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:

  1. 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.
  1. 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.
  1. Ter­ri­to­ry.  Ter­ri­to­ry shall mean any­where in the world.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. Use of Licensed Mate­ri­als.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.
  1. 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.