Capital Campaign Toolkit – End User License and Disclaimer
This is a license agreement (the “Agreement”) between you (“Grantee”) and Amy Eisenstein, LLC, a limited liability corporation incorporated under the laws of the State of New York (“Grantor”). By purchasing and downloading the Capital Campaign Toolkit through capitalcampaigntoolkit.com or any associated websites or mobile applications, you agree that you have read, understood, and accept all of the terms and conditions herein.
1. License to Use Nonprofit Toolkit.
a) Grant of Rights. Upon payment of the listed purchase price, Grantee is hereby granted the non-exclusive, non-transferable, one-time right and license to reproduce, publish, display and use the Toolkit and the Intellectual Property (as defined below) in the Nonprofit Capital Campaign Toolkit attached as Exhibit A (collectively, the “Toolkit”), only for the limited, specific purpose described herein (the “Authorized Purpose”). Grantee hereby acknowledges that Grantor is the sole owner of the Toolkit and the Intellectual Property in the Toolkit. Grantee shall have the right to change or add to the Toolkit as needed to effectuate the Authorized Purpose, but for no other purpose, and shall not have the right to alter or modify the Intellectual Property in any way without express permission from Grantor in writing. Any such changes or additions to the Toolkit by Grantee shall be considered derivative works and assigned to the Grantor by virtue of execution of this Agreement. The Grantor shall retain and expressly reserves for itself all other of its rights, including but not limited to the right to sell or license the Toolkit to any other party for any purpose (including without limitation use in books and other publications). Grantee may request additional rights to the Toolkit provided such requests are in writing and such permission shall only be granted in writing from Grantor, and Grantor may require an additional fee for any additional rights. Except as expressly stated herein, Grantee shall acquire no right in the Toolkit by virtue of this Agreement. Grantee agrees not to undertake to obtain copyright, trademark, service mark, trade secret, patent rights or other intellectual property rights with respect to the Toolkit and any Intellectual Property therein.
b) Intellectual Property. Intellectual Property, as referenced herein, includes, but is not limited to, all copyrights or copyrightable works, trade secret rights, trademarks, processes, methodologies and knowhow under applicable copyright, trademark and other intellectual property laws and international treaties. Grantor retains all “moral rights” to all copyright in the Toolkit in any country of the world. Such Intellectual Property shall include, but is not limited to the following trademarks: AMY EISENSTEIN, NONPROFIT CAPITAL CAMPAIGN TOOLKIT, and MASTERING MAJOR GIFTS CHANGING THE WORLD THROUGH FUNDRAISING.
c) Authorized Purpose. The Grantee is authorized to reproduce the Toolkit to communicate and promote its capital campaigns and related fundraising activities.
2. Refund Period
a) 14-Day Satisfaction Review. Within 14 days after purchase or download, Grantee shall have the right to return the Toolkit for a full refund. In the event that Grantee chooses to exercise this right, the Grant of Rights in Section 1 above (and any license or other interest in the Intellectual Property) shall be deemed revoked and the Grantee shall promptly return or destroy any originals, copies or derivative works. Subsequent to the 14-day refund period after the date of purchase or download, no refunds shall be provided under any circumstances.
3. Limitations and Disclaimers.
a) DISCLAIMER. THE TOOLKIT AND ANY DOCUMENTATION RELATING TO OR DESCRIBING THE TOOLKIT ARE ALL PROVIDED TO GRANTEE AS-IS AND WITH NO WARRANTY OR GUARANTEES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GRANTOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF SUCCESS FOR CAPITAL CAMPAIGNS OR FUNDRAISING EFFORTS, AND DISCLAIMS ALL LIABILITY ASSOCIATED WITH SUCH PURPOSES TO THE FULLEST EXTENT PERMITTED BY LAW. Grantee agrees and acknowledges that its receipt and use of the Toolkit does not constitute any professional legal, auditing and/or accounting advice on the part of the Grantor. Grantee should consult with its own legal, auditing and accounting advisors regarding any matters requiring legal, auditing or accounting advice related to its use of the Toolkit.
b) Limitation on Damages. THE PARTIES AGREE THAT IN NO EVENT SHALL GRANTOR’S LIABILITY TO GRANTEE EXCEED THE AMOUNT OF THE PURCHASE FEE. Grantee specifically agrees that Grantor shall not be liable for any special, incidental, indirect, or consequential damages or for lost profit, revenue, or data arising out of the subject matter of this Agreement, even if Grantor has been advised of the possibility of such potential loss or damage.
c) Hold Harmless. Grantee agrees to hold Grantor harmless for losses incurred on account of any injury to person or damage to property sustained as a result of the acts or omissions, including the negligent acts or omissions, of Grantor or its directors, officers, employees, agents, or licensors in the performance of this Agreement.
d) Attorneys’ Fees. If any proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court, and shall be made a part of any award or judgment rendered.
a) Relationship of Parties. The parties agree that neither party is or shall be deemed to be an employee, agent, partner, joint venture affiliate, or representative of the other party. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.
b) Governing Law and Forum. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of state of New York, without giving effect to principles of conflicts of law. Both parties consent to the personal jurisdiction of the state and federal courts in New York County, New York.
c) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any other agreements or promises by anyone regarding the subject matter of this Agreement, whether oral or written.
d) Counterparts. This Agreement may be executed in several counterparts, all of which taken together will constitute one single Agreement between the Parties. The parties have executed this Agreement as of the date of the last signature affixed hereto.
e) Electronic Delivery. Execution of an electronic copy of this Agreement shall have the same force and effect as execution of an original, and an electronic signature shall be deemed an original and valid.
f) Severability. If any provision in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this Agreement.
g) Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver will constitute a continuing waiver, unless the writing so specifies.
Disclosure Of Material Connection
Some of the links on this website are “affiliate links.”
This means if you click on the link and purchase the item, we will receive an affiliate commission.
Regardless, we only recommend products or services we use personally and believe will add value to our readers.
We are disclosing this in accordance with the Federal Trade Commission’s 16 CFR, Part 255: “Guides Concerning the Use of Endorsements and Testimonials in Advertising.”