SELENA – No Cost Version License AgreementThis Software License Agreement is made between RESILIENCE, INC., a Florida Not for Profit Corporation with its principal address at 12094 Anderson Rd, #140, Tampa, FL 33625 (“RESILIENCE, INC.”) and the client (“CLIENT”). The parties agree to the terms of this agreement.License Grant – Software. “Software” means the SELENA (Social Emotional Learning Enhancement Application) software program, available in web browser and mobile application formats.Version. RESILIENCE, INC. has created two versions of SELENA. This licensing agreement hereby represents the SELENA NO COST VERSION only.Software License. RESILIENCE, INC. hereby grants to client a non-exclusive, non-transferable, non-sublicensable, revocable license to (“SELENA NO COST VERSION”) to use the NO COST version of the SELENA curriculum and software.No Other Rights. RESILIENCE, INC. reserves for itself all other rights and interests in and to the Software not explicitly granted under this agreement.Training and Support Services – Training. RESILIENCE, INC. shall, at RESILIENCE, INC.’s expense, provide client employees with two hours of initial training services necessary to operate the Software.Support – Initial Support. For the 12 month period beginning on the Effective Date, and at RESILIENCE, INC.’s own expense, RESILIENCE, INC. shall provide client with telephone and electronic support during RESILIENCE, INC.’s normal business hours in order to help client locate and correct problems with the Software that can be controlled and corrected by Resilience, Inc. Resilience, Inc. shall be generally available five days a week, 12 hours per day, from 7:00 AM EST until 7:00 PM EST.Renewed Support. After the initial 12-month support period, client may elect to renew RESILIENCE, INC.’s support services for an additional 12-month period, at NO COST.Updates and Maintenance Services – Updates. RESILIENCE, INC. shall make available to client, at RESILIENCE, INC.’s sole expense, with all updates, extensions, enhancement, modifications, and other changes RESILIENCE, INC. makes or adds to the Software and which RESILIENCE, INC. offers to all other licensees of the Software.Fixes and Patches. RESILIENCE, INC. shall provide client, at RESILIENCE, INC.’s sole expense, with bug fixes and code corrections to correct issues caused by SELENA NO COST VERSION malfunctions and not caused by client interconnection or improper use. Resilience shall correct SELENA NO COST VERSION defects in order to bring the Software into substantial conformity with its operating specifications.Exceptions. RESILIENCE, INC. may, but may refuse to, provide these maintenance services if client has modified the Software.License Fees – There are NO License Fees for the SELENA NO COST VERSION.Restricted Uses. client will not (a) distribute, license, sublicense, assign, pledge, transfer, loan, or sell the Software or other content that is contained or displayed in it, (b) modify, alter, incorporate or create any derivative works from the Software, (c) reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software, or (d) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.Permitted Uses – Installation. client may install and use the Software solely for school use.Evaluation Use. If client has ordered an evaluation license, client may use the Software only for evaluation purposes and only during the applicable evaluation period.Term. This agreement begins on the “Effective Date” and will continue until terminated (the “Term”).Representations – Mutual RepresentationsExistence. RESILIENCE, Inc., is a Not for Profit corporation, duly formed, and in good standing in the State of Florida, and client is duly formed and in good standing.Authority and Capacity. The signatories for the parties have been duly authorized by all necessary action to enter into this agreement, and their signatures are binding upon the parties for whom they have signed this agreement.Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms. If any of the terms of this agreement are determined by a court of law or other binding legal authority to be void or invalid, the remainder of this agreement shall be interpreted without reference to such void or invalid terms and shall continue in full force and effect.No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its charter or other formation or operating documents or any Law to which it is subject, any judgment, Order or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on. By installing or using the Software, the client will not be violating the terms of any other license or agreement to which it is bound.No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or reasonably foreseeable against either party, which would negatively affect or prohibit that party’s ability to perform its obligations under this agreement.No Bankruptcy. Neither party is insolvent or a party to or planning for any voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, or winding up proceedings.RESILIENCE, INC.’s RepresentationsOwnership of Intellectual Property. RESILIENCE, INC. is the owner of all Intellectual Property rights included in the Software and granted under in the SELENA NO COST VERSION, and has the exclusive right to grant the SELENA NO COST VERSION License.Maintenance of Intellectual Property. RESILIENCE, INC. has properly maintained all its Intellectual Property rights licensed under the SELENA NO COST VERSION License, including all applicable registration and maintenance fees.No Prior Grant or Transfer. RESILIENCE, INC. has not granted and is not obligated to grant any license to any third party that would