WHEREAS, Licensor is the organizer of 4YFN and is the owner of photographs, images, and recordings of content from 4YFN events (“4YFN Content”);
WHEREAS, Licensor has offered to Licensee the right to use certain 4YFN Content from the 4YFN events (the “Licensed Content”) and Licensee wishes to use the Licensed Content, subject to all 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 receipt and sufficiency of which is acknowledged, the parties agree as follows:
1.1 “Content Item” means each discrete item of 4YFN Content that is included in the Licensed Content.
1.2 “Mark” means any trademark, trade name, service mark, design, logo, domain name or other indicator of the source or origin of any product or service.
1.3 “Permitted Purpose” is the marketing or promotion of 4YFN by Licensee.
2. License Grants.
2.1 Content License. Subject to Clause 3.2 and all other provisions of the Terms, Licensor grants to Licensee a royalty free, non-exclusive, non-transferable and non-sublicensable license to display, publish, or rebroadcast the Licensed Content for the Permitted Purpose. Licensor shall make the Licensed Content available to Licensee subsequent to the Effective Date.
2.2 Content License Restrictions. Any alterations to the Licensed Content must be fair and balanced, without fundamentally changing the message. Should Licensor, in its sole discretion, determine any such alterations are unacceptable in any manner, Licensor shall have the right to require the Licensee to remove or revise the Licensed Content as promptly as reasonably possible. Licensee shall display with each Content Item the appropriate copyright and trademark notices and any other source attribution required by Licensor.
2.3 Unpermitted Use. All uses of the Licensed Content that do not comply fully with any provision of Clause 3 are beyond the scope of the license granted hereunder. Any violation of Clause 3.2 by Licensee shall be a material breach of the Terms that is incapable of cure.
3 Trademark License.
3.1 Licensor grants to Licensee a limited royalty free, non-exclusive, non-transferable and nonsub- licensable license during the Term to those of Licensor’s Marks designated by Licensor from time to time to: (a) display such Marks with the Licensed Content to provide source attribution; and (b) comply with its express obligations under the Terms.
3.2 Licensee shall use the Marks solely in accordance with Licensor’s trademark usage guidelines and quality control standards provided to Licensee, as may be updated from time to time. If Licensor notifies Licensee that any use does not so comply, Licensee shall immediately remedy to the satisfaction of Licensor or terminate such use. All uses of the Licensor’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of Licensor.
3.3 Neither the Terms nor the licenses granted hereunder convey any ownership right in any of the Licensed Content, Licensor’s Marks or other materials provided by or on behalf of Licensor under the Terms. Except for the express licenses granted herein, all right, title and interest in and to the Licensed Content and Licensor’s Marks are and will remain with Licensor.
Term and Termination.
4.2 Termination. The Terms may be terminated, (a) if the other party materially breaches the Terms, and such breach is incapable of cure or, if capable of cure, fails to cure such breach within 14 days after the breach has occurred; or (b) by Licensor, for any reason, upon 30 days written notice to Licensee.
5. Disclaimer EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, (A) EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, UNDER THIS AGREEMENT; AND (B) LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
6. Limitations of Liability.
6.1 No Consequential or Indirect Damages. LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 Cap on Monetary Damages. Licensor’s liability arising out of or related to this Agreement will not exceed the amount paid to Licensor under this Agreement.
7.1 Assignment. The Terms are personal to Licensee. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent Licensor. Any purported assignment, delegation or transfer in violation of this Clause is void.
7.3. Governing Law; Jurisdiction. The Terms shall be governed by and construed in accordance with, and all disputes hereunder shall be governed by, the laws of England, without regard to conflict of law principles. All disputes shall be subject to the exclusive jurisdiction of the English courts.