Terms and Conditions : Applicable to All Users of the Spectrum Linx Website www.spectrumlinx.com

“THE S.O.C.I.A.L. PROGRAM” CURRICULUM LICENSE AGREEMENT

DEFINITIONS
The Licensor: Incuentro LLC
The Licensee: The Licensee is the individual, school, company, or organization licensing the Curriculum, who accepts the terms of this Agreement by accessing the Curriculum.
The Site: Physical address of the Company, Organization or School using the Curriculum.
The Curriculum: “The S.O.C.I.A.L., including all versions and formats of the units (social skills lessons, activities, activity resources, visuals), manual, or other documents prepared by or on behalf of Licensor.
The Territory: This license is intended for use of the Curriculum outside the Greater Houston area, and thus, unless otherwise permitted in writing by the Licensor, excludes any uses otherwise permitted by Licensor in writing in the following Texas counties: Harris, Brazoria, Chambers, Fort Bend, Galveston, Liberty, Montgomery, and Waller.
The Term: The initial term of the License, which is one year from the payment of the licensing fee, and each additional year for which Licensee pays the license fee.

ACKNOWLEDGMENT
Licensee acknowledges that Curriculum is licensed, not sold, to the Licensee for use only under the specific terms and conditions of this license agreement for the Term, and Licensee accepts the terms of this License by accessing the Curriculum. If Licensee does not agree to the terms of this License, Licensee may not store, install, modify, extract, or utilize any portion of Curriculum.

SCOPE OF SCHOOL, NONPROFIT, OTHER ORGANIZATION LICENSES
a) If Licensee is a school, nonprofit, or other organization, Curriculum may be used only by the number of employees (users) equal to the number of licenses purchased by Licensee.
b) The Licensee is responsible for assigning a single employee as a license manager for the Licensee. Spectrum Linx will provide a login to a private dashboard for the Licensee where the license manager can assign/unassign users to each license purchased.
c) If Licensee has more than one location, such as a school district with multiple schools, Curriculum may be used by Licensee at any of the school or organization’s Sites.
d) Curriculum may be used for any number of enrolled students of Licensee.

SCOPE OF INDIVIDUAL LICENSE
a) If Licensee is an individual person, Curriculum may be used by Licensee only and in only one classroom concurrently. The Curriculum may not be used by anyone other than the licensee except for temporary substitutes in the event of illness or absence of the Licensee.
b) Individual Licenses may not be transferred.
c) Individual Licensee may use Curriculum materials in any school in which they are employed or engaged to teach. However, any former schools of Licensee have no Licensed rights and must delete and destroy all copies, printed and digital, of any existing Curriculum materials when the Licensee leaves their employment with that school or organization.
d) Curriculum may be used for any number of enrolled students of Licensee.

LIMITATIONS ON ALL AUTHORIZED USERS
a) The Curriculum may be used by the Licensee at any Site owned or operated by the Licensee. For instance, a school district with multiple schools may use the curriculum at any of the district’s schools. However, the Licensee must purchase a license for each individual user (teacher or other employee).
b) Licensee will use commercially reasonable efforts to restrict access to the Curriculum by anyone not listed as a user in the Spectrum Linx Learning Management System.
c) Without the written permissions of Licensor, the Curriculum may not be used in the counties excluded from the Territory above.

TERMS OF USE
a) Once payment in full is received, Licensor grants to Licensee a non-exclusive license to use Curriculum for one year. A license beyond the initial one-year term will require the payment of a license fee for each additional year that the Curriculum is used.
b) Usernames and/or passwords issued by Licensor to the Licensee to access the Curriculum must be kept confidential and may not be shared with individuals who are not licensed to use the Curriculum.
c) Licensee has the right to print an unlimited number of activity sheets and other resources that are part of the Curriculum, for use by teachers and students at the Site for the Term of the license. The curriculum lessons may not be printed and kept in any print format.
d) At the end of the Term, Licensee shall destroy any copies of Curriculum materials made during the Term unless the license is renewed.
e) Teachers and administrators may also use the Curriculum on desktop computers, portable computers, and tablets located away from the Site, if the sole purpose is for preparing to use Curriculum at the Site.
f) Licensee may not remove nor alter any watermark, logo or copyright information displayed or embedded within the Curriculum materials.
g) Licensee shall be solely responsible for all expenses incurred in the implementation and use of Curriculum.

OWNERSHIP
The Licensee acknowledges that Licensor is the sole owner of the Curriculum. Licensor reserves any rights not expressly granted to Licensee. The rights granted are limited to a license to Licensor’s intellectual property rights in the Curriculum and do not include any other patent, copyright, or intellectual property rights.

