form, or by accessing supplemental materials on Mujo’s website, the Institution agrees that the Institution has read and understands this Agreement and is bound thereby.  The Institution further agrees that Mujo may, in its reasonable discretion and from time to time, modify this Agreement.  Mujo shall notify the Institution by email of any such change and post on the Mujo website a copy of same.   The Institution’s continued use of Mujo Content after notice of such changes constitutes the Institution’s acceptance of the changes to this Agreement.

1.      Use of Mujo Content

1.1.      Mujo hereby grants to the Institution a non-exclusive license to use the Content as part of an educational curriculum subject to the conditions set out below:

a.      Evaluation: Mujo may provide the Institution with the Content to allow the Institution to evaluate the Content for potential use in the Institution’s curriculum (the Evaluation License”). The Institution shall not use the Content provided pursuant to the Evaluation License in any purpose other than the evaluation of the Content for suitability in the Institution’s curriculum.  Without limiting the generality of the foregoing, the Institution shall not use the Content provided pursuant to the Evaluation License in any actual course provided to any student, whether in person or online and whether paid or unpaid. The term of the Evaluation License shall be ninety (90) days from the Institution’s receipt of the Content, unless otherwise agreed to in writing.

1.2.      License for the purposes of offering Content as part of a course or program provided by the Institution:

a.      Each instructor and student (the “Participant”) providing or enrolled to participate in a course or program utilizing the Content shall purchase a copy of the Content from Mujo, either directly or through the Institution’s learning management system (LMS).  Subject to the purchase of the Content by the Participant, Mujo hereby grants to such Participant a non-transferable, non-exclusive license to use the Content solely for the Participant’s own personal study during the course.

1.3.      The Institution agrees that the use of the Content in any way other than as set out above is a breach of the terms of this Agreement.

1.4.      The Institution agrees to confirm in writing at the beginning of the course the number of students enrolled in order to verify compliance with the terms of this Agreement. In the event the actual student enrollment exceeds the number of copies of the Content purchased, the Institution agrees to pay Mujo any such resulting shortfall promptly within fourteen (14) days of receipt of an invoice from Mujo.

2.      Ordering Process

2.1.      The Institution or the individual Participants may purchase the Content online at the Mujo website at: www.mujo.com. Additionally, orders can be placed via email to admin@mujo.com, other electronic ordering methods which can be coordinated directly with the Institution’s purchasing department through the Institution’s LMS and Mujo’s Vital Source account; provided that any discounts set out herein will not apply to materials purchased directly through Vital Source.

3.      Payment terms

3.1.      In the event the Institution elects to purchase the Content directly, invoices will be due and payable thirty (30) days from the order date. Any overdue amounts will be charged One and a Half Percent (1.5%) interest per month calculated from the invoice due date until payment is received by Mujo. All amounts are in US Dollars.

4.      Returns

a.      Printed books – Physical printed books must be returned within fifteen (15) days of purchase for a refund.

b.      Electronic book codes – Unused electronic book codes must be returned within seven ((7) days. Used electronic book codes are not returnable.

c.      Any returned items must be returned in “like-new” resalable condition. The Institution will be responsible for return shipping costs as well as any damage that occurs during shipping.

5.      Taxes

5.1.      The Institution shall be responsible for paying all taxes (other than Mujo’s Income tax) and including but not limited to any local, provincial, state, federal, or foreign taxes, levies or duties of any nature, including value-added, sales, excise or use taxes assessable by any jurisdiction (the “Taxes”). If Mujo has a legal obligation to pay or collect Taxes for which the Institution is responsible, the appropriate amount will be invoiced to and paid for by the Institution.

6.      Content and Price Changes

6.1.      The Institution acknowledges that the prices quoted in this Agreement are based on the projected sales levels the Institution has indicated in anticipation of this Agreement.  Mujo reserves the right to adjust pricing for the Content from time to time generally or as a result of lower than expected sales.   Mujo will use reasonable commercial efforts to  advise the Institution in advance of any price changes.

7.      Intellectual Property ownership

7.1.      The Institution acknowledges that Mujo owns the Content including the copyright therein and all trademarks associated therewith.

8.      Confidentiality / Non-disclosure

8.1.      Mujo may disclose to the Institution information about Mujo’s, business, or activities which Mujo considers confidential and proprietary information (the “Proprietary Information”).  The Institution hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Institution employs with respect to the Institution’s own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with Mujo, and (iv) not to copy, any such Proprietary Information. The Institution shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.

