CONTENT LICENSE AGREEMENT 

 

Last Modified: 2025-04-17

THIS CONTENT LICENSE AGREEMENT (THIS “AGREEMENT”) IS BETWEEN YOU AND INVOKE REVERSING INC. (“LICENSOR”). THE INDIVIDUAL WHO REGISTERS FOR OUR WEBSITE (“LICENSEE”) ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT EFFECTIVE THE DATE THEY REGISTERED FOR THE WEBSITE (THE “EFFECTIVE DATE”), IN ACCORDANCE WITH THE DETAILS AND CONTACT INFORMATION PROVIDED TO THE WEBSITE AT THE TIME OF REGISTRATION. 

WHEREAS 

  1. LICENSOR is the owner of the website found at training.invokere.com (the “Website”). 


  1. LICENSOR is the owner of the following “Copyrighted Materials”: 


  1. Copyright no. 1231851: Introduction to Malware Binary Triage Course (IDA Edition); 


  1. Copyright no. 1231852: Introduction to Malware Binary Triage Course (IDA Edition); 


  1. Copyright no. 1231853: Introduction to Malware Binary Triage Course (Binary Ninja Edition); and 


  1. Copyright no. 1231854: Introduction to Malware Binary Triage Course (Binary Ninja Edition).


  1. LICENSOR desires to grant the License to those Copyrighted Materials selected by LICENSEE at the time of order checkout on the Website and up to the number of Authorized Users selected by LICENSEE at the time of order checkout on the Website, and in accordance with the terms and conditions of this Agreement. 


  1. LICENSEE desires to obtain the License to the Copyrighted Materials on the terms and conditions set out in this Agreement. 

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

  1. Intellectual Property. 


  1. LICENSEE acknowledges that all intellectual property belonging to LICENSOR, including the Copyrighted Materials, and including all copyrights, trademarks, patents, inventions, ideas, trade secrets,  works, files, content, logos, text, images, video, audio, audiovisual, broadcast, design, presentation, layout, selection, arrangement, data, and any related derivatives or spinoffs (“Intellectual Property”), are the sole property of LICENSOR. All rights not expressly granted are reserved by LICENSOR.


  1. Other than the License granted in this Agreement, LICENSEE shall have no right, title, or interest in or to LICENSOR’s Intellectual Property, including the Copyrighted Materials. 


  1. LICENSEE acknowledges that any use of the Intellectual Property, including the Copyrighted Materials, not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright or other laws, and/or the propriety rights or other rights of LICENSOR. 


  1. Grant of License. 


  1. "Authorized User" means a related party to LICENSEE that LICENSEE permits or facilitates the access or use of the Copyrighted Materials.


  1. Each Authorized User granted access to the Copyrighted Materials must register on the Website and provide the Website with complete, accurate, and up-to-date information. 


  1. Subject to and conditioned on Licensee's payment of all Fees and compliance with all terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable, retractable license, during the Term, to access and use those Copyrighted Materials selected by LICENSEE at the time of order checkout on the Website and up to the number of Authorized Users selected by Licensee at the time of order checkout on the Website, limited solely to the purposes of learning, training, education, and internal business purposes (the “License”). For the avoidance of doubt, the License granted under this Agreement shall not be granted for any Copyrighted Materials not selected and paid for by LICENSEE at the time of order checkout on the Website. 


  1. The total number of Authorized Users shall not exceed the number of Authorized Users selected by LICENSEE at the time of order checkout on the Website and for which LICENSEE has paid the required Fee.  


  1. Any terms or conditions of this Agreement applicable to LICENSEE also apply to any Authorized Users. LICENSEE is responsible and liable for all uses of the Copyrighted Materials resulting from access provided by or facilitated by LICENSEE, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, LICENSEE is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by LICENSEE will be deemed a breach of this Agreement by LICENSEE. LICENSEE shall make all reasonable efforts to make all Authorized Users aware of this Agreement and shall cause all Authorized Users to comply with this Agreement.


  1. LICENSEE shall not engage in any unauthorized activities, including to copy, modify, download, reproduce, distribute, transmit, create derivative works of, rent, lease, lend, sell, license, sublicense, distribute, publish, transfer, reverse engineer, disassemble, circumvent, decompile, decode, adapt, remove proprietary notices from, or otherwise make available LICENSOR’s Intellectual Property, including the Copyrighted Materials. Notwithstanding the foregoing, LICENSEE may temporarily reproduce, use, and transmit temporary electronic copies of the Copyrighted Materials on LICENSEE’s computer in strict accordance with the License. 


  1. LICENSEE shall not access or use the Copyrighted Materials outside of the Website. 


  1. LICENSEE may assign the License only with prior written permission of LICENSOR. 


  1. LICENSOR may suspend the License and LICENSEE’S access to the Website and Copyrighted Materials if: this Agreement is terminated by either Party; LICENSEE is in breach of this Agreement; LICENSEE engages in any fraudulent, illegal, or unauthorized activities; the Parties have an ongoing dispute; LICENSOR’s provision of the Website or Copyrighted Materials is prohibited by law or regulation; or LICENSOR is no longer able to provide the Website or Copyrighted Materials to LICENSEE. 


