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Curriculum License Agreement

This CURRICULUM LICENSE AGREEMENT (the "Agreement"), dated as of [Date of Subscription] (the "Effective Date"), is made by and between [Name of Registrant] ("Licensee"), a [State of Registrant] [Entity] with offices located at [Address of Registrant], and Bream Education, Inc. ("Licensor"), a California corporation with offices located at 6148 Laird Avenue, Oakland, CA, 94605. 

WHEREAS, Licensor is the owner of the Work (as defined below) and wishes to grant to Licensee a license under those rights, and Licensee wishes to obtain a license to the Work for the uses and purposes described herein, each subject to the terms and conditions set forth herein,

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

    1. Definitions 
      1. “Authorized User” means Licensee’s employees, consultants, contractors, and agents (i) who are authorized by Licensee to access and use the Work under the rights granted to Licensee pursuant to this Agreement and (ii) for whom access to the Work has been purchased hereunder by Licensee; 
      2. “Confidential Information” means information about Licensor’s business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including the  terms of the Agreement and business operations and strategies, marketing, creative elements, artwork, visual representations, research material and data, specifications, processes, and technological developments, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential”;  
      3. “Distribution” means the provision of access, by any medium, to the Work to Residents within the [Facility/Facilities].


  • The [“Facility” / “Facilities”] means ONE LOCATION or UNLIMITED USERS; 


