End-user License Agreement for SENSE Theatre® Products

License Agreement

PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, YOU INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS AND AGREE TO BE BOUND AS SET FORTH HEREIN. YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORITY AND LEGAL CAPACITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT (TO THE EXTENT THAT THE PURCHASES IS ON BEHALF OF YOUR ORGANIZATION).

SENSE Theatre® Manual End User License Agreement. 1. DEFINITIONS A. The “SENSE Theatre® Manual End User License Agreement” ("Agreement") is a legal agreement between you, the End User (whether you are an individual or a recognized legal entity), and Vanderbilt University in Nashville, Tennessee, USA, (“Vanderbilt”). B. The SENSE Theatre® Manual (Manual) is the introduction, guide, and instruction manual to incorporating theatre and behavioral techniques to improve social skills in children and adolescents with autism spectrum disorder (ASD). The novel approach utilizes established behavioral methods in combination with theatrical techniques delivered in a supportive, peer-mediated, and community-based intervention. The SENSE Theatre® Manual was developed collaboratively by Dr. Blythe Corbett (“Author”) and Vanderbilt. Author owns the trademark rights in and to the SENSE Theatre marks as well as certain copyrights in and to the Manual, and has given Vanderbilt the authority to negotiate and execute license agreements for the Manual on Author’s behalf. Manual is available in two forms: (i) electronic copy (“Digital Download option”) and (ii) electronic copy with one printed copy of the Manual (“Digital Download with Hard copy”) option. You may license either the Digital Download option or the Digital Download with Hard copy option. The Manual may also include associated media files to which electronic view access may be provided to you. 2. LICENSE GRANT Vanderbilt hereby grants to you a license to access the Manual on any one system for as many licenses as you purchase. "You" means the company, entity or individual to whom the Manual is licensed and whose funds are used to pay the license fee. "Use" means accessing pre-recorded videos and electronic materials. You may not rent, lease, lend, sell sublicense or distribute the Manual to another person, company or other entity. You may not copy, modify or create derivative works (as defined by the U.S. Copyright Laws at 17 U.S.C. §101) of the Manual. 3. OWNERSHIP The Manual is owned and copyrighted by the Author and Vanderbilt. The license you receive confers no title or ownership of the Manual and should not be construed as a sale of any right. 4. COPYRIGHT The Manual is protected by United States copyright law, international treaty provisions and other applicable law. You acknowledge that no title to the intellectual property in the Manual is transferred to you. You further acknowledge that title and full ownership rights to the Manual will remain the exclusive property of the Author and Vanderbilt and you will not acquire any rights to the Manual except as expressly set forth in this license. This Agreement does not grant you any rights in the registered or unregistered trademarks of the Author or Vanderbilt for this product. 5. LIABILITY You agree that you will defend, indemnify and hold Vanderbilt and Author harmless against any claims or liabilities arising out of the use, misuse, or distribution or of the Manual including claims brought against you for the use of such training contained in the Manual. You further agree to hold harmless and protect Vanderbilt against any such civil, legal or criminal claims which will be paid by licensee including court costs and judgments. 6. No Warranty The Module is being delivered to you AS IS and Vanderbilt makes no warranty as to its use or performance. VANDERBILT DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE MANUAL. VANDERBILT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL VANDERBILT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A VANDERBILT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY THIRD PARTY. 7. NOTICES All notices required or permitted relating to a claim or breach of this Agreement shall be in writing and sent to: (i) if to the licensee: the address provided by you when ordering the Manual and (ii) if to Vanderbilt: Center for Technology Transfer and Commercialization , 1207 17th Avenue South, Suite 105, Nashville, Tennessee 37212 (U.S.A.) (Attn: Sense Theater Manual). Either party may substitute their address from time to time by written notice to the other and shall be deemed validly given upon receipt of such notice given by certified mail, postage prepaid, or personal or courier delivery. All limited support or other notices relating to the usage of the Manual will be provided by Vanderbilt via either telephone or e-mail. 8. GOVERNING LAW This Agreement shall in all respects be governed by and construed in accordance with the laws in force in the United States of America in the state of Tennessee. 9. AMENDMENTS Vanderbilt reserves the right to amend this agreement at any time. 10. ENFORCEABILITY If any part of this Agreement is found void and unenforceable, the parties agree that such invalidity shall not affect the validity of the remaining portions of this agreement. 11. EXPORT CONTROL You agree that the Manual shall not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act, or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms and conditions, or for providing false information.