Instructor Adoption Agreement: Active Learning

  1. I authorize Cognella, Inc. to produce and distribute a Cognella Active Learning Project published for the course(s) and term(s) specified and agreed-to with Cognella (the “Project”).
  2. For any content I request to add to the Project, I agree to identify any material for which I am not the rights holder.  If approved for addition by Cognella, Cognella agrees to secure any necessary copyright permission required under U.S. copyright law.
  3. For inclusion in the Project or any portions thereof, I agree to identify any material for which I am the exclusive rights holder (the “Work”), and grant Cognella non-exclusive permission to republish the Work in the Project.
  4. I irrevocably grant to Cognella the right to use my name, likeness, and biographical data on the Work, Project, and in any advertising, publicity, or promotion for the Work and Project.
  5. I warrant I am the sole owner of the rights granted in this Agreement; have not assigned, pledged, or otherwise encumbered them; and have the right to enter into this Agreement.
  6. Unless authorized by Cognella, I agree not to post; reproduce; transmit; publish; distribute; or influence any additional entity to post, reproduce, transmit, publish, or distribute the Work and Project, in whole and in part, in any print or digital mediums, including any learning management systems, for my students in the course(s) and term(s) specified and agreed-to with Cognella.
  7. I agree that I will not upload or embed any content into the Active Learning platform for which I do not have the proper permission. I agree that I will not add any content to the Active Learning platform that is pirated, illegal, or offensive.  I understand that Cognella assumes no responsibility for content that is added to the Active Learning platform by users, including myself, and that Cognella reserves the right to remove any content at its discretion.  I understand that Cognella assumes no responsibility for the accuracy, accessibility, availability, compatibility, or ADA compliance of any content within the Active Learning platform that I add, modify, or customize.
  8. I understand that if I make customizations to my course, Cognella reserves the right to not copy the customized version of the course and Project for the next term of use per its sole discretion. Cognella assumes no responsibility for any customizations, including but not limited to content additions, that are copied for the next term(s) of use.
  9. I will not share my username and password with any third parties for any purpose. If I have a colleague who is interested in the platform, I will refer them to Cognella (info@cognella.com).
  10. I hereby indemnify, defend, and hold harmless Cognella, their business partners, and each of their representatives and employees against any liability, claim, loss, damage, expense (including reasonable attorneys’ fees), recovery, judgment, or amounts paid in settlement relating to any breach of any of my warranties or obligations hereunder or if any of the foregoing information is inaccurate, and agree to act swiftly to remove or prevent any distribution not expressly contemplated herein. The representations, warranties, and indemnities will survive the expiration of this Agreement.
  11. In consideration of your acceptance of this Agreement, Cognella grants to you a non-exclusive, non-transferable, and limited license to use the Project, and any portions thereof, strictly for the academic purposes of the course(s) and term(s) specified and agreed-to with Cognella. I understand that any other use of the Project or portions thereof, unless otherwise owned by me (the Work), including reproduction, modification, distribution, republication, or sale, without the prior written permission of Cognella, Inc. is strictly prohibited.