  1. LICENSOR SHALL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, LOSSES, OR ANY OTHER CONSEQUENCES THAT LICENSEE MAY INCUR AS A RESULT OF A SUSPENSION OF THE LICENSE OR INABILITY TO ACCESS THE COPYRIGHTED MATERIALS OR THE WEBSITE. 


  1. Free Trial. LICENSOR may grant access to a limited portion of the Copyrighted Materials to LICENSEE on a free trial basis (“Free Trial”). LICENSEE acknowledges that all Free Trial materials are the Intellectual Property of LICENSOR and all rights are reserved. For any Free Trial, LICENSEE shall still be bound by all terms and conditions of this Agreement and the License granted herein, notwithstanding that the Fee may not be due until and if LICENSEE purchases full access to the Copyrighted Material at the conclusion of the Free Trial. 


  1. Fees. 


  1. LICENSEE authorizes LICENSOR and provides all necessary consents to collect or facilitate the collection of all monies or fees LICENSEE owes in connection with this Agreement (the “Fee”). LICENSEE authorizes LICENSOR to facilitate the payment of all Fees through LICENSOR’s payment partners, Stripe and PayPal. 


  1. The Fee owed by LICENSEE in consideration for the License granted under this Agreement shall be the total fee displayed to Licensee at the time of order checkout on the Website (the “Listed Price”). The Listed Price may change from time to time at LICENSOR’s option. By purchasing products or services at the Listed Price, as displayed to LICENSEE at the time of order checkout on the Website, LICENSEE agrees to the Listed Price ‘as is’ at the time of entering into the transaction and agrees that the Listed Price is acceptable consideration for the products or services being offered at the time of the transaction.


  1. The Listed Price and Fee owed by LICENSEE shall be calculated with respect to which of the Copyrighted Materials have been selected by LICENSEE and how many Authorized Users are being provided with access to the Copyrighted Materials at the time of order checkout on the Website. 


  1. All Fees under this Agreement shall be in US Dollars and all taxes owed by LICENSEE shall be made, collected, and/or remitted in accordance with the Listed Price as displayed to LICENSEE at the time of order checkout on the Website. 


  1. Refunds. Unless otherwise agreed by the Parties, all sales and transactions pursuant to this Agreement are final, and LICENSOR shall not be liable to or owe LICENSEE any refund for any fees or monies owed or collected pursuant to this Agreement.

  2. Term. The term of this Agreement begins on the Effective Date and will continue in effect until terminated earlier in accordance with this Agreement (the “Term”).


  1. Termination. Either Party may terminate this Agreement for cause by providing 14-days written notice to the other Party of such Party’s breach of this Agreement with sufficient evidence to substantiate such claim. 


  1. Effect of Termination. Prior to termination, LICENSEE shall immediately pay all Fees for transactions entered into by LICENSEE outstanding at the time of termination. Upon termination, the License shall terminate and LICENSEE shall immediately discontinue use of LICENSOR’s Website and Intellectual Property, including the Copyrighted Materials, and shall destroy or return all copies of the Intellectual Property, including Licensed Materials, at LICENSOR’s option. Any part or portion of this Agreement pertaining to authorized or unauthorized use, force majeure, disputes, intellectual property, representations, warranties, license terms, indemnification, equitable relief, limitation on liability, notices, release, term, termination, or general terms, or as otherwise necessary to comply with or enforce this Agreement, shall survive termination or expiration of this Agreement. 


  1. Representations and Warranties. LICENSEE hereby represents and warrants that:  


  1. It shall not use or access the Website, Intellectual Property, or Copyrighted Materials for any purposes not permitted by this Agreement or for any purpose not expressly authorized by this Agreement. 


  1. It shall comply with all applicable laws, regulations, orders, and ordinances in its use of the Website, Intellectual Property, and Copyrighted Materials. 


  1. It shall pay the required Fee for each person that LICENSEE provides or facilitates access to the Copyrighted Materials.


  1. It shall ensure that each person provided access to the Copyrighted Materials shall be aware of this Agreement and shall comply with the terms and conditions herein.


