Introduction
Welcome to the Wicked Title Forum powered by Carnanco! This Content License Agreement (“Content License”) applies to this website and any other websites or mobile applications, together with the information, resources, services, products, and tools (“the Services”) owned and/or operated by Carnanco (“Carnanco” “we” “us” “our”)(“Licensee”). By visiting and accessing the Services we provide, you (“Licensor”) understand and agree to accept and adhere to the following terms of use as stated in this policy, along with the terms of our Terms of Use and Privacy Policy.
Please read this AGREEMENT carefully and in its entirety. By using the Services and/or purchasing services, viewing or downloading information, or providing your email in a contact form, you agree to the terms of this Policy.
License
By utilizing the Services, either directly or indirectly, you hereby grant Carnanco a non-exclusive, non-transferable, unlimited license to use any and all content provided to Carnanco, including but not limited to articles, guest blog posts, comments, forum posts, images, logos, videos and photos (“Work”) to reproduce, modify, display, transmit, distribute and sell the Licensed Content on the Licensed Site(s) and Related Media as well as digital and/or print outlets not owned or operated by Carnanco for the purposes of sharing, promoting and marketing said sites and content for the benefit of Licensee and Licensor.
Terms and Conditions
Reservation of Rights.
Neither this Agreement nor the licenses granted hereunder convey any ownership right in any of the Licensed Content, Licensor’s Marks or other materials provided by or on behalf of Licensor under this Agreement. Except for the express licenses granted in this Agreement, all right, title and interest in and to the Licensed Content and Licensor’s Marks are and will remain with Licensor and its licensors.
Delays or Failures
Licensor is not liable for delays or failures of delivery beyond its reasonable control. Licensor’s sole responsibility for any such delay or failure is to deliver or re-deliver the relevant Licensed Content as soon as reasonably possible, in its sole discretion. Licensor is not obligated to use, distribute or retain any content provided unless subject to any other agreement entered into between the parties separately from this License.
Usage Limitation
Licensee shall not display, and shall not permit others to display, on the Licensee Site any images or content that is or could be reasonably construed to be offensive, pornographic, defamatory or libelous, infringing the intellectual property rights of any third party, promoting terrorism or other unlawful violence, or for any other purpose that violates applicable Law.
Removal
If Licensor instructs Licensee to delete or make inaccessible any Content Item because such Content Item may contain errors, is or could be subject to a third-party claim or for any other good faith reason, Licensee shall comply with such instruction as promptly as reasonably possible. The License Term for each such Content Item terminates at removal.
Trademark License
(a) Licensor grants to Licensee a limited, non-exclusive, non-transferable and non-sublicensable royalty-free license during the Term to those of Licensor’s Marks designated by Licensor from time to time to:
- display such Marks on the Licensee Site(s): (x) with the Licensed Content to provide source attribution; or (y) as links to the Licensed Content;
- comply with its express obligations under this Agreement; and
- advertise, market and promote the availability of the Licensed Content or the Licensee Site and identify the Licensor as a content provider;
(b) Licensee shall use the Marks solely in accordance with Licensor’s trademark usage guidelines and quality control standards as the same may be updated from time to time by Licensor. If Licensor notifies Licensee that any use does not so comply, Licensee shall as soon as reasonable possible either remedy the use to the satisfaction of Licensor or terminate such use. Licensee shall not use, register or attempt to register in any jurisdiction any Mark that is confusingly similar to or incorporates any of the Licensor’s Marks. All uses of the Licensor’s Marks, and all goodwill associated therewith, shall inure solely to the benefit of Licensor.
Confidential Information
Both parties agree that trade secrets and proprietary information are confidential. The Licensee shall protect all confidential information of the Licensor against unauthorized uses and parties. Should the Licensee disclose this information, it will do so using the same degree of care as the Licensee uses to respect its confidential information.
Relationship
Both parties agree that each will act as independent companies and that no stipulation in this Agreement is construed to create partnership, joint venture, principal and agent, or employer and employee relationship between them.
Termination
This Agreement shall stay in force in perpetuity unless the Licensor terminates this Agreement due to the Licensee’s breach of this Agreement’s provisions or Licensor makes written request for the removal of said content. Once terminated, the Licensor shall allow the Licensee to continue working on projects using the Work that were started before the termination.
Indemnification
Licensor shall indemnify, defend and hold harmless Licensee against all Losses arising out of or resulting from any claim, suit, action or proceeding (each, an “Action”) by an unaffiliated third party related to or arising out of a claim that the Licensed Content or Licensor’s Marks, or Licensee’s use thereof solely in compliance with this Agreement, infringes a copyright or trademark right of any third party. The foregoing obligation shall not apply to Losses for which Licensee is required to indemnify Licensor as stated below.
Licensee shall indemnify, defend and hold harmless Licensor against all Losses arising out of or resulting from:
(a) Licensee’s use of the Licensed Content and/or Licensor’s Marks in a manner not permitted by this Agreement (including Licensee’s continued use of any Content Item or any of Licensor’s Marks after Licensor has directed Licensee to cease using any such Content or Marks; or
(c) Licensee’s failure to comply fully with the Terms of Use and Privacy Policy
The indemnified party shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party may retain counsel of its choice to observe the proceedings at its own cost and expense.