conflict with the SELENA NO COST VERSION license under this agreement.No Infringement. To RESILIENCE, INC.’s Knowledge, The Software does not infringe the Intellectual Property rights or other rights of any third party.No Third-Party Infringement. To RESILIENCE, INC.’s Knowledge, no third party is infringing its Intellectual Property rights in the Software.Not in Public Domain. The Software is not in the public domain.No Warranty – “As-Is”. The Software is provided “as is,” with all faults, defects, bugs, and errors.No Warranty. Unless otherwise listed in this agreement,RESILIENCE, INC. does not make any warranty regarding the Software, which includes thatRESILIENCE, INC. disclaims to the fullest extent authorized by Law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.Intellectual Property. RESILIENCE, INC. reserves and retains exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.Compliance with Laws. Each party shall comply with all applicable Laws relating to student and minor data, minor as defined by an individual under the age of 18 and notify the other party if it becomes aware of any non-compliance in connection with this section.Confidentiality Obligations. The parties shall continue to be bound by the following non-disclosure terms. The parties shall continue to be bound by the terms of this Mutual Nondisclosure Agreement (the “Agreement”), between Resilience, Inc. a Florida Not for Profit Corporation (“Resilience”), and client, (“CLIENT”). To explore the possibility of a business relationship between Resilience, Inc. and CLIENT, each party (“Discloser”) may disclose sensitive information to the other (“Recipient”). The parties agree as follows:Definition. The term “Proprietary Information” means, to the extent previously, presently or subsequently disclosed by or for Discloser to Recipient, all financial, business, legal and technical information of Discloser or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Proprietary Information shall not include any information that (a) was rightfully known to Recipient without restriction before receipt from Discloser, (b) is rightfully disclosed to Recipient without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by Recipient or (d) is independently developed by Recipient or its employees without access to or reliance on such information. Discloser represents and warrants to Recipient that it is authorized to disclose any and all Proprietary Information made available to Recipient under this Agreement.Restrictions. As to the other party’s Proprietary Information, Recipient agrees (a) to use the Proprietary Information only for its consideration internally of a business relationship or transaction between the parties, and its performance in any resulting arrangement, but not for any other purpose, (b) to maintain the Proprietary Information as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure, (c) not to copy the Proprietary Information, (d) not to disclose the Proprietary Information to any third party other than Recipient’s employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Proprietary Information and all of the restrictions in this Agreement, (e) not to decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets and (f) not to export or re-export any Proprietary Information or product thereof in violation of U.S. or other export control laws or regulations. The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof will also be held in confidence by both parties and not disclosed to any third party. Each party shall be responsible for any breach of its confidentiality obligations by its respective employees and agents.Compelled Disclosures. These restrictions will not prevent either party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Proprietary Information. Recipient will promptly notify Discloser upon learning of any such legal requirement and cooperate with Discloser in the exercise of its right to protect the confidentiality of the Proprietary Information before any tribunal or governmental agency.No Warranties or Licenses. All Proprietary Information is provided “AS IS.” Discloser will not be liable to Recipient for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All of Discloser’s rights in and to its Proprietary Information remain the exclusive property of Discloser. Neither this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to Recipient any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, except solely for the use expressly permitted herein, (b) obligates either party to disclose or receive any information, perform any work or enter into any agreement, (c) limits either party from developing, manufacturing or marketing products or services that may be competitive with those of the other except insofar as this Agreement limits the use and disclosure of Proprietary Information, (d) limits either party from assigning or reassigning its employees in any way or (e) limits either party from entering into any business relationship with third parties.Termination. This Agreement will terminate as to the further exchange of Proprietary Information immediately upon the earlier of (a) receipt by one party of written notice from the other and (b) the first anniversary of this Agreement. The confidentiality obligations of this Agreement, as they apply to any Proprietary Information disclosed prior to termination, will survive termination for a period of 5 years; provided, Recipient’s obligations hereunder shall survive and continue in effect thereafter with respect to any Proprietary Information that is a trade secret under applicable law. Upon termination of this Agreement for any reason, or upon Discloser’s request at any time, Recipient shall promptly return to Discloser all originals and copies of any Proprietary Information and destroy all information, records and materials developed therefrom.Remedies. Due to the unique nature of the Proprietary Information, the parties agree that any breach or threatened breach of this Agreement will cause not only financial harm to Discloser, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Discloser shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond.General. