Commercial license for the AI Teaching Kit: terms & conditions
Commercial license for the AI Teaching Kit: terms & conditions
These Terms and Conditions (the Terms) will be a part of the legally binding Agreement (as defined below) entered into between the Training Partner or organization (below You or Your or the Training Patner) and Minna Learning Oy, Käenkuja 3 A, 00500 Helsinki, Finland (below We or Us or MinnaLearn) (together Party or the Parties) governing Your use of the Service (as defined below). By agreeing to an order form, the Training Partner accepts and enters into this legally binding Agreement and agrees to subscribe to the Service.
Purpose
The Training Partner intends to offer training that is based on the Licensor’s materials, workshop templates and/or self study materials. The License also includes access to the Licensor’s platform, a tool to organize training sessions consisting of self study and in person classes. The Training Partner offers the materials for Students, which shall refer to persons who are attending a training that is based on the Licensor’s Training Materials (as defined below).
Grant of License
The Licensor hereby grants to the Training Partner for duration of the Term, a non-exclusive, non-transferable, limited license to use training materials described in below section 3 or otherwise expressly offered to the Training Partner, self-study materials, workshop templates, platform, and program design (collectively, the "Training Materials"), for the purpose of conducting training sessions to Students. These training sessions can be self paced or cohort based. The training sessions can be organized either online or offline.
Scope and Nature of Training Materials:
The Training Materials are provided in online format and include Miro boards, Google docs, Google slides and other formats. The Training Partner is authorized to use these materials in conducting training sessions either online through digital platforms or in a physical training setting.
Training Materials consists of:
Learning program design (format: Miro)
Prefilled workshop templates (format: Miro)
Facilitator tool (format: facilitator access on Minnalearn platform)
Self study material (format: student access on Minnalearn or Elements of AI platform)
Marketing material templates (Format: Google slides)
Licenses for brand use: Elements of AI for Business
The Licensor has the right to develop and make changes to Training Materials during the Term.
Restrictions
The Training Partner shall not:
a. Sub-license, sell, rent, lend, make available, or otherwise distribute the Training Materials to any third party.
b. Use the Training Materials for any purpose other than as explicitly permitted in this Agreement.
c. Copy or reproduce the Training Materials except as necessary for the purpose of conducting training sessions as permitted herein.
d. Use Training Materials for any unlawful or improper conduct nor allow its Students to do the same.
The Licensor undertakes to take commercially reasonable efforts to keep Training Materials available, but to the fullest extent permitted by law, the Training Materials provided pursuant to this Agreement are provided on “as is” and “as available” basis, without warranty of any kind, either expressed, implied, or statutory, including, without limitation, warranties that the Training Material is free of defects, merchantable, fit for a particular purpose or non-infringing.
Intellectual Property
The Training Partner acknowledges that all intellectual property rights in the Training Materials, including derivative works are and shall remain the property of the Licensor. Nothing in this Agreement shall be construed to transfer any intellectual property rights to the Training Partner.
For clarity, the Training Partner is allowed to modify, alter, adapt, and create derivative works based on the Training Materials to the extent needed for the purposes of this Agreement. All modifications and derivative works shall be the property of the Licensor and subject to the license terms and restrictions set out in this Agreement.
Quality Control
The Training Partner agrees to maintain the integrity and quality of the Training Materials in their original form and to ensure that all training sessions conducted with the Training Materials adhere to the standards and guidelines provided by the Licensor.
Identification as Training Partner
During the Term, subject to this Agreement and any quality standards and usage guidelines that the Licensor specifically prescribes, the Licensor grants Training Partner the right to use “MinnaLearn” and “Elements of AI for Business” brand elements solely in connection with identifying itself as an MinnaLearn “Training Partner” in connection with your authorized providing of the Training Materials. Training Partner will not advertise or market MinnaLearn’s Training Materials without clearly identifying MinnaLearn as the developer or provider of Training Materials.
Training Partner will promptly cease any use of these brand elements upon request. At no time during or after the Term will Training Partner (a) register or acquire any domain names that contain any terms that are the same or similar to the Licensor’s trademarks, Training Materials or MinnaLearn’s domains, (b) challenge or assist others to challenge MinnaLearn’s trademark rights in the brand elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in the brand elements, or (d) use the brand elements except as expressly permitted in this Agreement. Training Partner acknowledges that any unauthorized use of MinnaLearn’s brand elements or other intellectual property rights will constitute a material breach of this Agreement.