Limitations of Liability
No Consequential or Indirect Damages
NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cap on Monetary Damages
EACH PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE COMMENCEMENT OF THE CLAIM.
Exceptions
The provisions of this section will not apply to limit the Licensee’s indemnification obligations under the Indemnification clause, or in the case of Licensee’s gross negligence or willful misconduct.
Governing Law and Jurisdiction
Although Carnanco is headquartered in Perkasie, Pennsylvania, USA, the Services can be accessed by visitors from most countries around the world. As each country has laws that may differ from those of Pennsylvania, by accessing the Services, you agree that Pennsylvania law will govern, without regard to conflicts of law provisions, for all matters relating to the use of the Services.
Furthermore, any action to enforce these Terms of Use shall be brought in the federal or state courts located in Bucks County Pennsylvania, USA. You hereby agree to personal jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Dispute Resolution
By visiting the Services or making a purchase from the Services, you and Carnanco agree that, if there is any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Services, or the breach, enforcement, interpretation, or validity of the Terms or any part of them (collectively, a “Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute.
Notice shall be sent:
- To Carnanco at cheryl dot evans at carnanco.info; or
- To you at: your last-used billing address.
If the parties cannot settle the Dispute through notice and response, the parties agree to participate in Mediation through Bucks County Mediation and Arbitration Center in Doylestown Pennsylvania.
Both you and Carnanco agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE THE COURTS OF BUCKS COUNTY, PENNSYLVANIA.
Waiver and Severability
No waiver by Carnanco of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Carnanco to assert a right or provision under Terms shall not constitute a waiver of such right or provision.
If any provision of this agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions will continue in full force and effect.
Acknowledgement
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSING AGREEMENT AND AGREE TO BE BOUND BY THEM.
Contact Information
If you have any questions or comments about this agreement as outlined above, you can contact us at:
Carnanco
cheryl dot evans at carnanco.info
Last updated on: 09/24/2022
CONTENT LICENSE AGREEMENT
BETWEEN
April T. Summers
AND
Edward C. Walker
Parties
This CONTENT LICENSE AGREEMENT (“Agreement”) is entered into, as of September 22, 2022, by and between April T. Summers of Spring Day Agency (“Licensor”) and Edward C. Walker of ABC Company at 410 Clement St., Gilman, Wisconsin 54433 (“Licensee”).
In consideration of the foregoing, the mutual promises, and covenants in this Agreement, the receipt, and sufficiency of which are hereby acknowledged, the Parties further agree to the following terms:
License
The Licensor hereby grants the Licensee a non-exclusive, non-transferable license to use the photo design software (“Work”) as well as to copy, modify, and sell the same according to the terms of this Agreement.
Terms and Conditions
- FEES.
The Licensee shall pay a one-time royalty fee of $300,000.00 to the Licensor. The Licensee shall also pay a royalty fee of seven percent (7%) of gross receipts to the Licensor every quarter. Failure to make such payments can lead to the termination of this Agreement.
- OWNERSHIP.
The Licensee acknowledges that the Licensor remains to be the sole owner of the Work, including all its registrations and claims. The ownership will include succeeding materials related to the Work.
- RIGHTS.
The Licensee does not have any right over the ownership of the Work. The unauthorized use or distribution of the Work could subject the Licensee to substantial monetary damage.
- CONFIDENTIAL INFORMATION.
Both parties agree that trade secrets and proprietary information are confidential. The Licensee shall protect all confidential information of the Licensor against unauthorized uses and parties. Should the Licensee disclose this information, it will do so using the same degree of care as the Licensee uses to respect its confidential information.
- RELATIONSHIP.
Both parties agree that each will act as independent companies and that no stipulation in this Agreement is construed to create partnership, joint venture, principal and agent, or employer and employee relationship between them.
- TERMINATION.
This Agreement shall stay in force in perpetuity unless the Licensor terminates this Agreement due to the Licensee’s breach of this Agreement’s provisions. Once terminated, the Licen sor shall allow the Licensee to continue working on projects using the Work that were started before the termination.
- GOVERNING LAW.
This Agreement shall be governed by the state laws of Wisconsin.
SIGNATURE
Signature * | Signature * | |
Name * | Name * |
To Use This Documents
The text inside the brackets which is highlighted is meant to be edited with your text. This is the way you can edit the document as given below:
To Edit Text:
- Point the mouse where you want to edit and delete the sample text and then you can add your text.
- You can change the size, font & color of the text in the Main Tab: Home
To Edit Table:
- Point the mouse in the table where you want to edit and delete the sample text and then you can add your text.
- You can adjust the row & column size of the table in the Main Tab: Layout
To Edit Chart:
- Select the chart which is going to edit and then
- In Main tab: Design -> Edit Data
- It will open the excel sheet where you can edit the values of the chart