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA without regard to the conflicts of law provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts having jurisdiction over CLIENT’s principal office, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered to the other party at its address given herein or at such other address designated by written notice.Publicity – Consent. Neither party will use the other party’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.Termination – Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, materially breaches or has otherwise made any misrepresentation with respect to, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 30 Business Days after the injured party delivers notice to the breaching party reasonably detailing the breach.Effect of Termination – Termination of License Grant. On the expiration or termination of this agreement the SELENA NO COST VERSION License granted under this agreement will terminate with immediate effect.Destroy Property. On termination or expiration of this agreement, or on RESILIENCE, INC.’s request, client shall destroy all copies of RESILIENCE, INC.’s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and on RESILIENCE, INC.’s request, confirm to RESILIENCE, INC. in writing that it destroyed all these copies.Indemnification – Indemnification by CLIENT. CLIENT (as an indemnifying party) shall indemnify RESILIENCE, INC. (as an indemnified party) against all losses and expenses arising out of CLIENT’s use of the Software, and CLIENT’s unauthorized use, customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party’s Intellectual Property rights, CLIENT’s breach of this agreement.Notice and Failure to Notify – Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the basis for indemnification, and deliver to the indemnifying party reasonable evidence, legal pleadings, if any and/or other documents, if any, reasonably necessary to indemnify or defend the indemnifiable proceeding.Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.Limitation on Liability. RESILIENCE, INC., shall not under any circumstances, be liable to client for any extended or consequential business or punitive damages.General Provisions – Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the final expression of the parties’ intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.Counterparts – Signed in Counterparts. This agreement may be signed in any number of counterparts.All Counterparts Original. Each counterpart shall be deemed to be an original.Counterparts Form One Document. Together, all counterparts form one single agreement.Amendment. This agreement can be amended only by a writing signed by both parties.Relationship of the Parties – No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.Notices – Method of Notice. All notices shall be in writing and provided by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, (iv) electronic mail, to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.Receipt of Notice. A notice given under this agreement will be effective onthe other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the [fifth] business day after mailing it.Governing Law and Consent to Jurisdiction and VenueGoverning Law. This agreement, and any dispute arising out of the licensure of the Software – SELENA NO COST VERSION, shall be governed by the laws of the State of Florida.Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusiveJurisdiction and venue of the state and federal courts having jurisdiction within Hillsborough County, Florida, in connection with any matter arising out of this agreement or the transactions contemplated under this agreement.Consent to Service. Each party hereby irrevocably agrees that process may be served on it in any manner authorized by the Laws of the State of Florida and waives any objection which it might otherwise have to service of process under the Laws of the State of Florida.Dispute Resolution – Arbitration. Any dispute or controversy arising out of this agreement and the licensure of SELENA NO COST VERSION not covered under the indemnification clause, will be settled by arbitration in the State of Florida, according to the rules of the American Arbitration Association then in effect.Judgment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.Equitable Relief – Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections Confidentiality, Non-Solicitation, Non-Competition of the Non-Disclosure Agreement, would result in irreparable harm to the other party that cannot be adequately relieved by monetary damages alone.Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.Waiver – Affirmative Waivers. Neither party’s failure nor neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys’ fees) incurred in connection with the Action and any appeal from the losing party.Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.Survival. The parties’ obligations under sections Confidentiality Obligations, Non-Competition Obligations and Effect of Termination will survive the Termination, Expiration, closing date of this agreement.