Fees and Payment Terms
License Fee:
In consideration of the rights granted under this Agreement, the Training Partner agrees to pay a monthly fee as per the Licensor’s then-current price list at the time of invoicing. The price list current at the time of conclusion of this Agreement is attached hereto as appendix 1. This fee grants the Training Partner the right to use the Training Materials.
Payment Schedule:
The monthly fee is due and payable upon the execution of this agreement.
Subsequent fees are due on the same date each month following the execution of this Agreement
Adjustment of Fee and Price List:
a. The Licensor may update the price list periodically. Any changes to the price list will be communicated to the Training Partner at least 30 days before the monthly renewal date.
b. If the Training Partner does not agree to the new pricing as per the updated price list, they may opt to terminate the agreement in accordance with the termination provisions determined in this Agreement.
Royalties:
In addition to the monthly license fee, the Training Partner shall pay a royalty of twenty-five percent (25%) of all gross revenues derived from the use of the Training Materials. Royalties shall be payable on a quarterly basis within 15 days following the end of each calendar quarter, and they will be based on reports provided by the Training Partner as further set out in section Reporting below.
Late Payments:
Any payment not received by the Licensor within 15 days of the due date shall accrue interest at the rate of 15% per annum, or the maximum rate allowed by law, whichever is lower, from the due date until the date paid.
Taxes and Other Charges:
All fees and payments due under this Agreement are exclusive of taxes. The Training Partner shall be responsible for all sales, use, and other taxes, duties, or charges imposed by any government authority, excluding taxes imposed on the Licensor's income. Value added taxes will be handled in accordance with applicable regulations.
Invoicing and Payment Method:
The Licensor shall invoice the Training Partner for all fees and payments due under this Agreement. Payments shall be made by the Training Partner to a bank account designated by the Licensor, or via credit card, as mutually agreed upon by the parties.
Reporting:
The Training Partner agrees to provide the Licensor with quarterly reports detailing the use of the Training Materials, including the number of training sessions conducted, the number of participants in such sessions, the gross revenues from these sessions and from all other usage of Training Materials, and feedback received, if any. Such reports shall be provided by the Training Partner to the Licensor in electronic format no later than after 5 days after the end of each calendar quarter.
Audit Rights:
The Licensor shall have the right to audit the Training Partner's records relevant to the calculation of royalties, other payments, and compliance with terms of this Agreement. Any such audit shall be conducted at the Licensor's expense, unless the audit reveals a shortfall in payments due of more than 10% or other non-minor non-compliance by the Training Partner, in which case the Training Partner shall bear the cost of the audit.
No Refunds:
All payments made under this Agreement are non-refundable, except as expressly provided in this Agreement.
Confidentiality
The Parties agree not to disclose any material or information received from and belonging to the other Party, that has been marked as confidential or that should by their nature otherwise be understood to be confidential.
The receiving Party has the right to use such material and information only for the purposes of this Agreement. The receiving Party may disclose such material and information to its advisors and other third parties only when it is essential for the purposes of this Agreement and the third parties in question have agreed to a confidentiality obligation with regard to the materials and information in question that is at least as protective as the provisions of this Section 9.
The obligations in Section 9 do not apply to information that
is generally available or otherwise public;
the Party has received from a third party who appeared not to be subject to confidentiality obligations;
the Party was in possession of before receiving the same information from the other Party and the information was not subject to confidentiality obligations;
the Party has independently generated without using material or information received from the other Party; or
the Party must disclose under law, regulation or based on competent authority’s order or court decision.
Both Parties may use the professional skills and experience they have acquired in connection with the provision of Services and this Agreement. Further, the Parties may communicate in public the cooperation subject to this Agreement provided they maintain the confidential information received from other Parties and comply with the agreed obligations related to the brand materials. The Parties may agree in more detail on the content of such communication.
The confidentiality obligations in this Section 9 remain in force for five (5) years after the termination or expiration of the Agreement.