  1. Confidential Information. LICENSEE acknowledges that they will have access to Confidential Information, as hereinafter defined, of the LICENSOR, that the LICENSOR has spent time, effort, and money to develop and acquire. For the purposes of this Agreement any reference to "LICENSOR" shall mean the LICENSOR and its affiliates and subsidiaries. The term "Confidential Information" as used in this Agreement means all trade secrets, proprietary information, and other data or information, and any tangible evidence, record, or representation thereof. Without limiting the generality of the foregoing, Confidential Information includes all documents, data, agreements, files, materials, Intellectual Property, personal information, product information, client information, customer information, supplier information, employee information, financial information, marketing information, research information, and any information relating to the business or plans of the LICENSOR. The LICENSEE acknowledges that the Confidential Information is a valuable and unique asset and trade secret of the LICENSOR and that the Confidential Information is and will remain the exclusive property of the LICENSOR. The LICENSEE agrees to maintain securely and hold in strict confidence all Confidential Information received, acquired, or developed by it or disclosed to it either directly, in oral or tangible form, or indirectly, whether or not it is marked as “confidential”.  The LICENSEE agrees that, both during the Term of this Agreement and after the termination of this Agreement, it will not, directly or indirectly, divulge, communicate, copy, or disclose or permit others to use, copy, or disclose, any Confidential Information to any person, except as such disclosure or use is required to perform its obligations under this Agreement. The obligation of confidentiality imposed by this Agreement shall not apply to information that (i) is readily publicly known through no act of LICENSEE; (ii) is disclosed in good faith to LICENSEE by a third party having legitimate possession and the right to make such disclosures without passing on or violating any obligation of confidence; (iii) was already known by LICENSEE without any obligation of confidence prior to disclosure or access hereunder; or (iv) was developed independently by LICENSEE prior to disclosure of or access to any of LICENSOR’s Confidential Information.


  1. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, ITS CONTENTS, AND OUR INTELLECTUAL PROPERTY, INCLUDING THE COPYRIGHTED MATERIALS, ARE PROVIDED ‘AS IS’ AND ON AN ‘AS AVAILABLE’ BASIS, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, OUR INTELLECTUAL PROPERTY, OR THE COPYRIGHTED MATERIALS, OR YOUR USE OF OR ACCESS TO THE SAME. NOTWITHSTANDING, IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY OR JURISDICTION EXCEED THE TOTAL FEES LICENSOR EARNED AS A FEE UNDER THIS AGREEMENT. 


  1. Indemnification & Release. To the maximum extent permitted by applicable law, you agree to defend, indemnify, release, and hold harmless LICENSOR, and its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising out of or relating to your breach of this Agreement and your use of or access to our Website and Intellectual Property.


  1. Equitable Relief. LICENSEE agrees that a breach of this Agreement by LICENSEE shall cause LICENSOR irreparable harm for which monetary damages would not be adequate compensation. Accordingly, LICENSEE agrees LICENSOR will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, or any other relief that may be available from any court, in addition to any other remedy to which LICENSOR may be entitled to at law or in equity, to prevent the continuance of such failure or to prevent LICENSEE from the continual breach of this Agreement.


  1. Force Majeure. If either Party is unable to perform any of its obligations by reason of a force majeure event (as that term is commonly understood) reasonably beyond the control of such Party, then such Party will be reasonably excused from performance during the pendency of such cause by providing written notice and material evidence to the other Party to substantiate the event and inability to perform. 


  1. Disputes. In any dispute brought by a Party to this Agreement the Parties agree to first negotiate in good faith to cure or resolve such dispute. If the dispute is not cured or resolved within ten (10) days of prior written notice to the other Party, each Party shall submit to mediation and the decision of such mediator shall be final and binding. To the fullest extent permitted by law, each Party waives trial by jury in any action, proceeding, or counterclaim brought by or on behalf of either Party with respect to any matter relating to this Agreement. The mediator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the mediation and the losing Party shall cover the costs of the mediator. To the extent permitted under applicable law, the Parties agree to resolve any dispute in mediation on an individual basis only, and not on a class or collective action basis. If any court or mediator finds that this agreement to mediate is unenforceable, the Parties agree to submit to the personal and exclusive jurisdiction of the courts of Ontario and Canada, as applicable.


  1. Notices. All notices and communications under this Agreement shall be delivered via email to LICENSOR at info@invokere.com. All communications with LICENSEE shall be sent to the email address LICENSEE uses to register for the Website or as updated on LICENSEE’s profile on the Website. 


  1. General. This Agreement will be governed by and construed in accordance with the laws of Ontario and Canada, as applicable. Any action or proceeding arising out of or relating to the Website, Licensed Materials, or under this Agreement will be instituted in those courts, as applicable, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which, when taken together, shall be considered one document, and the transmittal of signatures by facsimile or other electronic form is good and valid execution of this Agreement and is legally binding on the Parties. Unless mutually agreed by the Parties in writing, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement constitutes the entire Agreement between the Parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written, oral, or inferred from conduct. Nothing contained herein, expressed, or implied, will constitute or contemplate a partnership, joint venture, employment, or other agency or business relationship between the Parties. The Parties agree that only LICENSOR may assign or transfer this Agreement and its rights and obligations under this Agreement to a third party, at its option and discretion. If any legal proceeding is brought by either Party hereto to enforce or interpret this Agreement, both Parties will be deemed to have jointly drafted this Agreement and neither side will enjoy the benefit of any evidentiary presumptions. Each party to this Agreement is a “Party” and together shall be known as the “Parties”. The word “including” in this Agreement means ‘including without limitation’. The sections and headers in this Agreement are for context only. Each Party acknowledges to the other they had the opportunity to obtain independent legal advice or have freely chosen not to obtain such advice.