LIMITED WARRANTY AND LIABILITY
a) Licensor has taken all reasonable precautions in the research, creation, testing, and proofreading of Curriculum materials. However, Licensor and its owners, staff, and contractors, assume no responsibility for any errors or omissions. Licensee acknowledges acceptance of Curriculum in as-is condition.
b) Licensor and its owners, staff, and contractors shall not be responsible for any direct, incidental, or consequential damages arising from the use of Curriculum.
c) Licensor warrants to Licensee for a period of ninety (90) days from the date of license purchase that Curriculum as delivered to Licensee will be in accordance with the description of Curriculum on Licensor’s website, at the time of purchase.
d) No refund will be given in the event of inadequate hardware or network systems at the Licensee's Site resulting in the inability to open curriculum or resource as outlined in the Curriculum.
e) No refund will be given in the event Authorized Users lack the knowledge for accessing or implementing the curriculum.
f) No refund will be given in the event of inadequate Internet connection at the Licensee's Site resulting in the inability to access Curriculum files from the Internet.
g) No refund will be given in the event of inadequate printing facilities at the Licensee's Site resulting in the inability to print the Curriculum activity files.
h) Licensor’s total liability to Licensee for any damages for any cause whatsoever, however caused (whether in contract, negligence, or other tort, under statute or otherwise however arising) will be limited to the money paid for the license to the Curriculum for one year that caused the damages.
i) In the event that Licensee or any third-party brings any claim or action against Licensor related to Licensee’s use of the Curriculum, Licensee agrees to defend, indemnify, and hold harmless Licensor and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Licensor arising out of or related to any third-party claim related to Licensee’s use of the Curriculum.

RESTRICTIONS
a) The Licensee may not sell, lend, lease, rent, sublicense, assign, or transfer the Curriculum to another party in any form.
b) The Licensee may not translate, reverse engineer, de-compile, disassemble, or create derivative works based upon the Curriculum or any part thereof.
c) The Licensee may not circumvent security features that protect Licensor as the copyright holder in the Curriculum
d) The Licensee may not use in or export the Curriculum to another country without the written permission of Licensor.
e) The Licensee is strictly forbidden from posting the Curriculum in any format which makes it accessible to non-authorized users.
f) Licensee may not use Curriculum in a distance learning environment. This restriction applies to instruction via the Internet and/or the metaverse or any other distance learning platform.
g) Licensee will use commercially reasonable efforts to restrict network or any other access to Curriculum by anyone outside of Licensee’s Site who is not authorized to use Curriculum. No Curriculum materials may be uploaded to a live web server that is open to the public or to search engines.

SUPPORT SERVICES
a) Licensor agrees to provide Licensee with reasonable email and/or phone support regarding the substance of the Curriculum for a minimum period of ninety (90) days following date of license.
b) In the future, Licensor may choose to expand, revise, or update Curriculum materials, which Licensee will be licensed to use during the Term. Licensee is only entitled to future updates and revisions of this Curriculum after the initial one year term if Licensee pays the additional license fee to cover the Term during which such expansion, revision, or update is made to the Curriculum.
c) Licensor reserves the right, in its sole discretion, to remove portions of Curriculum in future versions. Only the materials existing in the most recent version of Curriculum are eligible for support services regarding the substance of the Curriculum.
d) Licensor reserves the right, in its sole discretion, to retire this Curriculum in the future. Once retired, Curriculum will no longer be eligible for support services regarding the substance of the Curriculum.
e) Licensor shall make all reasonable efforts to maintain updated records of all Curriculum license holders. However, if requested by Licensor, Licensee shall be responsible for providing proof of license purchase prior to receiving support services or product updates.
f) At its sole discretion, Licensor may provide technical information technology-related support for the Curriculum to the Licensee. Licensor shall not be obligated to provide technical support for the Curriculum to ensure the proper operations or compatibility of the Curriculum with any software or hardware.

TERMINATION
a) This licensing agreement shall continue for one year from the Licensee’s payment of the license fee. However, the license will terminate prior to the end of one year if Licensee fails to comply with any of the terms and conditions outlined in this Agreement.
b) In the event of a breach of this license by Licensee, Licensor may terminate this License by giving written notice (email delivery is acceptable) to Licensee, whereupon this License and all rights granted to Licensee herein shall immediately cease.
c) In event of termination, Licensee agrees to discontinue all use of Curriculum and to destroy any printed Curriculum materials. In event of termination for any reason, no refund shall be made by Licensor to Licensee.

GENERAL TERMS
a) The purchase and use of Curriculum from Licensor indicates that Licensee accepts the terms, conditions, and restrictions of this license agreement.
b) If any provision of this license is declared by a court of legal jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from licensing agreement. However, the other provisions shall remain in full force and effect.
c) All trademarks are acknowledged as belonging to their respective companies and Licensor does not claim to partner with nor represent any third parties.
d) Licensor reserves the right to alter licensing conditions at any time, without prior notice.
e) This Agreement shall be construed pursuant to the laws of the State of Texas, and any disputes related to this Agreement will be resolved solely in the courts of Harris County, Texas. License submits to personal jurisdiction in the courts of Harris County, Texas for any such disputes as a condition of licensing the Curriculum.