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LICENSE
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The Nature Conservancy (“TNC”) Limited License
1. License.
Subject to the terms of this Agreement, TNC grants you (“Licensee”) a
perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide
right to reproduce and make derivative works from this Animl codebase
(“Licensed Material”) for all purposes other than those uses prohibited under
Section 2 of this Agreement.
2. Restrictions.
a. Licensed Material shall not be used for any commercial, promotional,
endorsement, advertising or merchandising use.
b. Licensee may not falsely represent, expressly or impliedly, that
Licensee is the original creator of all or part of the Licensed Material.
c. TNC is the sole owner of all right, title, and interest to the Animl
brand and mark, and nothing in this License provides Licensee with any
right, title, or interest to the Animl brand and mark. You may not
incorporate the Animl brand or mark into a logo, corporate identification,
trademark or service mark.
d. Licensed Material shall not be used for any unlawful use, whether
directly or in context or juxtaposition with other material or subject
matter.
e. Licensed Material shall not be used for purposes that do not align with
the mission and vision of The Nature Conservancy: The mission of The Nature
Conservancy is to conserve the lands and waters on which all life depends.
Our vision is a world where the diversity of life thrives, and people act
to conserve nature for its own sake and its ability to fulfill our needs
and enrich our lives.
3. Intellectual Property Ownership and Attribution.
a. Copyright. This Agreement does not transfer any ownership or copyright
in any Licensed Material to Licensee.
b. Trademark. In connection with the use of “The Nature Conservancy,”
“Animl,” or any other of TNC’s names, trademarks, logos or service marks
(“Marks”), Licensee acknowledges and agrees that (i) the Marks are and
shall remain the sole property of TNC; (ii) except as this Agreement
requires for attribution, nothing in this Agreement shall confer upon
Licensee any right of use in or to the Marks; and (iii) Licensee shall not
now or in the future contest the validity of TNC’s Marks.
c. Attribution. All uses of Licensed Material must include a legible
attribution to “The Nature Conservancy” adjacent to it. If Licensed
Material is used in an audio/visual medium that credits other providers of
licensed material, Licensee shall include a legible attribution to “The
Nature Conservancy” in equal size and comparable placement to such other
credit(s).
4. Limitation of Liability.
TNC makes no representation or warranty regarding the use of or the content of
the Licensed Materials. TNC DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. TNC SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR
ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR
OTHER DAMAGES, COSTS OR LOSSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM THIS
AGREEMENT, EVEN IF TNC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
COSTS, OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION
OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. TNC SHALL
NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF
MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH
LICENSEE USES THE LICENSED MATERIAL.
5. Indemnification.
Licensee shall defend, indemnify and hold harmless TNC and its subsidiaries,
affiliates, and their respective officers, directors, employees, and agents
from all damages, liabilities and expenses (including reasonable attorneys’
fees), arising out of or as a result of claims by third parties relating to (i)
Licensee’s use of any Licensed Material outside the scope of this Agreement;
or (ii) any other actual or alleged breach by Licensee of this Agreement.
6. Unauthorized Use and Termination.
TNC shall have the right to terminate this Agreement immediately if Licensee
breaches the terms of this Agreement. Upon termination, Licensee must
immediately (i) stop using and distributing the Licensed Material and (ii)
certify in writing the return or destruction of all copies of the Licensed
Material in Licensee’s possession or control. Upon notice from TNC, or upon
Licensee learning that the Licensed Material may be subject to a claim of
infringement, TNC may require Licensee to immediately and at its own expense
(i) stop using and distributing the Licensed Material and (ii) certify in
writing the return or destruction of all copies of the Licensed Material in
Licensee’s possession or control.
7. Miscellaneous.
a. Governing Law; Forum. This Agreement and claims relating to this
Agreement, whether based on contract, tort, or other law, will be
interpreted, construed and governed by the laws of the state of
California (excluding such state’s choice of law principles, if any), and
such other U.S. laws as are applicable. In the event of any litigation over
the interpretation or application of any of the terms or provisions of this
Agreement, the parties agree that litigation will be conducted in the state
of California.
b. Severability; No Waiver. If any provision of this Agreement is found to
be invalid by a court of competent jurisdiction, the other provisions will
not be affected by that finding. No delay in exercising any right or remedy
under this Agreement will constitute a waiver of that right or remedy or of
any other right or remedy under this Agreement or under applicable law.