Please read this License Agreement (“Agreement”) carefully and fully. By using this website, you (“Licensee”) are entering an agreement with Colin’s Hope, a Texas not-for-profit corporation with an address at 3267 Bee Cave Rd., STE 107, Austin, TX. In considerations of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Rights. (a) Licensed Materials (Royalty-Free Option) Colin’s Hope grants Licensee a limited, non-exclusive, non-assignable, non-transferable, and non-sublicenseable royalty-free license to reproduce, distribute, and publicly display the materials identified on Exhibit A (the “Licensed Materials”) solely during the Term of this Agreement in connection with the Licensee’s administration of the Water Safety with Colin and Friend’s program. (a) Licensed Materials (Royalty Option) Colin’s Hope grants Licensee a limited, non-exclusive, non-assignable, non-transferable, and non-sublicenseable license to reproduce, distribute, and publicly display the materials identified on Exhibit A (the “Licensed Materials”) solely during the Term of this Agreement in connection with the Licensee’s administration of the Water Safety with Colin and Friend’s program. (b) Derivative Works Any derivative works prepared by Licensee based upon the Licensed Materials shall be owned by Colin’s Hope and shall be deemed a part of the Licensed Materials for purposes of this License. Licensee hereby assigns to Colin’s Hope all of its/their right, title, and interest in and to such derivative works, including without limitation any copyrights, together with the right to recover for damages and profits and all other remedies for infringements thereof. (c) Trademarks Colin’s Hope grants Licensee a limited, non-exclusive, non-assignable, non-transferable, and non-sublicenseable royalty-free license to use Colin’s Hope Trademarks identified on Exhibit B (the “Licensed Trademarks”) solely for the purposes of exercising its right under subsection (a) Licensed Materials herein. 2. Reservation of Rights. (a) There are no implied licenses granted under this Agreement, and except for the rights expressly granted by Colin’s Hope, Colin’s hope reserves all rights, title, and interest in and to Colin’s Hope Licensed Materials and Licensed Trademarks. (b) Nothing in this Agreement should be construed to grant the Licensee the right to use any Colin’s Hope Intellectual Property Rights other than those rights granted pursuant to Section 2. 3. Term; Termination. The term of this Agreement shall commence on the Effective Date and continue until terminated as forth herein. (a) Effective Date. The term of this Agreement shall commence upon use of this website. (b) The term of this agreement is from the Effective Date. (c) This Agreement shall terminate if Licensee breaches any of the terms of this Agreement and the breach is not cured within ten (10) days from receipt of written notice from Colin’s Hope of such breach. 4. Restrictions on Assignment & Sublicensing. Licensee may not transfer, assign, delegate or sublicense any of its rights or obligations under this Agreement without the prior written consent of Colin’s Hope. Any purported transfer, assignment, delegation or sublicense in violation of this Section shall be null and void. 5. No Representations and Warranties. The licensed materials are licensed as-is. Colin’s Hope disclaims all representations and warranties with respect to the Licensed Materials, whether statutory, express or implied, oral or written, including without limitation warranties of title and non-infringement. 6. Indemnification. Licensee agrees to indemnify, defend, and hold Colin’s Hope and its directors, officers, employees and agents, harmless from and against any and all claims, causes of action and demands, and associated losses, liabilities and expenses arising out of or related to its (a) use of the Licensed Materials or exercise of any of the rights granted under the License, or (b) operation of a Water Safety with Colin and Friends program. 7. Entire Agreement. This agreement embodies the entire agreement and understanding of the parties with respect to the License and supersedes all prior agreements and understandings, whether written or oral, with respect to such License. This Agreement may not be modified, changed, amended or supplemented except in a writing signed by Licensee and Colin’s Hope. 8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall not be affected, and the parties shall negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes of this Agreement. 9. Governing Law; Venue. The terms of this Agreement shall be governed by and construed and enforced in accordance with, the laws of Texas without regard to any conflicts of law principles; provided, however, that if federal law governs, then United States law shall govern. All disputes arising out of or relating to this Agreement shall be resolved in a state or federal court of competent jurisdiction located in Travis County, Texas, and Licensee hereby submits to the sole and exclusive jurisdiction of such courts. 10. Execution. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one instrument. Electronic, facsimile, and .pdf signatures shall be deemed original signatures. 11. Survival. Sections 1(b), 2, 4, 5, and 6 shall survive any termination of this Agreement.
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