Esteem network membership license agreement

1.1 The definitions and rules of interpretation in this clause apply in this Agreement:

Annual Subscription: Membership must be renewed each year by payment of an annual subscription fee which varies depending on the number of people covered by the membership. In each case, the annual subscription sums cover one year's membership and subsequent subscriptions shall be as agreed for each subsequent year of the Term.

Esteem Programme: the programme operated by acet UK with the following aims:

• To improve the wellbeing of children, young people and families (in the UK and internationally) by building healthy self-esteem and equipping them with the skills to make positive and healthy choices relating to relationships and sexual health.
• To help reduce rates of teenage pregnancy and STI transmission amongst young people (in the UK and internationally) by providing high quality education on relationships, sexual health and related topics (such as substance misuse) in a relevant, contemporary and accurate way.
• To provide high quality training, resources and support to individuals, teams, organisations, schools and communities which will enable them to deliver effective and current relationships and sexual health education programmes.
• To research and develop new resources related to self-esteem, relationships and sex as part of an ongoing strategy to improve the health and wellbeing of children, young people, families and communities both in the UK and internationally.

Initial Term: 12 months from the date of this Agreement.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in design, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.

Member: the individual, school or organisation licensed to use the Materials under this Agreement.

Materials: the Esteem Educator’s Manual and any other records, reports, documents, papers, drawings, designs, PowerPoint, Prezis or other presentations, transparencies, online resources, videos, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form relating to the Esteem Programme from time to time, including but not limited to the materials listed in Schedule 1, to be licensed to the Member under this Agreement.

Permitted Number of Users:  the number of users that a group subscription extends to, which in the case of a non-educational institution or organisation means 6 users and for a school or other educational facility is 8 users.

Term: the duration of this Agreement.

Territory: UK

2.1 In consideration of the payment by the Member of the Annual Subscription, acet UK grants the Member a non-exclusive licence to use the Materials in the Territory in relation to the Esteem Programme subject to the provisions of this Agreement.

2.2 Where the Member is an individual the Annual Subscription extends to that individual alone and where the Member is an organisation the Annual Subscription shall be for the relevant Permitted Number of Users only. 

2.3 Anyone leading a session using Esteem materials must be one of the Permitted Number of Users, having completed the Esteem training provided by acet UK.

2.4Members are not licensed to train others to lead sessions using Esteem materials.

2.5 Should a Member organisation or school require a licence for additional users, it shall notify acet UK of the additional requirements.  This request shall be subject to acet UK’s prior consent and the completion of acet UK’s Esteem training by the additional users and payment of the potential Additional Subscription.

2.6 The Materials are the copyright work of acet UK and the Member does not acquire any Intellectual Property Rights by virtue of such use.

2.7 This licence entitles the Member to use Esteem materials to provide free or paid sessions.

2.8 The Member may not reproduce, publish, distribute, use, sell or exploit the Materials or any part of them for commercial purposes other than with acet UK’s prior written consent. Any unauthorised use may be in breach of both statutory and common law rights which could be the subject of legal proceedings.

2.9 While the Member is welcome to use the ‘Member of the Esteem (acet UK) Network’ image, which is available from info@acet-uk.com, on their website and other promotional materials, the Member is not licensed to use the acet UK or Esteem branding on any adapted or independently produced teaching materials, without prior consent.

2.10 The Member must not combine the Esteem materials with any materials which contradict acet UK’s ethos and values, as this poses a risk to the reputation of acet UK and the Esteem programme.

3.1 The Member shall not dispute or challenge the validity of the Intellectual Property Rights in the Materials or the right of acet UK to the same, during or after the term of this Agreement.

3.2 Any goodwill arising from use of the Materials shall vest in acet UK.

4.1 acet UK shall provide each of the Permitted Number of Users with a personalised login to the Members’ area of the acet UK website to access the Esteem materials, and will notify the Member, by email, of any updates of these during the course of the Term.

4.2 The Member will not allow the Permitted Number of Users to share their personalised login, and will ensure that login details are kept securely.

4.3 The Member shall not do, or omit to do, anything to diminish the rights of acet UK or the Esteem programme in the Materials.

4.4 acet UK may, at its discretion, on written notice to the Member, add or delete any of the entries in the Materials.

4.5 The Member shall promptly notify acet UK of any attack on the validity of any of the Intellectual Property Rights in the Materials.

4.6 The Parties shall co-operate and work together in good faith to achieve the objectives of the Esteem Programme.

5.1 The Member shall promptly notify acet UK of any actual or suspected infringement of any of the Intellectual Property Rights in the Materials that comes to its attention (Infringement).

5.2 The Member shall co-operate fully with acet UK in taking all steps required by acet UK, in its sole discretion, in connection with any Infringement, including, without limitation, legal proceedings in the name of acet UK or in the joint names of the parties. acet UK shall be responsible for the cost of any legal proceedings it requires and is entitled to any damages, account of profits and/or awards of costs recovered. The Member shall use its best endeavours to assist acet UK in any legal proceedings relating to any Infringement.

6.1 The Member may only assign, transfer or sub-contract all or any part of its rights or obligations under this Agreement, with the prior written consent of acet UK.

6.2 Where the Member assigns, transfers or assigns all or any part of its rights or obligations under this Agreement, the Member shall be responsible for the acts, omissions or defaults of any such assignee, transferee or sub-contractor as though they are its own.

6.3 acet UK may assign the benefit of this Agreement and may delegate any of its duties under this Agreement.

7.1 This Agreement shall continue for the Initial Term and subject to the agreement of the parties and the payment of a further Annual Subscription shall renew for further 12 month periods.

7.2 Either party may terminate this Agreement immediately by giving notice to the other party if:

• the other party commits any breach of this Agreement;
• the other party gives notice to the party in breach to remedy the breach (or to the extent that the breach is not capable of remedy, to give compensation for it); and
• that party fails to do so within 28 days of the notice.

7.3 Either party may terminate this Agreement immediately by giving notice to the other party if:

• the other party becomes insolvent, is adjudicated bankrupt, or compounds with, or makes any arrangement with, or makes a general assignment for the benefit of, its creditors; or
• the other party compulsorily or voluntarily enters into liquidation, except for the purposes of a bona fide reconstruction or amalgamation, and with the prior written approval of the other party; or
• the other party has an administrator, receiver or manager appointed over the whole, or a substantial part, of its undertakings or assets; or
• there is a change in control of that party which, materially affects the ability of that party to carry out its obligations under this Agreement in a satisfactory manner; or
• the other party ceases or threatens to cease to carry on its business.

8.1 When this Agreement is terminated, the licence to use the Materials ceases immediately and the Member shall at acet UK’s request return all Materials provided by acet UK to it together with all copies of the same.

9.1 This Agreement, together with any documents referred to in it, constitutes the whole Agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

10.1 No variation of this Agreement shall be effective unless made in writing.

11.1 No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

12. Any notice required to be given under this Agreement, or in connection with the matters contemplated by it, shall (except where specifically provided otherwise) be in writing and personally delivered, or sent by pre-paid first-class post. Such notice shall be deemed to have been given on delivery at the relevant address or, if sent by first-class pre-paid post, two business days (that is, any day which is not a Saturday, Sunday or public holiday in the place at or to which the notice is left or sent) after the date of posting.

13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement will be entered into on the date when the member agreed its terms.

• Educator’s Manual and individual activities and resources
• Esteem PowerPoint presentations and Prezis
• The Boys’ Project materials
• Video content and other digital products provided within the Members’ area of the acet UK website.