9.      Warranties and Disclaimers

9.1.      MUJO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE OR TRADE, CUSTOM OR OTHERWISE, OF ANY KIND WITH RESPECT TO THE CONTENT. MUJO DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE OR TRADE, CUSTOM OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY USING OR ATTEMPTING TO USE THE CONTENT, THE INSTITUTION EXPRESSLY ACKNOWLEDGES THAT MUJO MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS REGARDING THE CONTENT INCLUDING BUT NOT LIMITED TO ACCURACY OR COMPLETENESS.

9.2.      NO ADVICE, INFORMATION, OR INSTRUCTIONS, WHETHER ORAL OR WRITTEN, FROM MUJO OR ITS EMPLOYEES, REPRESENTATIVES, OR AGENTS, OR THROUGH OR FROM USE OF THE CONTENT SHALL CREATE ANY PROMISE, WARRANTY, OR OBLIGATION NOT EXPRESSLY STATED IN THE AGREEMENT.

9.3.      WHILE MUJO TAKES GREAT CARE TO ENSURE MUJO’S SALES PRESENTATIONS AND WEBSITE AND SOCIAL MEDIA POSTS ARE ACCURATE, MISTAKES MAY OCCUR, WHEN A MISTAKE IS NOTICED MUJO WILL ENDEAVOUR TO CORRECT IT AS SOON AS POSSIBLE AND WILL NOTIFY ANY CUSTOMERS WHO ARE AFFECTED.

10.   Indemnity

10.1.   The Institution hereby indemnifies and releases Mujo its affiliates, directors, officers, employees, agents, and partners from and against any claims, actions, suits, demands, proceedings brought by third parties (collectively “Claims”) and any related damages, losses, liabilities, obligations, judgments, awards, costs or expenses, (collectively “Damages”), to the extent connected with, arising out of, or related to the Institution’s: (a) negligence or misuse of the Content; or (b) breach of this Agreement whether or not due to any act, error, omission, or negligence by Mujo or any of its affiliates, officers, directors, employees, agents or others whom it is in law responsible.

11.   Jurisdiction

11.1.   This Agreement shall be governed by and construed in accordance with the laws applicable in the Province of British Columbia and the laws of Canada. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court of competent authority in the city of Vancouver, British Columbia. The Institution agrees to submit to the exclusive jurisdiction of this court.

12.   Term / Termination

12.1.   This Agreement will commence on the initial accessing by the Institution (or a Participant purchasing directly) of the Content and will terminate with sixty (60) days written notice by either party. Such termination shall not affect the validity of the license granted to the Participants who have purchased and paid for the Content.  On termination, the Institution agrees to stop using the Content in any form for any reason. Sections 7, 8, 9, 10, 11 and 13 will survive termination.  If any part of this Agreement is found to be invalid, the remaining sections will remain in force.

13.   Dispute Resolution

13.1.   In the event of any disagreements related to this Agreement, the Institution agrees to a progressive dispute resolution process prior to proceeding with any legal action. The dispute resolution process would begin with informal discussions between Mujo management and the Institution and, if no solution is found, would progress to a formal dispute resolution process with a third party mutually agreed to by both Mujo and the Institution.

14.   Publicity

14.1.   Mujo shall have the right to make reference to the Institution, either directly and indirectly, in marketing materials, case studies and on Mujo’s website to indicate that the Institution uses the Content and for general information and business purposes regarding Mujo’s customer base. Mujo shall not issue any press release announcing the Institution’s use of the Content without the Institution’s express prior written consent.

15.   Notices

15.1.   All notices required to be given hereunder by any party shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail or emailed to, or delivered at, the address of the other party provided at the time of the execution of this Agreement, or at such other address as the other party may from time to time direct in writing, any such notice shall be deemed to have been received, if mailed or emailed, seventy-two (72) hours after the time of mailing or emailing, and if delivered, upon the date of delivery.  If normal mail service or email service is interrupted by strike, slow down, force majeure or other cause, a notice sent by the impaired means of communication will not be deemed to be received until actually received, and the party sending the notice shall utilize any other such services which have not been so interrupted or shall deliver such notice in order to ensure prompt receipt thereof.

 16.   Execution

16.1. This Agreement may be executed in separate counterparts by the parties and each counterpart shall when executed and delivered be an original document, but all counterparts put together constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in either a tagged image format file (“TIFF”) or portable document format (“PDF”) shall be equally effective as delivery of a manually executed counterpart of this Agreement.