The Licensor is the initial data responsible/data controller. The Training Partner will be granted access to the data related to the participants of the courses organized by the Training Partner. The Parties shall enter an agreement in relation to the access and agree in more detail what data is provided and what purposes it may be used for. The Parties commit to negotiate in good faith on detailed terms related to the processing of such data. For the sake of clarity, unless otherwise agreed or required by applicable laws, the disclosure of such data shall be regarded as between two data controllers in their respective roles in relation to the data and each Party agree to comply with all applicable laws when processing such data.
Term and Effects of Termination
This Agreement shall become effective once duly signed by both Parties. Either party may terminate this Agreement at any time by providing one month’s prior written notice to the other party. The period between the effectiveness of the Agreement and its termination for any reason shall be referred to as the “Term”.
Notwithstanding the above described, a Party has the right to terminate the Agreement with immediate effect (i) if the other Party breaches its obligations under the Agreement and does not remedy its breach within 15 days of the first Party's written notice, or (ii) if another Party can be deemed insolvent, bankrupt, cancel their payments, or enters into liquidation. For the sake of clarity, despite termination of this Agreement, the fees invoiced hereunder are non-refundable and the terms and conditions that by their nature or express wording are intended to survive shall so survive.
After the Agreement expiration or termination for any reason, the Training Partner is obligated to immediately cease all utilization of the Training Materials. The Training Partner is required to destroy any copies of such materials (including any derivative works created based on the Training Materials) in their possession. Furthermore, the Training Partner must discontinue all training activities and workshops that utilize or are based on the Training Material’s program design provided as part of the Training Materials.
Liability:
Neither Party is liable for indirect damages, such as production loss, loss of profit, expected savings or cover purchases. The total aggregate liability of a Party under or in relation to this Agreement is limited to 1000 euros. The limitations of liability described above do not apply to damages caused by intentional misconduct or gross negligence, breaches of confidentiality obligations or infringements of intellectual property rights.
Applicable law and disputes:
The laws of Finland apply to this Agreement, excluding rules on international choice of law. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in Helsinki in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
Transfer:
Neither Party is entitled, without prior written consent from the other Parties, to assign any rights or obligations under the Agreement to a third party.
These Terms and Conditions (the Terms) will be a part of the legally binding Agreement (as defined below) entered into between the Training Partner or organization (below You or Your or the Training Patner) and Minna Learning Oy, Käenkuja 3 A, 00500 Helsinki, Finland (below We or Us or MinnaLearn) (together Party or the Parties) governing Your use of the Service (as defined below). By agreeing to an order form, the Training Partner accepts and enters into this legally binding Agreement and agrees to subscribe to the Service.
Purpose
The Training Partner intends to offer training that is based on the Licensor’s materials, workshop templates and/or self study materials. The License also includes access to the Licensor’s platform, a tool to organize training sessions consisting of self study and in person classes. The Training Partner offers the materials for Students, which shall refer to persons who are attending a training that is based on the Licensor’s Training Materials (as defined below).
Grant of License
The Licensor hereby grants to the Training Partner for duration of the Term, a non-exclusive, non-transferable, limited license to use training materials described in below section 3 or otherwise expressly offered to the Training Partner, self-study materials, workshop templates, platform, and program design (collectively, the "Training Materials"), for the purpose of conducting training sessions to Students. These training sessions can be self paced or cohort based. The training sessions can be organized either online or offline.
Scope and Nature of Training Materials:
The Training Materials are provided in online format and include Miro boards, Google docs, Google slides and other formats. The Training Partner is authorized to use these materials in conducting training sessions either online through digital platforms or in a physical training setting.
Training Materials consists of:
Learning program design (format: Miro)
Prefilled workshop templates (format: Miro)
Facilitator tool (format: facilitator access on Minnalearn platform)
Self study material (format: student access on Minnalearn or Elements of AI platform)
Marketing material templates (Format: Google slides)
Licenses for brand use: Elements of AI for Business
The Licensor has the right to develop and make changes to Training Materials during the Term.
Restrictions
The Training Partner shall not:
a. Sub-license, sell, rent, lend, make available, or otherwise distribute the Training Materials to any third party.
b. Use the Training Materials for any purpose other than as explicitly permitted in this Agreement.
c. Copy or reproduce the Training Materials except as necessary for the purpose of conducting training sessions as permitted herein.
d. Use Training Materials for any unlawful or improper conduct nor allow its Students to do the same.
