License of Maplewoodshop Content. Maplewoodshop licenses to Client the use of Maplewoodshop’s proprietary works, including, without limitation, those works of content that Client (through the access granted to its camp personnel and staff) will view, otherwise access or be granted copies of as part of the Training and Support and Programming provided under this Agreement. The Maplewoodshop content licensed hereunder includes all of the copyright, trademark, service mark, and other intellectual property rights that are owned exclusively by Maplewoodshop (collectively, the “Maplewoodshop IP”). Client and Company hereby acknowledge and agree that:
Maplewoodshop retains exclusive ownership of the Maplewoodshop IP, all of which has been owned by it free and clear prior to the execution and delivery of this Agreement.
The Client is granted this license to use the Maplewoodshop IP for the limited purposes of undertaking its woodworking education program; notwithstanding the foregoing: (i) the Client has no right to copy, publish, disseminate or otherwise exploit the Maplewoodshop IP for any purpose other than directly undertaking its own woodworking education program as a Client at its premises; and (ii) except with regard to its rights to use the Maplewoodshop IP in order to carry out and perform its woodworking education program, Client does not have any right, title or interest in or to the Maplewoodshop IP.
The license granted under this Agreement is for the license period of any term of this Agreement then in effect. Simultaneous with the conclusion of the Initial Term, or as applicable, any Renewal term then in effect, the license granted hereunder shall expire.
Indemnification.
Maplewoodshop does hereby forever release and discharge the Client, its officers and directors, and personal representatives, and does hereby indemnify and hold each of them harmless, from and against any and all claims, causes of action, actions, liability, damages, judgments, costs or expenses, including attorneys’ fees and other litigation costs, and/or personal injuries and/or property damage and/or death arising in any way out of, resulting from or related to (A) the gross negligence or willful misconduct of Maplewoodshop in performing its obligations under this Agreement, or (B) any breach or non-performance of any covenant or the breach of any representation, warranty or covenant of Company in this Agreement.
The Client, on behalf of itself and on behalf of its officers, counselors and all other personnel and staff, campers, personal representatives, successors and assigns, and their personal representative(s), estate(s) and heirs, does hereby forever release and discharge Maplewoodshop, its instructors, officers, members, managers, employees, consultants, independent contractors and agents, and does hereby indemnify and hold each of them harmless, from and against any and all claims, causes of action, actions, liability, damages, judgments, costs or expenses, including attorneys’ fees and other litigation costs, and/or personal injuries and/or property damage and/or death arising in any way out of, resulting from or related to (A) any woodworking activities, classes, lessons, projects and other woodworking events and programs offered by or related to the woodworking program of Maplewoodshop or (B) any breach, noncompliance, non-performance in incomplete performance of any covenant, promise, undertaking or the breach of any representation, warranty or covenant of Client in this Agreement.