Digital Content License Agreement
PLEASE READ CAREFULLY BEFORE DOWNLOADING THE DIGITAL MATERIALS (AS DEFINED BELOW)
BY DOWNLOADING THE DIGITAL MATERIALS, DEFINED BELOW, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT. IF YOU DOWNLOAD THE DIGITAL MATERIAL ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT TO GOGO SPEECH THAT YOU HAVE FULL AUTHORITY TO BIND SUCH COMPANY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD THE DIGITAL MATERIALS.
Content License Agreement
This License Agreement is made between GoGo Speech, LLC whose principal place of business is 274 Delaware Ave, 1A, Delmar, NY and you. It is effective on the date the Digital Materials are downloaded.
1. License Grant
1.1. “Digital Materials.” GoGo Speech provides goods and services (“Products” or, in the singular, “Product”) that contain tangible, downloadable files (the “Digital Materials”). The Digital Materials may include video files, audio files, image files, or PowerPoint files. They may also contain a combination of these types of files, depending on the Product at issue.
1.2. Content License Grant. If you purchase any Product, or receive any Product for free as a subscriber benefit, you shall be granted a limited, nonexclusive, worldwide, nontransferable, non-sublicensable, and royalty-free license to the Digital Materials contained in that Product. This license grants you the right to use, modify, display, and transmit the Digital Materials in electronic and hard copy form when using them in speech therapy sessions with clients. The Digital Materials may only be used for therapeutic and instructional purposes. You are entitled to one license per product. A license may only be used by one speech therapist.
1.3. Trademark License Grant. GoGo Speech hereby grants you a limited, non-exclusive, and royalty-free license to use the GoGo Speech trademarks solely in connection with your rights and obligations under this Agreement, and solely as they appear in the Digital Materials. You will not use GoGo Speech’s trademarks in any way to suggest or imply that GoGo Speech is affiliated with, endorses, or sponsors you, or that the Digital Materials were created in association with you. You hereby agree that all of your uses of GoGo Speech’s Trademarks will inure to the benefit of GoGo Speech.
1.4. Copyright. The copyright and all other rights to the Digital Materials not specifically licensed herein shall remain with GoGo Speech.
2. Permitted Use of Digital Materials.
2.1. Speech Therapy Sessions. You may use and incorporate the Digital Materials in your own virtual or face-to-face speech therapy sessions with your clients. Each speech therapist must have his or her own license in order to use the Digital Materials, any file contained in such Materials, or any element of such a file.
3. Prohibited Uses of Digital Materials. You may not use the Digital Materials for anything but the permitted uses outlined above, including that you may not:
3.1. Share any file (or any element of any file) contained in the Digital Materials with any other individual, including other speech therapists in your organization or outside of it. You may, however, share videos, photographs, screenshots or other images, audio, or representations of you using the Digital Materials, as long as you do not share the files themselves, or any element of the files.
3.2. Share any file (or any element of any file) contained in the Digital Materials on Facebook or other social media accounts. You may, however, share videos, photographs, screenshots, or other images, audio, or representations of you using the Digital Materials as long as you do not share the files themselves, or any element of the files.
3.3. Resell, license, rent, lease, lend, assign, gift, transfer, or otherwise distribute the Digital Materials except as outlined in Paragraph 2 above.
3.4. Use the Digital Materials or any part thereof as part of a trademark, trade name, business name, service mark, or logo.
3.5. Incorporate the Digital Materials in any product that results in a re-distribution or re-use of the Digital Materials, or otherwise allows a person to extract, access, or reproduce the Digital Materials as an electronic file.
3.6. Use the Digital Materials in a fashion that GoGo Speech or any governmental authority or law reasonably considers pornographic, obscene, immoral, infringing, defamatory, or libelous, or that would be reasonably likely to bring any person or property reflected in the Digital Materials into disrepute.
3.7. To the extent source code is contained in the Digital Materials, reverse engineer, decompile, or disassemble any part of that source code.
3.8. Remove any notice of copyright, trademark or other proprietary right from the Digital Materials.
3.9. Use the Digital Materials with images of identifiable individuals, products or entities in a manner that suggests their association with or endorsement of any product or service.
3.10. Install or use the Digital Materials in more than one server location at a time, or post a copy of the Digital Materials on a network or web server for use by other users, unless as part of a speech therapy session for viewing only.
3.11. Use or display the Digital Materials in an electronic format that enables them to be downloaded or distributed via mobile devices, or shared in any peer-to-peer or similar file sharing arrangement, unless as part of a speech therapy session for viewing only.
3.12. Either individually or in combination with others, reproduce the Digital Materials or any element thereof, in excess of the quantity allowed under this agreement.
3.13. Use the Digital Materials if you have not (1) paid for them or (2) received them as a subscriber benefit.
4. License Fee. The license fee is included in the purchase price of the particular Digital Material you purchase or your yearly membership fee to GoGo Speech. You must pay the full purchase price of the product you seek to use in order to obtain a license to use that product under this Agreement. You must pay the full yearly membership fee in order to obtain a license to use the products available to paid members for that year under this Agreement.
5. Term. This License Agreement shall remain in effect only for so long as you are in compliance with the terms and conditions of this Agreement. Section 3, above, and Section 6, below, shall continue in full force and effect even if your License to use the Digital Materials is terminated.
6. LIMITATION OF WARRANTIES AND LIABILITY:
THE DIGITAL CONTENT IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE DIGITAL CONTENT IS ASSUMED BY YOU. NEITHER WE NOR OUR AFFILIATES, AGENTS, REPRESENTATIVES, PARENT, SUBSIDIARY, DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE DIGITAL MATERIALS. THE FOREGOING DOES NOT AFFECT LIABILITY FOR DAMAGES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
7. LIMITATION OF WARRANTIES AND LIABILITY:
YOU SHALL INDEMNIFY GOGO SPEECH AND OUR AFFILIATES AGAINST ANY LOSSES, EXPENSES, COSTS OR DAMAGES INCURRED BY ANY OR ALL OF US AS A RESULT OF YOUR BREACH OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR YOUR UNAUTHORIZED USE OF THE DIGITAL CONTENT AND RELATED RIGHTS.
8. Entire Agreement. This License Agreement is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement.
9. Choice of Law. This License Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule.
10. Severability. If any provision of this License Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License Agreement and the other provisions shall remain in full force and effect.