    1. “Resident” means an individual living at the [Facility/Facilities]; 
    2. The “Work” is defined as an educational holistic curriculum for older adults in the format of videos and written materials, which Licensee shall use in accordance with the provisions contained herein. 
  1. License.
    1. Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term (as defined below) a non-exclusive, non-transferable (except as provided in Section 13.4) non-sublicensable license at the [Facility/Facilities], solely to access and display the Work in the medium via which is delivered to you by Licensor for educational purposes, provided that the Work is being used as intended and subject to the terms of this Agreement. 
    2. Third-Party Rights. Notwithstanding any other provisions of this Agreement to the contrary, nothing in this Agreement will be deemed to be a grant by Licensor of a license, sublicense, or other grant of a right to Licensee to use any third-party rights or any rights under any third-party license that cannot be licensed, sublicensed, or granted without the consent, approval, or agreement of another party, unless such consent, approval, or agreement is first obtained by Licensee. 
    3. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement. No use by Licensor of the Work in any medium or manner will be deemed to interfere with the limited permissions made to Licensee by Licensor herein.
  2. Usage of the Work. Notwithstanding any other provision to the contrary contained in this Agreement: 
    1. The Licensee shall receive unique login credentials for up to UNLIMITED USERS at ONE LOCATION Authorized Users. 
    2. The Licensee shall limit its Distribution of the Work to UNLIMITED STAFF + UNLIMITED RESIDENTS/SENIORS at ONE LOCATION.
    3. Copyright Notices. Licensee shall ensure that its use of the Work is marked with the appropriate copyright notices specified by Licensor in a prominent position in the order and manner provided by Licensor. Licensee shall abide by the copyright laws and what are considered to be sound practices for copyright notice provisions in the United States. Licensee shall not use any copyright notices that conflict with, confuse, or negate the notices Licensor provides and requires hereunder.
    4. Compliance with Licensor's Directions. The Work may be displayed or used only in the form and in such manner specifically approved in writing by Licensor in advance.
    5. Modifications. Licensee shall not translate, recast, edit, alter, modify, or create any derivative works of the Work.
  3. Payment. As consideration in full for the rights granted herein, Licensee shall pay Licensor an annual fee of $16,489.00 which shall become due and payable every thirty days from the date of the first payment (“Initial Payment”). Licensor shall be under no obligation to provide Licensee with access to the Work or any other services contemplated herein until the Initial Payment has been made in full. 
  4. Technical Support. The rights granted herein entitle Licensee to support services from Licensor during the Term, which Licensee may access by emailing [email protected]. Licensor shall respond to Licensee’s request for support services within 3 business days. 
  5. Set Up Services. Upon initiation of the Term, Licensor shall provide Licensee with “Set Up Services” which shall include 1 video conference for the purpose of on-boarding Licensee, and 1 video conference for the purpose of establishing Licensee’s user registration process. 
  6. Ownership and Protection
    1. Acknowledgment of Ownership. Except for the licenses expressly granted to Licensee in this Agreement, Licensee acknowledges that all rights, title, and interest in and to the Work, as well as any modifications or improvements made thereto by Licensee, are owned by Licensor. If Licensee acquires any rights in the Work by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Licensor's rights in and to the Work.
    2. Protection of the Work
      1. Notification. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Work; (ii) actual, suspected, or threatened claim that use of the Work infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Work may be subject.
      2. Actions. With respect to any of the matters listed in Section 7.2(a): (i) Licensor has exclusive control over, and conduct of, all claims and proceedings; (ii) Licensee shall provide Licensor with all assistance that Licensor may reasonably require in the conduct of any claims or proceedings; and (iii) Licensor shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.
  7. Confidentiality. From time to time, Licensor may disclose or make available Confidential Information to Licensee. Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by Licensee; (b) is or becomes available to Licensee on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of Licensee before being disclosed by or on behalf of Licensor; or (d) was or is independently developed by Licensee without reference to or use, in whole or in part, of any of Licensor's Confidential Information. Licensee shall: (i) protect and safeguard the confidentiality of Licensor's Confidential Information with at least the same degree of care as Licensee would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use Licensor's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (A) to Licensee's officers, employees, agents, consultants, and legal advisors who need to know the Confidential Information to assist Licensee, or act on its behalf, to exercise its rights or perform its obligations under the Agreement; or (B) pursuant to applicable federal, state, or local law or regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that Licensee shall first provide Licensor with: (1) prompt written notice of such requirement so that Licensor may seek, at its sole cost and expense, a protective order or other remedy; and (2) reasonable assistance, at Licensor's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
  8. Representations and Warranties.
    1. Mutual Representations and Warranties. Each party represents and warrants to the other party that:
      1. it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; 
      2. it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
      3. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary actions of the party; and
      4. when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
    2. Licensee's Representations and Warranties. Licensee represents and warrants that:
      1. Licensee will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Work or Licensor, or cause confusion as to the ownership of the Work; 
      2. To Licensee's knowledge, the Licensee's use of the Work will not infringe, misappropriate, or otherwise violate the US intellectual property or other US rights of any third party or violate any applicable regulation or law; and 
      3. Licensee understands and will inform all Residents and Users and other parties as deemed reasonably necessary in writing that the Work is provided for educational purposes only. None of the texts, graphics, images and other material contained in the Work are intended to be a substitute for professional medical advice, diagnosis, or treatment. 
  9. Indemnification.
    1. Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, assigns, and licensees (each an "Indemnified Party") from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a "Third-Party Claim") relating to any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder.
    2. Indemnification Procedure. The Indemnified Party shall notify Licensee upon becoming aware of a Third-Party Claim under this Section 10. Licensee shall promptly assume control of the defense and investigation of such Third-Party Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with Licensee in connection therewith, in each case, at Licensee's sole cost and expense. The Indemnified Party may participate in the defense of such Third-Party Claim, with counsel of its own choosing and at its own cost and expense. Licensee shall not settle any such Third-Party Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without such Indemnified Party's prior written consent. If Licensee fails or refuses to assume control of the defense of such Third-Party Claim, the Indemnified Party has the right, but no obligation, to defend against such Third-Party Claim, including settling such Third-Party Claim after giving notice to Licensee, in each case, in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section 10.2 nor any Indemnified Party's act or omission in the defense or settlement of any such Third-Party Claim will relieve Licensee of its obligations under this Section 10.2, except to the extent that Licensee can demonstrate that it has been materially prejudiced as a result thereof.
  10. Term and Termination.
    1. Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier as provided herein, will remain in force for a period of 12 months (the "Term") and shall continue renewing automatically thereafter unless cancelled, in writing, by Licensee or Licensor, or terminated in accordance with the provisions hereunder.
    2. Licensor may terminate this Agreement at any time without cause by providing at least 30 days' prior written notice to Licensee.
    3. Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.
    4. Section 11.3 notwithstanding, Licensor may terminate this Agreement on written notice to the other party if the other party: (i) fails to make a payment when due under Section 4 and fails to cure such breach within 15 days after receiving written notice thereof; or (ii) uses the Work for a purpose or in a manner that exceeds the scope of its licensed rights under Section 2.1 or violates any use restrictions herein, and fails to cure such breach within 7 days of receiving written notice thereof. 
    5. Either party may terminate this Agreement by written notice to the other party if the other party: (a) becomes insolvent or admits its inability to pay its debts generally as they become due; (b) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (c) is dissolved or liquidated or takes any corporate action for such purpose; (d) makes a general assignment for the benefit of creditors; or (e) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    6. Effect of Termination. Upon the expiration or termination of this Agreement for any reason, all rights licensed under this Agreement will revert immediately to Licensor and, subject to the Wind-Down Period as expressly permitted below, Licensee shall cause to be inactivated and erased all digital copies of the Work in its control and possession and return or, at Licensor's written request, destroy, any tangible copies of the Work. Other than termination by Licensor pursuant to Section 11.3, upon expiration or termination of this Agreement, Licensee will have a period of 14 days after such expiration or termination ("Wind-Down Period") to continue commercial exploitation of the Work in accordance with the terms and conditions of its license hereunder. Upon Licensor's request, Licensee shall provide an affidavit to Licensor attesting to such erasure or destruction.
    7. Surviving Rights. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration, including the rights and obligations set forth in this Section 11, Section 4, Section 7, Section 8, Section 10, Section 12, and Section 13. 
  11. Remedies
    1. No Equitable Relief. Licensee acknowledges and agrees that: (a) monetary damages at law are a fully adequate remedy to compensate Licensee for any breach or threatened breach of this Agreement by Licensor; and (b) an action at law for monetary damages is Licensee's sole and exclusive remedy for any such breach. No breach by Licensor of this Agreement will entitle Licensee to equitable relief, including specific performance, injunctive relief, rescission, or any other form of equitable remedy. Without limiting the generality of the immediately preceding two sentences, Licensee shall not seek equitable relief to rescind this Agreement or seek injunctive relief to enjoin or otherwise restrain or limit the use or other exploitation of the Work or any rights therein.
    2. Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
  12. General.
    1. Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
    2. Entire Agreement. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
    3. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    4. Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Licensor. Any purported assignment or delegation in violation of this Section 13.4 is null and void. Licensor may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    5. Choice of Law; Venue. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by the laws of California, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party may institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.
    6. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever. 
    7. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
    8. Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
    9. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
    10.  Attorneys' Fees. In the event that any claim, suit, action, or proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
    11. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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Good Words for Bream:

Bream is an incredible resource for older adults who are exploring their creative inclinations. As a creative myself, I felt deeply engaged by the well made content, and inspiring instruction Bream offers. From the thoughtful breakdown of classes to audio and video options, to the ability to share and collect feedback on the work one creates, Bream has designed a truly full and interactive creative learning system.

I use Bream to easefully bring art and wellness to the residents I serve by streaming classes for groups and using Bream with folks one-on-one. I also use the platform to train myself, to learn, and to expand what programming I bring to residents. The content is clear and fun!