This Agreement (the “Agreement”) sets forth the terms and conditions by and between CauseVid, LLC (the “Company”), a Delaware limited liability company and any user of the CauseVid Platform. This Agreement and our Terms of Service govern the use of the Company’s products and/or services made available by the Company.
1. User Representations.
Please read this Agreement carefully before accepting. By submitting content, you, on behalf of yourself or your entity, as applicable, acknowledge that: (1) you have read and understand all of the terms this agreement and the Terms of Service; (2) you agree to be bound by all of the terms and conditions of this agreement; and (3) if acting on behalf of an entity, you have full authority to, and do, bind your entity to all of the terms and conditions of this Agreement. If you are not willing to be bound by all of the terms and conditions of this agreement, then do not submit content; you will not be permitted to use the Services or any portion thereof.
Subject to the terms of this Agreement, Company grants Client and Client's users a non-exclusive, non-transferable, non-sublicenseable license to use the CauseVid platform.
For the term of this Agreement, you hereby grant to CauseVid LLC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content.
3. Intellectual Property and Confidentiality.
Intellectual Property. Except as specifically set forth herein, each party shall retain all intellectual property rights to its intellectual property and for any works or materials whether created in connection with this Agreement, or existing prior to this agreement or outside the scope of this agreement. Except as licensed herein, Company retains all interest in and ownership of the Licensed Intellectual Property. This Agreement does not transfer any intellectual property rights between the Parties. Other than as expressly set forth in this Agreement, no license or other rights in or to a party’s products, services or intellectual property is granted.
Confidentiality. During the course of CauseVid LLC providing the Services, the Client and its representatives and users may be given access to information that (i) relates to the other’s past, present and future research development, business activities, products, services, and technical knowledge, and (ii) has been identified as confidential ("Confidential Information"). In connection therewith, the following sections shall apply:
(A) The recipient agrees to protect the disclosing party’s Confidential Information with at least the same degree of care that it utilizes with respect to its own similar confidential information (but in no event less than a reasonable degree of care), including, without limitation, agreeing:
(i) Not to disclose or otherwise permit any other person or entity access to, in any manner, the Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an agent of the recipient, requiring access to the Confidential Information in the course of his or her agency in connection with this Agreement provided that such agent is held to those confidentiality obligations no less strict than those set forth herein;
(ii) To notify the disclosing party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement; and
(iii) Not to use the Confidential Information for any purpose other than as explicitly set forth herein.
(B) All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of: (a) completion of the Services or (b) request by disclosing party; provided, however that an early return of the Confidential Information by CauseVid LLC may impact the completion of the Services.
(C) Nothing in this Section 3 shall restrict the recipient with respect to information or data, whether or not identical or similar to that contained in the Confidential Information, if such information or data: (a) was rightfully possessed by the recipient before it was received from the disclosing party; (b) is independently developed by the recipient without reference to the disclosing party's information or data; (c) is subsequently furnished to the recipient by a third party not under any obligation of confidentiality with respect to such information or data, and without restrictions on use or disclosure; or (d) is or becomes public or available to the general public otherwise than through any act or default of the recipient.
(D) In the event the recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the disclosing party, the recipient shall provide prompt notice to the disclosing party of such receipt. Thereafter, the recipient shall be entitled to comply with such subpoena or other process to the extent required by law. Nothing in this subsection (D) shall be construed to release recipient from any other restriction or provision of this Section 3.
(E) Because the unauthorized use, transfer or dissemination of any Confidential Information by the recipient may diminish substantially the value of such materials and may irreparably harm the disclosing party, if the recipient breaches the provisions of this Section "Confidentiality", the disclosing party shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.