The Licensor undertakes to take commercially reasonable efforts to keep Training Materials available, but to the fullest extent permitted by law, the Training Materials provided pursuant to this Agreement are provided on “as is” and “as available” basis, without warranty of any kind, either expressed, implied, or statutory, including, without limitation, warranties that the Training Material is free of defects, merchantable, fit for a particular purpose or non-infringing.
Intellectual Property
The Training Partner acknowledges that all intellectual property rights in the Training Materials, including derivative works are and shall remain the property of the Licensor. Nothing in this Agreement shall be construed to transfer any intellectual property rights to the Training Partner.
For clarity, the Training Partner is allowed to modify, alter, adapt, and create derivative works based on the Training Materials to the extent needed for the purposes of this Agreement. All modifications and derivative works shall be the property of the Licensor and subject to the license terms and restrictions set out in this Agreement.
Quality Control
The Training Partner agrees to maintain the integrity and quality of the Training Materials in their original form and to ensure that all training sessions conducted with the Training Materials adhere to the standards and guidelines provided by the Licensor.
Identification as Training Partner
During the Term, subject to this Agreement and any quality standards and usage guidelines that the Licensor specifically prescribes, the Licensor grants Training Partner the right to use “MinnaLearn” and “Elements of AI for Business” brand elements solely in connection with identifying itself as an MinnaLearn “Training Partner” in connection with your authorized providing of the Training Materials. Training Partner will not advertise or market MinnaLearn’s Training Materials without clearly identifying MinnaLearn as the developer or provider of Training Materials.
Training Partner will promptly cease any use of these brand elements upon request. At no time during or after the Term will Training Partner (a) register or acquire any domain names that contain any terms that are the same or similar to the Licensor’s trademarks, Training Materials or MinnaLearn’s domains, (b) challenge or assist others to challenge MinnaLearn’s trademark rights in the brand elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in the brand elements, or (d) use the brand elements except as expressly permitted in this Agreement. Training Partner acknowledges that any unauthorized use of MinnaLearn’s brand elements or other intellectual property rights will constitute a material breach of this Agreement.
Fees and Payment Terms
License Fee:
In consideration of the rights granted under this Agreement, the Training Partner agrees to pay a monthly fee as per the Licensor’s then-current price list at the time of invoicing. The price list current at the time of conclusion of this Agreement is attached hereto as appendix 1. This fee grants the Training Partner the right to use the Training Materials.
Payment Schedule:
The monthly fee is due and payable upon the execution of this agreement.
Subsequent fees are due on the same date each month following the execution of this Agreement
Adjustment of Fee and Price List:
a. The Licensor may update the price list periodically. Any changes to the price list will be communicated to the Training Partner at least 30 days before the monthly renewal date.
b. If the Training Partner does not agree to the new pricing as per the updated price list, they may opt to terminate the agreement in accordance with the termination provisions determined in this Agreement.
Royalties:
In addition to the monthly license fee, the Training Partner shall pay a royalty of twenty-five percent (25%) of all gross revenues derived from the use of the Training Materials. Royalties shall be payable on a quarterly basis within 15 days following the end of each calendar quarter, and they will be based on reports provided by the Training Partner as further set out in section Reporting below.
Late Payments:
Any payment not received by the Licensor within 15 days of the due date shall accrue interest at the rate of 15% per annum, or the maximum rate allowed by law, whichever is lower, from the due date until the date paid.
Taxes and Other Charges:
All fees and payments due under this Agreement are exclusive of taxes. The Training Partner shall be responsible for all sales, use, and other taxes, duties, or charges imposed by any government authority, excluding taxes imposed on the Licensor's income. Value added taxes will be handled in accordance with applicable regulations.
Invoicing and Payment Method:
The Licensor shall invoice the Training Partner for all fees and payments due under this Agreement. Payments shall be made by the Training Partner to a bank account designated by the Licensor, or via credit card, as mutually agreed upon by the parties.
