The terms of this Content License Agreement (“Agreement”) apply to the content that you (“Licensor” or “you”) are uploading (the “Licensed Content”):
- Scope of License. Subject to the below terms, you grant to Be Inspired a perpetual, non-exclusive, sub-licensable, worldwide, fee-free, and royalty-free right and license to copy, publish, distort, alter, crop or manipulate the Licensed Content; create any derivative work from the License Content; or incorporate the Licensed Content an unlimited number of times in any and all media, across any and all distribution channels (whether now known or hereafter developed) and for all purposes, including but not limited to advertising and publicizing.
- Credit. While Be Inspired has no obligation to use the Licensed Content, for the Licensed Content that Be Inspired does use, Be Inspired agrees to give you text credit. Any additional credits, including the size and placement thereof, shall be in Be Inspired’s sole discretion.
- Term. The term of this Agreement shall commence on the Upload Date and continue for 12 months (the “Initial Term”). Thereafter, this Agreement shall automatically renew on each yearly anniversary of the Initial Term, unless terminated by either of us. Either of us shall have the right to terminate this Agreement with 30 days upon providing written notice to the other party, for any reason or no reason. To the extent that Be Inspired incorporated, displayed, published, or otherwise used any Licensed Content prior to termination of this Agreement, Be Inspired will have no obligation following the termination of this Agreement to remove that content from its distribution channels and may continue to incorporate, display, publish, or otherwise use that content in perpetuity.
- Representations and Warranties.You represent and warrant that the Licensed Content, and Be Inspired’s exercise of any right or license granted under this Agreement does not and will not: (1) infringe the rights of any third party, including without limitation any intellectual property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties; or (2) otherwise breach any applicable laws or regulations or relevant industry codes.
You also represent and warrant that, as of the date that you upload the License Content (the “Upload Date”), you are not aware of any pending or threatened claims, suits, actions, or charges pertaining to the Licensed Content, including but not limited to, any claims or allegations that any or all of the Licensed Content infringes, violates, or misappropriates the intellectual property rights of any third party.
- Notice Requirements.You also agreed to inform Be Inspired immediately if you receive notice or become informed that the Licensed Content may infringe on the rights of a third party or violates any law. Likewise, Be Inspired agrees inform you immediately if it receives notice or becomes informed that the License Content may infringe the rights of any third party or violates any law.
- Indemnification.You shall indemnify, defend and hold harmless Be Inspired against all Losses arising out of or resulting from any claim, suit, action or proceeding by an unaffiliated third party related to or arising out of a claim that the Licensed Content, or Be Inspired’s use thereof solely in compliance with this Agreement, infringes an intellectual property right of any third party or violates any law.
- Limit on Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.
- Miscellaneous. This agreement may only be amended by signed written consent of both parties. It supersedes all written and oral agreements between the parties with respect to the subject matter herein. If any term, provision, or condition, or any part thereof, of this Agreement is deemed invalid or unenforceable, it shall not affect the remaining terms, provisions, and conditions. This Agreement shall be governed by the laws of the State of California. Finally, this Agreement may be executed electronically and in two or more counterparts, which together shall constitute the same instrument when one or more such counterparts have been signed by each party and delivered to the other party.