This Content License Agreement (“CLA “) is a legal agreement between you and Intimate Monologues, Brenda Fogarty, 5050 E 2nd St, #41063, Long Beach, Ca., 90853, USA, the operator(s) of this Website (www.intimatemonologues.com) (hereinafter “Intimate Monologues”, “Brenda Fogarty”, “we”, “us” or “our”) for the Video Content (“Content”) bought or rented using Brenda Fogarty`s Vimeo Shop using the Vimeo Platform. An amendment or addendum to this CLA may accompany the Content. You agree to be bound by the terms of this CLA by using the Content. If you do not agree, do not use the Content.
License Grant
Intimate Monologues hereby grants to you a limited, non-exclusive, non-sublicensable, non-commercial use license to access the Content according to the provisions contained in the relevant Vimeo License and this CLA.
Ownership
Intimate Monologues is and remains the exclusive owner of all right, title, and interest (including copyright, patent, trade secret and other proprietary rights) in and to the Content.
Nothing in this Agreement will be construed as granting you any title or interest in or to the Content. You agree not to contest the validity of Intimate Monologues` rights or to perform any act adverse to Intimate Monologues` rights.
You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the Content suggested by you, and any and all Intellectual Property Rights contained therein, will become Intimate Monologues` property, and you assign and agree to assign any and all right, title, and interest to any rights in such suggestions to Intimate Monologues.
Copyright and Intellectual Property
The Content is protected by copyright and other intellectual property laws and treaties. Intimate Monologues owns the title, copyright, and other intellectual property rights in the Content. The Content is licensed, not sold.
License Restrictions
You may not reverse engineer, decompile, or disassemble the Content, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.
The Content is licensed as a single Content. Its Component parts may not be separated for use.
You agree not to alter, obscure, remove, conceal or otherwise interfere with any markings on or in the Content;
You agree not to reverse compile, reverse assemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Content or to discover or disclose the source code, methods, and concepts embodied in the Content;
You agree not to use the Content in a way that could damage, disable, overburden, impair or compromise the Content’s systems, components or security;
You agree not to circumvent or manipulate any of the restrictions or security-related features within the Content;
You agree not to knowingly introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Content. If you become aware of any security breach or misuse of any content that could compromise the security or integrity of the content or otherwise adversely affect the Content, you will notify Intimate Monologues immediately;
You agree not to access and use the Content in order to build a Content or service competitive with the Content;
You agree to access the Content on a single license basis only. You agree not to share your license with any other user or use the license for additional projects unless expressly permitted and licensed to do so.
You agree not to use the Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously;
You agree not to collect or harvest any information or data from the Content or underlying systems or attempt to decipher any transmissions to or from the servers running the Content; and
Intimate Monologues` Company name, logo and all related names, logos, Content and service names, designs and slogans are trademarks of Intimate Monologues or its affiliates or licensors. You agree not to use such marks without the prior written permission of Intimate Monologues.
Data Privacy
Intimate Monologues will process information received from you or otherwise hold information about you in accordance with the terms of Intimate Monologues` Privacy Policy.
You consent to Intimate Monologues` use of such information in accordance with Intimate Monologues` Privacy Policy.
No Warranty; Limitation of Liability
The Content is provided without warranty of any kind, express or implied, including any implied warranties of non-infringement, merchantability or fitness for a particular purpose, and any warranties arising from a course of dealing, usage, or trade practice.
Intimate Monologues provides the Content “as is” and makes no warranties or representations that the Content is free of errors or defects, or that it adequately performs the functions it is intended to perform.
Intimate Monologues makes no representations or warranties about the suitability, completeness, timeliness, reliability, legality, or accuracy of the information, programs, Contents, services, and materials associated with the Content for any purpose.
Intimate Monologues will not be responsible to you for any special, indirect, incidental, consequential or punitive damages of any kind, including without limitation, lost profits or other monetary loss, arising out of performance of services or failure to perform or due to the failure or poor performance under this agreement, whether or not any such failures or causes are within Intimate Monologues` control or due to negligence or other fault of the party, its agents, affiliates, employees or other representatives.
Indemnification
You agree to defend and indemnify us and hold us harmless against any legal claims and demands, including reasonable legal fees, which may arise from or relate to your use or misuse of our Content, your breach of this Agreement, or your conduct or actions. You agree that we shall be able to select our legal counsel and may participate in our defense if we wish.
Termination
Intimate Monologues may terminate your access to and use of the Content at any time, with cause, and without notice. In addition, this Agreement will automatically terminate if you violate its terms. Upon termination of this Agreement, your limited license to use the Content will automatically terminate and you must destroy any copy you have of the Content or any of its components.
Breach and Cure
Any material failure by you to perform any term or provision of this Agreement, which breach continues uncured for a period of ten (10) days following written notice of such failure, unless such period is extended by written mutual consent, shall constitute a default under this Agreement.
Any notice given pursuant to the preceding sentence shall specify the nature of the alleged breach and, where appropriate, the manner in which said breach satisfactorily may be cured.
If the nature of the alleged breach is such that it cannot reasonably be cured within such 10-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within such 10-day period.
Upon the occurrence of an uncured breach or default under this Agreement, this Agreement shall be terminated, and we may pursue any and all available legal or equitable remedies.
Class Action Waiver
Each party agrees that the resolution of any dispute arising from the terms of this Agreement will be resolved by a separate arbitration proceeding and will not be consolidated with other disputes or treated as a class.
Neither party will be entitled to join or consolidate disputes by or against others as a representative or member of a class, to act in any arbitration in the interests of the general public, or to act as a private attorney general. If any provision related to a class action, class arbitration, private attorney general action, other representative action, joinder, or consolidation is found to be illegal or unenforceable, the entire Arbitration Agreement will be unenforceable.
Waiver Of Jury Trial
Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.
General Provisions
We may transfer our rights and obligations under this CLA to another organization, but this will not affect your rights or obligations under this CLA.
You may only transfer your rights or your obligations under this CLA to another person if we agree in writing.
No joint venture, partnership or agency or employment relationship has arisen by reason of this CLA.
These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this CLA or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this CLA or any document expressly referred to in it.
If we fail to insist that you perform any of your obligations under this CLA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Each of the conditions of this CLA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
The terms herein will be governed by and construed by the laws of California without giving effect to any principles of conflicts of law. The Courts of Long Beach, California shall have exclusive jurisdiction over any dispute arising from the use of the Content.
