This EarlyEdU Alliance Membership Agreement ("Agreement") is between the University of Washington, a public institution of higher education ("UW"), and the undersigned Individual Member of the Early Edu Alliance ("Individual Member"). The Agreement is entered into as of the date upon which this Agreement is executed by the Individual Member ("Effective Date").
The EarlyEdU Alliance ("EarlyEdU") is a diverse community of higher education, government, non-profit, and philanthropic stakeholders dedicated to strengthening US early care and educational workforce by working together to increase access to affordable bachelor's degrees, by offering offer relevant coursework and effective college instruction to improve teaching interactions and practices for early care and education professionals. EarlyEdU courses, technology, and instructional resources, ("Works"), along with EarlyEdU's Communities of Practice and its Annual Institute ("Services") as described in Schedule A.
The Works and Services are UW's intellectual property and are protected by copyright and trademark laws and international treaties and licensed by UW on the terms and conditions set forth below.
Grant and Conditions of Membership
Provided the Individual Member conforms to the terms and conditions of this Agreement, UW hereby grants, and Individual Member accepts:
Individual Member gains no ownership in the Works and Services and will retain in the Works and Services the copyright, trademark, or other notices pertaining to the Works and Services as provided by UW.
Individual Member does not have a right to modify the Works and do not a right to distribute, publish, or otherwise transfer or allow to be transferred the copies of the Works, in whole or in part, without prior written permission of UW.
Individual Member will neither provide third parties access to the Works, nor allow third parties to use the Works.
During the membership year, Individual Member agrees to:
The Individual Member shall not sublicense, sell, lend, rent, lease or otherwise transfer all or any of its rights under this Agreement, including the right to access and use the Works.
During the membership year, Individual Member will receive access to the following Works and Services from the EarlyEdU Alliance:
UW Modification and Trademarks
UW reserves the right to modify or make improvements in the Works at any time without notice. UW shall endeavor to correct defects as identified by UW relating to the Works' operation.
This Agreement does not grant permission to use the trade names, identifiers, trademarks, service marks, or product names of the UW or EarlyEdU Alliance, except as required for reasonable and customary use in describing the origin of the Works and Services. The Individual Member shall not use the name "University of Washington," its logo, marks, or any abbreviation thereof to without prior written approval from UW except as otherwise expressly provided in this Agreement.
Term and Termination
Access to the Works and Services is as of the Effective Date and ends on June 30, 2020 ("Term") and may be renewed by the Parties for additional Terms.
Either Party may terminate this Agreement at any time upon written notice to the other Party. The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.
Termination of this Agreement will terminate all rights and licenses granted Individual Member relating to the Works and Services.
Warranties and Disclaimers
The Works and Services are intended for educators and professionals involved in early education ("Audience"). The Individual Member is responsible for ensuring the use of the Works and Services is appropriate.
Individual Member acknowledges that the Works and Services are for informational and educational purposes only and is not a substitute for Individual Member's professional judgment. INDIVIDUAL MEMBER'S RELIANCE UPON THE WORKS AND SERVICES IS SOLELY AT INDIVIDUAL MEMBER'S OWN RISK AND IF INDIVIDUAL MEMBER USES THE WORKS AND SERVICES IN THE TRAINING OF OTHERS, INDIVIDUAL MEMBER ASSUMES THE RESPONSIBILITY AND THE RISK FOR EVERYONE TO WHOM INDIVIDUAL MEMBER GIVES ACCESS, OR FOR WHOM INDIVIDUAL MEMBER DISPLAYS OR PERFORMS THE WORKS AND SERVICES.
The Works and Services are an academic research tool that is experimental in nature and is supplied "AS IS", without obligation by the UW to provide accompanying services or support. The entire risk as to the quality and performance of the Works and Services is with Individual Member. Individual Member hereby releases UW and UW regents, employees, students, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including, without limitation, reasonable attorney's and investigative expenses) relating to or arising out of the use, reproduction, or distribution of the Works and Services.
UW EXPRESSLY DISCLAIMS ANYAND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF WORKS AND SERVICES OR ANY OTHER MATERIALS OTHERWISE PROVIDED TO INDIVIDUAL MEMBER UNDER THIS AGREEMENT.
This Agreement shall be construed in accordance with, and its performance shall be governed by, the laws of the State of Washington, Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington, U.S.A. IHE Member accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts.
No omission or delay of either party hereto in requiring due and punctual fulfillment of the obligations of any other party hereto shall be deemed to constitute a waiver by such party of its rights to require such due and punctual fulfillment, or of any other of its remedies hereunder. Amendments to this Agreement must be in writing, reference this Agreement, and be signed by duly authorized representatives of UW and IHE Member. Headings are provided for convenience only.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the parties will work together in good faith to amend the Agreement to retain the original intent of the of the invalid clause and the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
This Agreement and the rights and benefits conferred upon IHE Member hereunder may not be assigned or otherwise transferred by IHE Member without the prior written consent of UW. This Agreement may be assigned by UW.
Failure of UW to perform or delay in the performance of UW's obligations under this Agreement due to any cause or event not reasonably within UW's control, including but not limited to casualty, labor disputes, failure of equipment, compliance with government authority or Act of God, shall not constitute a breach of this Agreement, and UW's performance shall be excused during such delay.
This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof.
|Works||Description||Available to||To be provided by IHE Member or Authorized Users|
|Media Library||Videos of teaching practices in early learning settings; videos of scholars speaking about their research||Authorized Users||Feedback; information about how videos were used in teaching or other professional activities|
|Services||Description||Available to||To be provided by Individual Member or Authorized User|
|Annual Institute||Annual conference of Alliance members||Individual Member||Feedback|
|Community of Practice||Virtual meetings of faculty, held once or twice per month during academic year||Individual Member||Feeback|