BNED LoudCloud Courseware Grant Agreement/
- I, the faculty member named in my Program application, represent, warrant, and agree that any and all information in my application and content created and provided to LoudCloud by me, or on behalf of me, as part of my participation in the Program (the “Content”) (i) is my original creation, or constitutes open educational resources under the Creative Commons 4.0 International Public License (“Creative Commons CC BY”) or original, faculty-authored content licensed under the Creative Commons CC BY domain, (ii) is compliant with Web Content Accessibility Guidelines (WCAG) 2.0 standards, and (iii) does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or rights of a third party, including the rights of publicity or privacy, or violate any applicable laws.
- I further represent and warrant that my application to and/or participation in the Program is permitted under the terms and conditions of my employment or other applicable documents applicable to my employment or other relationship with my sponsoring educational institution.
- I agree and acknowledge that my receipt of grant disbursements as part of my participation in the Program is conditioned upon meeting Program requirements, including without limitation delivering deliverables on or before their respective deadlines, determined by LoudCloud in its sole discretion; being available for synchronous meetings scheduled through Zoom at mutually convenient times; use by LoudCloud of my name, title and likeness in connection with the Program; and disclosure of Grantee’s Program participation in any public statements made by Grantee with regard to the Program.
- At LoudCloud’s request, I agree to negotiate to arrive at mutually acceptable amendment to this Agreement to grant LoudCloud and its affiliates a perpetual, irrevocable, transferable, fully paid-up, royalty-free license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever the Content, for any purpose including the development of course materials, on or through any means now known or hereinafter developed, and to advertise, market, and promote the same license to use the Content. I acknowledge each party reserves the right to withdraw from further negotiations at any time if, in the sole judgment of either or both, it is in either party’s best interest to do so, without further liability or obligation to the other.
- I agree that LoudCloud may, but will not have any obligation to, and THAT LOUDCLOUD MAKES NO REPRESENTATION OR WARRANTY THAT IT WILL, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of my Content, and LoudCloud may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of Content without notice or any liability to me or any third-party in connection with its operation of Content venues in an appropriate manner.
- I agree to indemnify, defend with counsel of LoudCloud’s choice, and hold harmless LoudCloud and its respective officers, directors, affiliates, subsidiaries, employees, licensors, suppliers, and partners from any losses, costs, liabilities, and expenses, including reasonable attorneys’ fees, relating to or arising out my breach of any representation, warranty or covenant herein or LoudCloud’s use or other exploitation of the Content.
- I EXPRESSLY UNDERSTAND AND AGREE THAT LOUDCLOUD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LOUDCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THESE ADDITIONAL TERMS, MY PARTICIPATION IN THE PROGRAM, OR LOUDCLOUD’S USE OR OTHER EXPLOITATION OF THE CONTENT.