Notice of Copyright
Terms And Conditions Of Use
The intellectual property and materials which may be accessed via this website are protected by the copyright and trademark rights of Improv to Improve, L.L.C., a Florida limited liability company, whose principal mailing address is 1821 North J Terrace, Lake Worth, Florida 33460; and as a consideration of your use and access of this website, you agree to the following:
- Licensed Material. Licensed Material shall mean those Materials that are the subject of the United States Copyright Registration issued by the United States Copyright Office and licensed by the Licensor for use.
- Proprietary Information. Proprietary Information shall mean all ideas, intellectual property, and concepts relating to the Licensed Materials including, without limitation, trade secrets, plans, specifications, prototypes, and marketing plans.
- Territory. Territory shall mean anywhere in the world.
- Grant of License. Subject to the terms of this Notice, the Licensor hereby grants you a personal, non-exclusive, non-transferrable, non-assignable limited license to use the Licensed Materials and/or the Proprietary Information throughout the Territory.
- No Right to Sub-License to Contractors. You are not authorized to sub-license to any contractor to use and copy such Licensed Materials and Proprietary Information.
- No Assignment. You shall not assign or transfer any interest you may have pursuant to this Notice, whether by merger, consolidation, operation of law or otherwise without the prior written consent of the Licensor.
- Inspection. You agree to keep accurate books of account and records covering all transactions relating to the license hereby granted, and the Licensor and during reasonable business hours shall have the right to examine and copy said books of account and records and of all other documents and materials in the possession or under your control. Such rights shall be exercised during normal business hours and in such a manner as not to interfere with the conduct of your business.
- Non-Exclusive Rights. Notwithstanding any provision herein to the contrary, the Licensor may license to firms, individuals, partnerships and corporations the right to use the Licensed Materials in the Territory, and the Licensor reserves all rights pertaining to the Licensed Materials.
- Use of Licensed Materials.
- Duty to Register Licensed Materials. You will not commence use of the Licensed Materials until you have taken all necessary actions and obtained all registrations, if any, in the Territory which are required of copyright licensees or copyright users, including without limitation, registration as a registered user, and you will immediately cease all such use if any such registration at any time ceases to be fully valid and effective. When necessary, you will take such actions and obtain such registrations diligently and at your own expense and will provide the Licensor with copies of all applications and other documents upon filing them and copies of all registrations upon receiving them. Any such applications shall be made in the Licensor’s name, and you will cause any applications or registrations which are not in the Licensor’s name to be transferred to the Licensor. When necessary, you shall register the Licensed Materials in the Territory in the Licensor’s name at your expense.
- Licensor’s Rights; Copyright Notices and Markings. By accessing the Licensed Materials and Proprietary Information vias this website, you hereby acknowledge the Licensor’s exclusive right, title and interest in and to the Licensed Materials and the Proprietary Information and you shall mark the Licensed Materials and/or the Proprietary Information and any advertising or promotional material utilizing or reproducing the Licensed Materials in such manner as to preserve and protect all rights of the Licensor therein. Nothing contained in herein shall be construed as conveying to you any right, title or interest in or to any of the Licensed Materials and/or Proprietary Information other than an express right to a permissive use thereof in connection with your activities.
- Protection of Licensed Materials. You shall cooperate to the fullest extent possible with the Licensor in what it may consider in its sole discretion necessary to protect any of the Licensed Materials and/or Proprietary Information. You hereby agree to fully cooperate with the Licensor in maintaining and defending ownership and validity of each of the Licensed Materials against infringement and claims of infringement; however, the Licensor shall be solely responsible for any costs incurred regarding the same. You agree to promptly notify the Licensor of (i) any infringement or unauthorized use of any Licensed Materials by any third party, or (ii) any assertion by any third party that your use of any Licensed Materials and/or Proprietary Information infringes on said third party’s copyright, intellectual property, and/or trademark rights; however, you shall not be obligated to initiate or defend legal action with respect to any Licensed Materials.
- Use of Licensed Materials in Your Tradename. You hereby agree and warrant that you will not incorporate all or any portion of the Licensed Materials and/or Proprietary Information into your corporate name or trademarks.
- Actions Affecting Validity of Licensed Materials. You hereby agree that you will not do any act which you know, or are notified by the Licensor, may affect the validity of any of the Licensed Materials and/or Proprietary Information.
- Approval by Licensor. You hereby agree that all materials which may be used by you utilizing or referencing the Licensed Materials and/or Proprietary Information herein, you shall submit to the Licensor for the Licensor’s approval or disapproval prior to any release thereof by you. All advertising brochures and illustrations identifying the Licensor or the Licensed Materials and/or Proprietary Information, or direct quotations attributed to the Licensor, shall likewise be subject to approval or disapproval by the Licensor. If such approval or disapproval is not received by you within five (5) days after receipt of such material by the Licensor, such material shall be considered disapproved. Once approval has been obtained, further approval of the same material need not be obtained for future or repeat use, but all such material shall be consistent with the maintenance of the excellent reputation of the Licensor. If the Licensor shall give notice of disapproval of any such material, you shall not use or distribute such promotional or advertising material containing or referring to the Licensed Material and/or Proprietary Information.
- Goodwill. You hereby acknowledge and agree that the Licensed Materials have acquired a valuable secondary meaning and goodwill with the public. Accordingly, you hereby undertake and agree not to use the Licensed Materials in any manner whatsoever which, directly or indirectly, that would derogate or detract from the repute of the Licensor or the Licensed Materials and/or Proprietary Information.
- Term. All licenses and rights granted hereunder shall commence on the date you access the Licensed Materials and/or Proprietary Information and shall continue for a period of ten (10) Years. Upon the expiration or upon notice of a breach of the terms and conditions contained herein, you will immediately cease all use of the Licensed Materials and/or Proprietary Information. You shall also take all action necessary to transfer and assign to the Licensor any right, title or interest in or to any of the Licensed Materials and/or Proprietary Information which you may have acquired in any manner as a result of your use of the same. Should you desire to extend the term of this limited licensed, you must request such extension in writing and such extension will be granted or denied in the Licensor’s sole and absolute discretion.
- Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION PROVISIONS CONTAINED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFIT OR OTHER ECONOMIC LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, ARISING OUT YOUR USE OF THE LICENSED MATERIALS AND/OR THE PROPRIETARY INFORMATION OR ANY OBLIGATIONS ARISING FROM THE LICENSE GRANTED OR FOR ANY CLAIM MADE AGAINST EITHER PARTY BY ANY THIRD PARTY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
- Injunctive Relief. You hereby agree that the provisions governing the use of the Licensed Materials and/or Proprietary Information are important, material, and gravely affect the effective and successful conduct of the Licensor and affects their value, reputation and goodwill. If you breach any such provisions of this Notice, the Licensor shall be entitled to obtain temporary and permanent injunctions and specific performance of the terms contained herein. You also agree that if you breach any provision contained herein, it shall be conclusively presumed that irreparable injury would result to the Licensor and there would be no adequate remedy at law. You further agree that the covenants contained herein are not contrary to the public health, safety or welfare and agree that they are reasonably limited in time and geographic area and protect the legitimate business interests of yourself and the Licensor. However, this provision in no way effects the rights of either you or the Licensor to seek enforcement of the provisions contained herein.