Reporting:
The Training Partner agrees to provide the Licensor with quarterly reports detailing the use of the Training Materials, including the number of training sessions conducted, the number of participants in such sessions, the gross revenues from these sessions and from all other usage of Training Materials, and feedback received, if any. Such reports shall be provided by the Training Partner to the Licensor in electronic format no later than after 5 days after the end of each calendar quarter.
Audit Rights:
The Licensor shall have the right to audit the Training Partner's records relevant to the calculation of royalties, other payments, and compliance with terms of this Agreement. Any such audit shall be conducted at the Licensor's expense, unless the audit reveals a shortfall in payments due of more than 10% or other non-minor non-compliance by the Training Partner, in which case the Training Partner shall bear the cost of the audit.
No Refunds:
All payments made under this Agreement are non-refundable, except as expressly provided in this Agreement.
Confidentiality
The Parties agree not to disclose any material or information received from and belonging to the other Party, that has been marked as confidential or that should by their nature otherwise be understood to be confidential.
The receiving Party has the right to use such material and information only for the purposes of this Agreement. The receiving Party may disclose such material and information to its advisors and other third parties only when it is essential for the purposes of this Agreement and the third parties in question have agreed to a confidentiality obligation with regard to the materials and information in question that is at least as protective as the provisions of this Section 9.
The obligations in Section 9 do not apply to information that
is generally available or otherwise public;
the Party has received from a third party who appeared not to be subject to confidentiality obligations;
the Party was in possession of before receiving the same information from the other Party and the information was not subject to confidentiality obligations;
the Party has independently generated without using material or information received from the other Party; or
the Party must disclose under law, regulation or based on competent authority’s order or court decision.
Both Parties may use the professional skills and experience they have acquired in connection with the provision of Services and this Agreement. Further, the Parties may communicate in public the cooperation subject to this Agreement provided they maintain the confidential information received from other Parties and comply with the agreed obligations related to the brand materials. The Parties may agree in more detail on the content of such communication.
The confidentiality obligations in this Section 9 remain in force for five (5) years after the termination or expiration of the Agreement.
The Licensor is the initial data responsible/data controller. The Training Partner will be granted access to the data related to the participants of the courses organized by the Training Partner. The Parties shall enter an agreement in relation to the access and agree in more detail what data is provided and what purposes it may be used for. The Parties commit to negotiate in good faith on detailed terms related to the processing of such data. For the sake of clarity, unless otherwise agreed or required by applicable laws, the disclosure of such data shall be regarded as between two data controllers in their respective roles in relation to the data and each Party agree to comply with all applicable laws when processing such data.
Term and Effects of Termination
This Agreement shall become effective once duly signed by both Parties. Either party may terminate this Agreement at any time by providing one month’s prior written notice to the other party. The period between the effectiveness of the Agreement and its termination for any reason shall be referred to as the “Term”.
Notwithstanding the above described, a Party has the right to terminate the Agreement with immediate effect (i) if the other Party breaches its obligations under the Agreement and does not remedy its breach within 15 days of the first Party's written notice, or (ii) if another Party can be deemed insolvent, bankrupt, cancel their payments, or enters into liquidation. For the sake of clarity, despite termination of this Agreement, the fees invoiced hereunder are non-refundable and the terms and conditions that by their nature or express wording are intended to survive shall so survive.
After the Agreement expiration or termination for any reason, the Training Partner is obligated to immediately cease all utilization of the Training Materials. The Training Partner is required to destroy any copies of such materials (including any derivative works created based on the Training Materials) in their possession. Furthermore, the Training Partner must discontinue all training activities and workshops that utilize or are based on the Training Material’s program design provided as part of the Training Materials.
Liability:
Neither Party is liable for indirect damages, such as production loss, loss of profit, expected savings or cover purchases. The total aggregate liability of a Party under or in relation to this Agreement is limited to 1000 euros. The limitations of liability described above do not apply to damages caused by intentional misconduct or gross negligence, breaches of confidentiality obligations or infringements of intellectual property rights.
Applicable law and disputes:
The laws of Finland apply to this Agreement, excluding rules on international choice of law. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in Helsinki in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
Transfer:
Neither Party is entitled, without prior written consent from the other Parties, to assign any rights or obligations under the Agreement to a third party.
Updated on: 02/10/2024
Thank you!