Moves The Needle Use License

Use License

By exercising the Licensed Rights (defined below) and accepting the Licensed Materials, You accept and agree to be bound by the terms and conditions of this Use License (“Use License” or “Agreement”).  You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.

You acknowledge that the Moves the Needle, Inc. (“Licensor”) owns certain copyrights, trademarks, trade secrets, patents or other proprietary rights (the “Intellectual Property”), and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed.

Section 1 – Definitions.

Effective Date means the date you first receive Licensed Materials.

Licensed Material means the artistic or literary work, database, or other material in any form which is provided to You by the Licensor and is the Licensor’s Intellectual Property.

Licensed Rights means the rights granted to You subject to the terms and conditions of this Use License, which are limited to all Copyright that apply to Your use of the Licensed Material and that the Licensor has authority to license.

Licensor means Moves the Needle, Inc. the party granting rights under this Use License.

Non-Commercial means not primarily intended for or directed towards commercial advantage or monetary compensation.

Share / Sharing means to provide material to any person by any means or process that requires permission under the Licensed Rights, such as reproduction, public display, public performance, use for teaching, distribution, dissemination, communication, or importation, and to make material available to any person including in ways that persons may access the material from a place and at a time individually chosen by the person.

You means the individual or entity exercising the Licensed Rights under this Use License. Your has a corresponding meaning. You are also the Participant.

Section 2 – Scope.

1. License Grant. Subject to the terms and conditions of this Use License, the Licensor hereby grants a limited, non-sublicensable license to access and use the Licensed Materials and electronically copy (except where prohibited without a license) and print to hard copy for Your informational, Non-Commercial and Use only. Licensor grants you a limited, personal, non-exclusive, non-transferable license to use the Licensed Materials for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, You acknowledge and agree that You have no right to modify edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Licensed Materials in any manner, except for modifications for your authorized Use. You shall not remove any copyright notice from any Licensed Material.

The License Grant is subject to these terms and does not include: (1) any resale or commercial use of the Licensed Materials; (2) any Sharing of the Licensed Material; (3) modifying or otherwise making any derivative uses of the Licensed Materials; (4) any use of the Licensed Material other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.   

1. No Endorsement. Nothing in this Use License constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor.
2. Other Rights. Moral rights, such as the right of integrity, are not licensed under this Use License, nor are publicity, privacy, and/or other similar personality rights.
3. Trademark rights are not licensed under this Use License.
4. All rights not granted are specifically reserved by the Licensor.

Section 3 – Disclaimer of Warranties and Limitation of Liability.

1. Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
2. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Use License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.
3. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

Section 4 – Term and Termination.

1. This Use License applies for the term of the Copyright licensed here. However, if You fail to comply with this Use License, then Your rights under this Use License terminate automatically.
2. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this Use License.

Section 5 – Indemnity.

You hereby agree to defend, indemnify and hold Licensor harmless from and against and in respect of any and all liabilities, losses, damages, claims, costs and expenses, including but not limited to attorneys’ fees and costs, or in any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing, arising out of or related to the Your exercise of the Licensed Rights. 

Section 6 – General.

1. Assignment. You may not assign any of Your rights under this Agreement, without the prior written consent of Licensor.  All assignments of rights are prohibited, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner.  A change in ownership of 50% or more of the voting interests of You is deemed an assignment of rights and “merger” refers to any merger in which You participates, regardless of whether it is the surviving or disappearing entity.  You may not delegate any performance under this Agreement.  Any purported assignment of rights or delegation of performance in violation of this Section is void.
2. Governing Law; Jurisdiction. This Agreement must be construed, and its performance enforced, under California law, without regard to its conflicts of law provisions.  The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.    Exclusive jurisdiction must lie with the courts of San Diego County, California for all actions or proceedings arising out of or relating to this Agreement.
3. Attorney’s Fees. In any dispute, claim or controversy arising out of or relating to the relationship of You and Licensor, the prevailing party will be entitled to Attorney’s Fees.
4. If a provision of this Agreement is held to be illegal, invalid or unenforceable, then: (i) it must be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement must not be affected or impaired.
5. Headings. Headings used in this Agreement are for convenience of reference only and may in no way affect interpretation of the Agreement.
6. No Change, Modification or Waiver. No change, modification or waiver to this Agreement will be effective unless in writing and signed by both parties.
7. Rights and Remedies Cumulative. Any enumeration of rights and remedies set forth in this Agreement is not intended to be exhaustive.  Any party’s exercise of any right or remedy under this Agreement does not preclude the exercise of any other right or remedy.  All rights and remedies are cumulative and are in addition to any other right or remedy set forth in this Agreement, any other agreement between the parties, or which may now or subsequently exist at law or in equity, by statute or otherwise.
8. Interpretation. This Agreement must be construed as if drafted jointly by the parties after meaningful negotiations.  Any rule of construction that a document is to be construed against the drafting party may not be applied to this Agreement.
9. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties to it, and their heirs, administrators, successors, and permitted assigns.
10. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and supersedes all prior and contemporaneous agreements, representations and understandings of the parties with respect to such subject matter.