License Agreement by and between Guard Up, Inc., a Massachusetts business corporation with a principal place of business at 103 Terrace Hall Avenue, Burlington, Massachusetts 01803 (“Guard Up”) and purchaser of Game System License (“Licensee”).
Guard Up is engaged in the business of operating a story-based interactive, educational experience for children. Licensee operates a camp, after-school program, or other recreation/education program for children or adults ("Activities").
Guard Up has, over the years, developed a gaming system for use online or in a live environment along with an extensive array of stories, props, and teaching tools that it consistently upgrades and improves. In addition, Guard Up has deep experience in the operation of children’s events for school breaks and vacations and in the conduct of ongoing classes and events for all ages of all types.
Licensee wishes to provide story-based educational programming to children or adults, either online or in a live environment and minimize its costs to provide said programming. Licensee has requested that Guard Up provide training in its gaming system and tools along with access to its library of optional content to be used with the gaming system. Guard Up will provide access to the aforementioned content under the terms set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the undersigned do agree as follows:
Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
“Guard Up Intellectual Property”, shall refer to stories, props, manuals, images, videos, media, teaching tools and any other original material produced by Guard Up for use in online or offline camps, classes, and events for children and adults.
“Game System”, shall refer to the ethos, stories, and system of rules and procedures produced by Guard Up needed to properly organize and run a story-based adventure in both the online and offline environments.
License. Guard Up does hereby grant to Licensee a limited, nontransferable, non-exclusive license to use Guard Up Intellectual Property, “The Game System”, along with certain trademarks used for marketing purposes during the term of this Agreement, solely for the conduct of story-based programming for Licensee’s "Activities". Guard Up will provide a single user log in and password to access our online course materials describing The Game System. The information provided in that course may be used to design and offer story-based adventures for the period of this license and any renewal periods purchased. Licensee agrees that, as between Guard Up and Licensee, the Guard Up Intellectual Property is the sole and exclusive property of Guard Up and nothing in this Agreement gives Licensee any rights to the Guard Up Intellectual Property other than as explicitly provided for herein.
License Fee. In consideration of the License granted hereunder, Licensee does hereby agree to pay Guard Up a fee of $499.00 (the “License Fee”), to be paid in advance. This fee will be considered earned upon receipt. There will be no refunds of the License Fee.
Additional Materials. In addition to the Game System that is included in this license, Licensee may purchase pre-written adventure curriculum in half day (one week) increments at prices ranging from $10/hour to $30/hour of programming per certified instructor. Those modules are only available to our licensees’ staff and we recommend a ratio of instructors to campers of 1:10. The content may be used only during the term of this agreement and any additional terms purchased from Guard Up.
Term; Termination. This Agreement is for one year from the date that Guard Up provides login credentials to the online training program. Licensee may not use the Game System or Guard Up Intellectual Property for any programming after the termination of this agreement nor may any of the assets provided under this license be used with any curriculum other than that covered under this License. Licensee will have the option of entering into a new license agreement at the then current license fee.
Indemnification. Each party to this Agreement agrees to indemnify the other, and its officers, directors, employees, agents and owners from any loss, cost or damage arising by reason of the willful action or negligence of the indemnifying party or their officers, directors, employees, agents or owners. Licensee shall indemnify Guard Up and its officers, directors, employees, agents, and owners from any claim by Licensee’s employees or customers related to the use of this content or their participation in any of the activities suggested by the Game System or curriculum provided by Guard Up hereunder.
Protection of IP. Licensee shall protect all Guard Up Intellectual Property by prohibiting its employees from sharing login credentials with parties outside licensee’s organization. Only authorized staff of the licensee may access the training materials provided herein. Failure to follow these rules will result in the immediate termination of this license and revocation of access to the Game System training. No refund of the license or other fees will be given.
Miscellaneous. This Agreement constitutes and contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, undertakings, representations, warranties and agreements between the parties respecting the subject matter hereof. All exhibits referred to herein are incorporated by reference as if fully set forth in this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns, shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts.