End User License Agreement

for Trainers’ and Certified Trainers’ Use of Books by Susan Fitzell for

Professional Development

IMPORTANT INFORMATION – PLEASE READ CAREFULLY

RECITALS

1. The Owner is the creator of a work of authorship by Susan Gingras Fitzell, “Special Needs in the General Classroom, 500+ Teaching Strategies for Differentiating Instruction 3rd Edition” OR “Paraprofessionals and Teachers Working Together 3rd Edition” OR “Co-teaching and Collaboration in the Classroom 3rd Edition Edition” (the “Work”).
2. The Work and supplemental resources included with the purchase of the Work to facilitate training including video, PowerPoint templates, supplemental handouts, etc. is referred to in this document as (the Licensed Material.)
3. Purchaser wishes to obtain a license to exploit the Work for the sole and limited purpose of engaging in “professional development” exercises (the “Use”).

LIMITED LICENSE
THIS IS A LIMITED LICENSE, NOT A SALE. CAREFULLY READ THIS LICENSE BEFORE USING THIS LICENSED MATERIAL. USING THIS LICENSED MATERIAL INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS. IF YOU DO NOT AGREE, YOU MAY NOT USE THIS LICENSED MATERIAL.

1. This agreement imposes certain restrictions on your Use of this Licensed Material. Unless you have another written agreement directly with the Owner, that expressly supersedes this agreement and controls and alters your Use or distribution of the Licensed Material, this Licensed Material is provided under the following license agreement and all applicable addenda (“License”) which define what you may do with the Licensed Material and contains limitations on warranties and/or remedies.
2. You acknowledge that the Licensed Material is being licensed to you and Use is subject to the terms and conditions of this Agreement.
3. The Licensed Material is for the Purchaser’s use ONLY in the K-12 School/School District in which the Purchaser is employed.
4. This Licensed Material may be used for a college or university course which is provided to students enrolled at the Purchaser’s college or university.

School district personnel who wish to deliver training for multiple schools or their entire school district, OR trainers working for educational service centers, OR for-profit, or non-profit, organizations THAT PROVIDE PROFESSIONAL DEVELOPMENT TO SCHOOL DISTRICTS MAY NOT use this Licensed Material to deliver professional development TO K-12 SCHOOLS OR EMPLOYEES OF K-12 SCHOOLS. PURCHASER must complete a Train-the-Trainer program DELIVERED BY AIM HI EDUCATIONAL PROGRAMS LLC and obtain specific Certification provided by Aim Hi Educational Programs LLC, and Susan Fitzell, to deliver this material by a non-school employee via an entity that is not a K-12 School District. Violation of the terms of this licensing agreement are grounds for revocation of certification. For more information call 603-625-6087 or email sfitzell@aimhieducational.com.

GRANT OF LIMITED LICENSE

Owner provides you with the Work and grants you a limited, revocable, non-exclusive license to use the Licensed Material for the Use and for no other purpose. The copyright and all other rights to the Licensed Material shall remain with Owner to the extent expressly stated herein.

These Terms are subject to change without prior notice, except that the Terms posted on the Site at the time Purchaser initially places or modifies an order will govern the order in question.

Provided you have obtained this Licensed Material from Owner in its original binding,

YOU MAY:

1. Use the Work to deliver professional development in the school in which the Purchaser is employed. School is defined as one K-12 school entity or Institution of Higher Education such as a college or university. Virtual schools must use hard copy editions of the book.
2. Use this Licensed Work for the sole purpose of delivering professional development for your existing and prospective staff. This license does not entitle anyone other than you to use the Licensed Material unless those other persons are also licensed to use the Work.
3. Use this Work, providing each participant in each professional development event and/or implementation with their own purchased copy of the Work.

YOU MAY NOT:

1. Use the Licensed Material other than as permitted in this License except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect.
2. Use the Licensed Material to deliver professional development training without purchase of a copy of the Work for each participant of the training. Delivering training with photocopies of the book or alternate handouts is strictly forbidden and is a violation of copyright and terms of this Limited License agreement. (This material is copyrighted and Purchaser agrees to observe all copyright laws and restrictions in this Agreement governing its use).
3. Use the Licensed Material to deliver professional development without being an employee of a school district or for any other use other than delivering professional development training by a school district employee for the school district with which Licensed User is employed, unless certified by Aim Hi Educational Programs LLC and Susan Fitzell as a Trainer.
4. Translate, reverse engineer, de-compile, or disassemble the Licensed Material except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect.
5. Rent, lease, assign, sell, sub-license, lend, or transfer the Licensed Material.
6. Modify the Licensed Material or merge all or any part of the Licensed Material with another program.
7. Transfer or assign the Licensed Material or any copy thereof, or your License to Use the Licensed Material to a third party.
8. Distribute sound, video, or presentation file(s) included with the Licensed Material to third parties.
9. Copy and upload the Work for virtual presentation.

