License agreement

For franchising, you’re required by CIVIKA KNOWLEDGE MANAGEMENT SOLUTIONS, INC, (“CIVIKA”) to agree and accept the following license. Make sure you have read and understand all of the EduImpact Lab rules before you agree to this license.

1) Limited License: When you accept the terms and conditions below, Civika will grant you a limited, non-exclusive, revocable license (the "License") to use the EduImpact Lab name, logo, trademarks, service marks, materials made available for reproduction on the EduImpact Lab website, the event name and EduImpact Lab sub-domain web page (the "Web Page") assigned to your EduImpact event (collectively, the "Intellectual Property") only in connection with one (1) Eduimpact Lab event. Your use of the Intellectual Property must comply with the terms set forth herein, and you must abide by the Licensing Basics / Branding + Naming / Sponsors + Funding / Media + Distribution / Web + Social / Uploading Talks Eduimpact Lab rules as modified from time to time by CIVIKA in its sole discretion, which are incorporated in this License. If you wish to hold any additional Eduimpact Lab events, you must submit another event application for each such event. The term of this License will begin upon your acceptance of these terms by clicking "I AGREE" below and will end upon the earlier of (i) CIVIKA’s termination of your License and/or termination of access to your Eduimpact Lab sub-domain web page at any time if you should breach any of the terms of this License or termination by CIVIKA for any other reason, in CIVIKA’s sole discretion; (ii) the conclusion of your one (1) Eduimpact Lab event; or (iii) twelve (12) months from the date of commencement of the term of this License (the "Term"). The Intellectual Property may be used solely to promote your Eduimpact Lab event, and in no event shall you or any person or entity that organizes, participates in, or performs services regarding your Eduimpact Lab event, use the Intellectual Property, or the CIVIKA name, logo, trademarks or service marks, for any other purpose, including, but not limited to, the sale of books, articles, publications, audio recordings, videos or other media, without the prior written consent of CIVIKA. Without limiting in any way the generality of the foregoing, the Intellectual Property shall not be used (a) to sponsor, endorse or suggest an affiliation with any third party, or (b) in connection with any work or service purporting to offer guidance on how to give an effective EduImpact Lab Event, or how to get chosen to deliver an Eduimpact Lab Event. For clarity, this provision shall not prohibit you from accurately characterizing yourself as an Eduimpact Lab organizer or from authoring works or providing services that offer guidance on public speaking, provided that such works and/or services shall not in any way refer to CIVIKA. This prohibition shall survive the termination of the License. Licensed Eduimpact Lab events are events organized independently from CIVIKA events, so all promotion of your Eduimpact Lab event must clearly identify the event as an Eduimpact Lab event and may not directly or indirectly suggest that your event is a CIVIKA event. You may not transfer, sublicense or assign the License and/or your rights to use the Intellectual Property. CIVIKA may require you to stop using the Intellectual Property in connection with your Eduimpact Lab event and may terminate all access to your EduImpact Lab sub-domain web page at any time. If you do not use the Eduimpact Lab trademarks or service marks according to the quality control guidelines set forth in the Licensing Basics / Branding + Naming / Sponsors + Funding / Media + Distribution / Web + Social / Uploading Talks Eduimpact Lab rules, your License may be terminated. CIVIKA may modify, amend, supplement and/or replace the terms and conditions of this License in writing at any time.

2) Event Names:

Event Names must comply with the EduImpact Lab rules and the Naming rules. All Event Names will be owned exclusively by CIVIKA and are licensed to you according to these terms and conditions. You will have the right to use your Event Name solely during the Term. After the Term, your right to use the Event Name expires; provided however, if you apply for another EduImpact Lab event prior to the end of the Term you may request to use the same Event Name for the term of your new license. In the event you have not actually used the Event Name for an EduImpact Lab event during the Term of this License or upon your application for another EduImpact Lab event, CIVIKA reserves the right to terminate your use of that Event Name. Notwithstanding the foregoing, CIVIKA reserves the right to terminate your use of a particular Event Name at any time, in which case all your rights to use the Event Name will cease and CIVIKA may use such Event Name in its sole discretion.

