C3 PATHWAYS NON-COMMERCIAL LICENSE AGREEMENT

ASIM QUICKSTART, ASIM BASIC, AND SSAVIEM COURSES

1. Parties & Effective Date

This Agreement is between C3 Pathways, Incorporated ("C3 PATHWAYS"), located at 1335 Oviedo Mall Blvd, Oviedo, FL 32765-4315, USA, and LICENSEE, defined as the individual or entity identified in the online registration form. This Agreement is effective as of the date LICENSEE clicks “I Agree.”

2. Grant of License

Subject to the terms and conditions of this Agreement, C3 PATHWAYS grants LICENSEE a limited, non-exclusive, non-transferable license to use the licensed materials (as defined in Section 3) solely for non-commercial purposes as described in Section 4.

3. Licensed Materials

This agreement covers all materials provided for the Active Shooter Incident Management (ASIM) QuickStart Instructor Led Training Course, Active Shooter Incident Management (ASIM) Basic Train-the-Trainer Course, and School Safety and Violent Event Incident Management (SSAVIEM) Train-the-Trainer Course, including supporting materials, curricula, instructor guides, participant materials, and related intellectual property (“LICENSED MATERIALS”).

4. Permitted Non-Commercial Uses

• Internal organizational training: Training personnel within LICENSEE's own organization, department, or agency. Any trainers are paid only their regular salary/wages and not additionally compensated for delivering the training.
• Mutual aid and regional partner training: Providing training at no charge to mutual aid partners, regional emergency response partners, or neighboring agencies as a courtesy, where:
  • No compensation is received by LICENSEE from the receiving organization,
  • No compensation is received by the trainer(s) beyond their regular salary/wages from their employer,
  • Training is delivered as part of mutual aid or regional agreements.

5. Prohibited Commercial Uses

• Charging fees or accepting compensation for training from any organization or individual using the LICENSED MATERIALS.
• Receiving grant funding or external revenue specifically for delivering this training, regardless of whether participants pay.
• Using materials as a contractor, consultant, or vendor providing for-fee training.
• Charging for membership, access, or any indirect fee that includes these trainings as a benefit.
• Sublicensing, selling, renting, or transferring rights to any third party.
• Any situation where LICENSEE or trainers derive direct or indirect revenue or commercial advantage from training using these materials.

Clarifying Examples

6. Licensee Obligations

• Use LICENSED MATERIALS only as permitted above.
• Maintain all copyright, trademark, and proprietary notices.
• Ensure all trainers are certified by C3 PATHWAYS’ Train-the-Trainer program.
• Deliver courses only using C3 PATHWAYS-approved trainers without modifying the curriculum or materials.
• Provide training reports if requested by C3 PATHWAYS.
• Notify C3 PATHWAYS if materials are used in response to real-world incidents.
• Maintain insurance and name C3 PATHWAYS as additional insured when conducting training, if required.
• Indemnify and hold harmless C3 PATHWAYS from any liability arising from LICENSEE's use.

7. Intellectual Property

• All rights remain with C3 PATHWAYS: copyright, trademarks, proprietary information.
• No ownership is transferred to LICENSEE.
• Modification, reverse engineering, or making derivative works is prohibited.
• Do not remove or obscure any copyright or trademark notice from the materials.

8. Curriculum Updates and Revocation

• C3 PATHWAYS may update, modify, or enhance LICENSED MATERIALS at any time.
• LICENSEE must discontinue use of outdated materials when notified and only use the updated curriculum when provided.
• Access to updates may require further certification.

9. Term and Termination

• This agreement is effective from the date LICENSEE clicks “I Agree” and continues until terminated.
• C3 PATHWAYS may revoke the license and access immediately for any violation (including prohibited uses).
• On termination, LICENSEE must stop using all LICENSED MATERIALS and destroy or return all related content.
• Sections regarding intellectual property, indemnification, and liability limitations remain in effect after termination.

10. Indemnification, Liability, and Disclaimer

• LICENSEE agrees to indemnify and hold harmless C3 PATHWAYS, its officers, directors, employees, and agents from all claims, damages, and expenses relating to use.
• All materials are provided “as is.” C3 PATHWAYS makes no warranties of fitness for a particular purpose.
• C3 PATHWAYS is not liable for indirect, consequential, special, incidental, or punitive damages.
• LICENSEE assumes all risk in using these materials and acknowledges that real-world training involves inherent risk.

11. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Florida. Any disputes shall be resolved exclusively in the courts of Orange or Seminole County, FL.

12. General Terms

• This Agreement is the entire and only agreement between LICENSEE and C3 PATHWAYS regarding the materials.
• Electronic acceptance by clicking “I Agree” is legally binding and equivalent to a physical ("wet") signature.
• C3 PATHWAYS may amend these terms at any time by notice to the email address provided at registration.
• LICENSEE may not assign or transfer this Agreement without C3 PATHWAYS’ written consent.