INTELLECTUAL PROPERTY RIGHTS

Except as expressly licensed to you in this Limited License, Owner retains all rights, title, and interest in and to the Licensed Material. Copyright protects the Licensed Material, including without limitation by U.S. copyright law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this License does not grant you any intellectual property rights to the Licensed Material. All rights not expressly granted are reserved by Owner.

TERM

This License shall remain in effect only for so long as you follow the terms and conditions of this License. This License will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to stop delivering all professional development trainings that are facilitated through the exercises, activities, and materials provided in and as part of this limited license agreement for use of the Licensed Material. The Intellectual Property Rights provisions shall continue in force even after any termination.

COMPLIANCE WITH LICENSES

If you are a business or organization, you agree that upon request from Owner or Owner’s authorized representative, you will within thirty (30) days fully document and certify that Use of all Owner Licensed Material at the time of the request is in conformity with your valid licenses from Owner.

DISCLAIMER
LICENSED MATERIAL(S) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PURPOSE. THE ENTIRE RISK AS TO THE RESULTS OR PERFORMANCE, AND THE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF THE LICENSED MATERIAL IS ASSUMED BY YOU. IN NO EVENT WILL AIM HI EDUCATIONAL PROGRAMS LLC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED MATERIAL(S).

We will not be responsible for any delays in delivery which result from any circumstances beyond our control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.

GENERAL

This License is the entire agreement between you and Owner, superseding any other agreement or discussions, representations, or advertising, oral or written, other than a separate, valid, existing, and applicable license agreement entered between you and Owner or any of its subsidiaries (the “Other License”) in which case that Other License governs, to the extent of any inconsistency between this License and that Other License. This License may be modified only by a written document signed by an authorized officer of Owner.

This License shall be governed by and construed in accordance with the laws of the state of New Hampshire, USA, and the parties agree to submit to the exclusive jurisdiction of the courts of the State of New Hampshire, without regard to conflicts of laws or rules, regardless of the location of the customer. Any dispute, action, or litigation must be brought in New Hampshire and Purchaser consents to the jurisdiction of the Federal and State courts located in New Hampshire, submits to jurisdiction there, and waives the right to change venue. Purchaser hereby agrees that such venue is appropriate and that Aim Hi Educational Programs LLC’s agreement to sell and deliver Product to the Purchaser is dependent on this provision.

ARBITRATION

1. Any dispute, controversy or claim arising out of or relating in any way to [the agreement/the relationship] including, without limitation, any dispute concerning the construction, validity, interpretation, enforceability, or breach [of the agreement], shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. [In the event of a dispute, controversy, or claim arising out of or relating in any way to [the agreement/the relationship], the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event, shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute, or breach.
2. This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.
3. The arbitration shall be conducted by one arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, a court judge in New Hampshire shall select the arbitrator in accordance with the terms of this agreement.
4. The arbitration shall be conducted in Manchester, New Hampshire.
5. The laws of the State of New Hampshire shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
6. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within one hundred and twenty (120) days from the date the arbitrator(s) are appointed. The arbitrator(s) may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award.
7. Except as may be required by law, neither a party, nor its representatives, may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.
8. The Parties shall be entitled to discovery in the arbitration. Any Party shall be entitled to depose any expert who will testify in the arbitration proceeding but shall pay the regular hourly rate of such expert during such deposition. In addition to the foregoing, any Party shall be entitled to take the deposition of a witness who will testify at the arbitration but who is unavailable to testify at the hearing to preserve such witness’ testimony for the arbitration hearing.
9. The Parties shall exchange a copy of all exhibits for the arbitration hearing and shall identify each witness who will testify at the arbitration, with a summary of the anticipated testimony of such witness ten (10) days before the arbitration hearing.
10. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award shall be determined as part of the arbitration proceedings.