3) Waiver of Liability:

a) You will be responsible for all resources, equipment, staff, lodging, food, or other materials necessary or required for your EduImpact Lab event. CIVIKA will not be responsible or liable for providing you with any resources, personnel or materials other than any online resources made available by CIVIKA on the EduImpact Lab website.

b) You must have personal medical and/or health insurance coverage while participating in or conducting any physical or athletic activities at your EduImpact Lab event. You must maintain sufficient insurance to cover liability for bodily injury, property damage, death, product liability and advertising injury arising out of your activities related to your EduImpact Lab event. The policy must contain a combined single limit of liability of not less than One Million Dollars ($1,000,000.00) in the aggregate. You must name CIVIKA KNOWLEDGE MANAGEMENT SOLUTIONS, INC, as an additional insured on all applicable insurance policies.

c) YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ANY AND ALL INJURIES OR DAMAGES YOU MAY SUSTAIN OR CAUSE OTHERS TO SUSTAIN IN CONNECTION WITH ANY EduImpact Lab EVENT, AND TO INDEMNIFY, DEFEND AND HOLD HARMLESS CIVIKA AND ITS OFFICERS, DIRECTORS, SPONSORS, PARTNERS, EMPLOYEES, VOLUNTEERS, AFFILIATES, LICENSORS AND SUPPLIERS FROM AND AGAINST ANY LIABILITY ARISING FROM SUCH INJURIES AND/OR DAMAGES.

4) Privacy obligations:

As an EduImpact Lab Organizer you and your team will be collecting and storing personally

identifiable information from your EduImpact Lab speakers, team members and attendees (“EduImpact Lab-related Personal Information”). You agree never to sell EduImpact Lab-related Personal Information to any third parties and agree not to provide EduImpact Lab-related Personal Information to any third party without proper consent or permission. You agree to follow the applicable privacy laws in your jurisdiction. You agree to process the EduImpact Lab-related Personal Information lawfully, fairly and in a transparent manner. This includes implementing the following measures as applicable in your jurisdiction:

a) You will implement administrative, physical and technical safeguards to prevent disclosure, accidental access by unauthorized parties, and to maintain confidentiality.

b) You agree to communicate to the individuals that provided you with EduImpact Lab-related Personal Information the following: (i) what information you collect, (ii) how you collect it, (iii) if you, as EduImpact Lab Organizer, disclose their personal information to any third party; and (iv) a method to delete, modify or update their personal information. In the event local laws require consent, please take steps to track and record consent before or during registration.

c) You agree to communicate to speakers, attendees and team members how you will collect, store, manage EduImpact Lab-related Personal Information. As part of your communication, all purposes for which the data will be used by CIVIKA and the EduImpact Lab event organizing team should be disclosed, including the following: (i) posting information about the EduImpact Lab event and talks on CIVIKA websites and social media, (ii) maintaining EduImpact Lab speaker information, (iii) providing EduImpact Lab attendees with surveys to evaluate the events they attend, and (iv) to maintain information about the EduImpact Lab license. You may also disclose that when receiving EduImpact Lab- related Personal Information for these purposes, that CIVIKA will process and manage this information in accordance with CIVIKA’s privacy policy on CIVIKA.com.

5) Forum and Choice of Law:

The terms of this License Agreement and the rights, obligations and performance of the Parties hereunder shall be governed by the laws of the Philippines, without regard to conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration conducted in Philippines which shall be governed by the Civil Code of the Philippines. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. You agree that the terms of this License are the entire agreement between you and CIVIKA supersede all communications of any kind between you and CIVIKA with respect to the License and any guidelines, rules or policies incorporated in this License.

By selecting the boxes beside the text "I agree to the terms of the EduImpact Lab License Agreement" and "I have read and understood the EduImpact Lab Rules..." on the license application form, you are indicating your acceptance of the terms and conditions of this License and your review and approval of the following CIVIKA policies:

• · Licensing Basics

• · Branding + Naming

• · Sponsors + Funding

• · Media + Distribution

• · Web + Social

• · Uploading Talks