National Information Solutions Cooperative (NISC)

By downloading and/or utilizing the “Licensed Material” You accept and agree to be bound by the terms and conditions of this Materials License (the “Agreement”).

1. 1. “Licensed Material[s]” means the NISC CyberSense Educational Media Kit and all related materials provided by us to you.
   2. “Term” means the timeframe commencing on the date on which We give you access to the Licensed Materials and continuing until the license grant hereunder is recoved by us.
   3. “Us” or “We” means National Information Solutions Cooperative, Inc. “Our” has a corresponding meaning.
   4. “You” means the individual or entity exercising the rights granted under this Agreement. “Your” has a corresponding meaning.
2. Grant of Rights. Subject to the terms and conditions of this Agreement, We hereby grant to You during the Term a worldwide, royalty-free, non-sublicensable, non-exclusive, revocable license in the Licensed Material to reproduce, distribute, display, and share the Licensed Material, in whole or in part, for noncommercial purposes only. You acknowledge and agree that the license granted to You under this Agreement does not include the right to modify, edit, translate, include in collective works, or create derivative works of the Licensed Material except as set forth in Section 3.
3. Right to Co-Brand. Notwithstanding anything herein to the contrary, We grant you the right to co-brand the Licensed Materials using Your own name, logo and other marks, provided that such co-branding does not alter or remove in any way the content of the Licensed Materials or the original branding included in the Licensed Materials by Us.
4. Reservation of Rights. We reserve all rights not expressly granted to You under this Agreement. You acknowledge and agree that nothing in this Agreement limits or restricts Our rights in or use of the Licensed Material in any way. Neither this Agreement, nor any act, omission, or statement by Us or You, conveys any ownership right to You in any Licensed Material, or to any element or portion thereof. We own and retain all right, title, and interest in and to the Licensed Materia, subject to the license granted in Section 2. Your permission to use the Licensed Material is expressly conditioned on You not impairing Our copyright in the Licensed Material in any way.
5. Licensor Obligations. After mutual execution of this Agreement and payment in full of the License Fee to Licensor, Licensor shall deliver the Licensed Material[s] to Producer, at Producer’s sole cost, at the address, and in the format(s) and media, set out in Schedule 1.
6. Miscellaneous Terms.
   1. We may terminate this Agreement at any time. Upon termination, all rights licensed under this Agreement will immediately revert to Us and You shall cause to be inactivated and erased all electronic copies of the Licensed Material[s] in Your control and return or, at Our written request, destroy, any tangible copies of the Licensed Material.
   2. You agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its terms and that We are entitled to equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which it is entitled at law or in equity.
   3. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   4. You shall not assign any of Your rights or delegate any of Your obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Our prior written consent. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
   5. This Agreement is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement nor invalidate or render unenforceable such term or provision in any other jurisdiction.
   6. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
   7. This Agreement and all matters arising out of or relating to this Agreement are governed by the laws of Missouri, without giving effect to any conflict of laws provisions thereof. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be commenced in the federal or state courts located in the state of Missouri, and each party irrevocably submits to the exclusive jurisdiction of such courts.