CONTENT LICENSE AGREEMENT
This Agreement is made on the 27th day of August 2014 by and between:
1. Name: Swansegar Consulting LLC having address in Denver, CO hereinafter referred to as the “Writer.”
2. Name: Swansegarconsulting.com Registered User accepting digital agreement having address in the United States hereinafter referred to as the “End User.”
A. The Writer is an individual who is specialized in providing relevant text contents for websites.
B. The End User owns a personal computer, has attended a class provided by Swansegar Consulting and is in demand for a copy of the content provided in the class.
C. The Writer being desirous to provide contents to the End User and the End User being desirous to engage the Writer to provide text contents for the End User’s personal use as per the requirement have decided to enter into an agreement to govern and control the activities involved.
IN CONSIDERATION of the mutual covenants and agreements contained herein, the Writer and Company agree as follows:
1. COMMENCEMENT AND DURATION
The Agreement shall commence from the 27th day of August 2014, and all rights and obligations of the Parties hereunder shall be effective as of that date. The term of the Agreement shall be for a period of 12 months from the date of commencement of this Agreement. After such time period, the End User agrees to destroy all copies of content, paper and digital including all digital forms of communication the Materials have been submitted in.
2. CONTENT OR LICENSED MATERIAL
2.1. Content is the material object of this Agreement, which consist of text and images of electronic information created by the Writer for the personal use and personal display by the End User limited to personal/non-commercial use only. (hereinafter referred to as the “Materials”).
2.2. The form of Materials developed by the Writer for the End User and for which the license is transferred under this Agreement is more specifically described under EXHIBIT A attached to this Agreement.
2.3. The License of any Material further developed by the Writer for the End User may also be transferred to the End User as specified in EXHIBIT A.
3. GRANT OF LICENSE
3.1. The Writer hereby grants the End User license to use the Materials provided by the Writer as per this Agreement.
3.2. The License may be exclusive right to use each and every text, arrangement, adaptation and version thereof, for personal use/non-commercial use only.
3.3. The End User understands that the copyright and ownership of the Materials along with the trademark or service mark, if any, shall remain with the Writer. Neither the End User nor its affiliates or agents shall have any right, ownership or interest in the Materials except as expressly provided hereunder.
3.4. The End User shall not sub-license, lease or transfer the license granted by the Writer under this agreement without the written consent of the Writer.
3.5. The End User shall not re-transmit via any electronic means including, but not limited to, email, social media (EG: Facebook, Twitter, LinkedIn), fax and scanning of Materials. This applies to the Materials in whole or in part by page, image or specific text.
3.6. The End User may have only one printed copy in possession at any given time. If a new printed copy is desired, the old copy must be destroyed.
3.7. The End User may not create a printed copy for ownership by any person or company but themselves unless governed by a court order.
4.1. It is acknowledged by the End User that the Writer has not collected any monetary funds for the Materials. Thus, the Writer may terminate this contract at any time. If such termination occurs, no refund will be applicable and thus the Materials must be destroyed.
5. USE OF MATERIALS
5.1. The Materials licensed under this Agreement may only be used for personal/non-commercial use only.
5.2. The End User may use the Materials for research and non-commercial use. The Writer must authorize educational use in a commercial setting, an end user group or any non-personal setting IN WRITING.
6. RESTRICTIONS TO USE MATERIALS
6.1. The End User shall not use or allow its authorized users to use the Materials licensed in a manner not permitted under this Agreement.
6.2. The End User shall not recreate or modify the Materials without prior written permission of the Writer.
6.3. The End User may not remove or modify any copyright or other disclaimer notices attached along with the Materials provided by the Writer.
6.4. The Materials provided under this Agreement shall not be commercially used or sold in massive reproduction or distribution without the written consent of the Writer.
6.5. If Materials are used in ANY attempt to obtain any monetary gain by End User or any third party that obtained the Materials from the End User, the End User shall be liable to pay Swansegar Consulting LLC. End User agrees the penalty shall include the following:
6.5.1. All monies collected by End User or Third Party
6.5.2. Plus $5,000 per violation
6.5.3. Plus $5,000 per user that has seen any portion of Materials regardless if user paid the End User or any additional third party.
6.5.4. Plus any attorney’s fees to defend the Writer, prosecute the End User and obtain monies imposed in this agreement or additional penalties imposed by the court
7. OBLIGATIONS OF THE WRITER
7.1. The Writer reserves its right to withdraw the licensed Material provided to the End User at any time for any reason. In which case, the Writer may intimate the End User by giving written notice of such withdrawal. The End User must destroy the Materials. Any cost to destroy such Materials rest solely with the End User.
8. OBLIGATIONS OF END USER
8.1. The End User shall comply with all measures to provide its authorized users with appropriate notice of the terms of usage of the licensed Materials provided as per this Agreement.
8.2. The End User shall have the responsibility to protect the licensed Materials from any unauthorized usage. In case of any unauthorized usage of the Materials licensed under this Agreement, the End User must terminate such user access to the licensed Materials forthwith and shall take all precautions to prevent further unauthorized use.
9. MUTUAL PERFORMANCE OBLIGATIONS
Both parties shall maintain confidentiality of any information transferred in relation to this Agreement. The parties agree that the data so transferred may be used only for the purpose mentioned under this Agreement and no data may be provided to any third party without the written consent of the other party.
10.1. This Agreement shall be terminated upon the earliest of the following:
a. Expiration of the term of this Agreement as set forth under this Agreement.
b. The mutual written agreement of the Parties by giving one month’s written notice to the other party.
c. Breach of stipulation by any party under the Agreement.
10.2. Upon termination of this Agreement, subject to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement unless stipulated specifically in this Agreement.
10.3. Upon termination, all copies of the licensed Materials, duplicates, or any reproduction made therein in any form or digital media must be returned to the Writer and the End User shall not have any right to use those Materials forthwith.
10.4. Any use of the licensed Materials after termination of the Agreement shall considered being unauthorized use of the licensed Materials under this Agreement and the End User shall be liable for damages for infringement of Writer’s specific rights or rights of 3rd party artists, companies or users that participated in the content or hold rights to content included in this Agreement.
11. ENTIRE AGREEMENT
The Parties agree that this Agreement constitutes the entire agreement with respect to the subject matter thereof and that it supersedes and cancels any prior agreements or understandings between them, whether written or oral.
If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, which shall remain in full force and effect. Where relevant, the Parties shall use their reasonable endeavors to substitute and agree upon a new provision resembling in essence the invalid one in its commercial consequence as much as possible.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of United States of America. The Parties hereby submit to the exclusive jurisdiction of the State of Colorado.
IN WITNESS WHEREOF, the Parties agreed to execute this CONTENT LICENSE AGREEMENT on the day and year specified above.
WRITER END USER
Michael Swansegar Consulting LLC Digital Agreement via Acceptance in UI