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TERMS OF USE

By checking this box, the user grants One Economy a perpetual, nonexclusive, royalty free license, including the right to sublicense, to use, reproduce, distribute, rent, lease, sell, display, modify, exhibit, perform, and prepare derivative works of, and otherwise exploit (collectively, “Use”) the Content.

CONTENT LICENSE AGREEMENT

The user (“Licensor”), subject to the terms and conditions of this Agreement, grants to One Economy a perpetual, worldwide, non-exclusive, royalty free and transferable license, including the right to sublicense, to use, reproduce, distribute, rent, lease, sell, display, modify, exhibit, perform, and prepare derivative works of, and otherwise exploit (collectively, “Use”) the Content within One Economy’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of One Economy’s media channels (and derivative works thereof) in any media formats and through any media channels.

The license includes the right to Use the Content in any printed, electronic, or other format, whether now known or hereafter developed, including, but not limited to Internet transmission or other telecommunicated use for interactive television.

Licensor represents and warrants to One Economy, its successors, and assigns as follows:

• Licensor is the sole and exclusive owner of the Content and has the right to grant the rights granted herein. There are no other agreements with any other party in conflict with such grant.
• The Content does not infringe any valid rights of any third party. Except for material that is in the pubic domain, Licensor has not adapted the Content from any other material nor copied the works of others in preparing the content.
• There is no material contained in the Content that is defamatory or violates the right of privacy of any person. Use of the Content by One Economy pursuant to this Agreement will not violate the rights of any person or entity.
• There are no outstanding claims pending against or involving the title, ownership, or copyright in the Content or in any part thereof, or in any rights granted herein.

Licensor acknowledges that One Economy shall have no obligation to Use the Content and that Licensor shall have no claim against One Economy for failure to exploit the Content in any particular manner.

Licensor is an independent contractor and not an employee, agent, joint venturer or partner of One Economy. Nothing in this Agreement shall be construed as creating or establishing the relationship of employer and employee between One Economy and either or any employee or agent of Licensor.

Licensor will not assign, transfer or sell its rights under this Agreement, or delegate its duties hereunder, without the prior written consent of One Economy. A transfer of a controlling interest in Licensor shall constitute an assignment.

The failure of either party to enforce at any time any provision hereof shall not be construed to be a waiver of such provision or of the right thereafter to enforce each and every provision. No waiver by either party to this Agreement, either express or implied, or any breach of any term, condition or obligation of this Agreement, shall be construed as a waiver of any subsequent breach of that term, condition or obligation or of any other term, condition or obligation of this Agreement.

Neither party shall be liable for any loss or damage sustained by the other party because of any delay in performance or noncompliance with any provision of this Agreement that results from an act, event, omission or cause beyond its reasonable control and without its fault or negligence, including but not limited to, strikes, lockouts, civil commotion, riots, wars, fires, explosions, floods, earthquakes, embargoes, inability to obtain suitable raw material, equipment, fuel, power, components or transportation, or acts of civil or military authority. If any such delay or noncompliance continues for four (4) months, the parties shall in good faith try to reach an agreement on a modification of the terms of this Agreement to permit its further performance. If no such agreement is reached within an additional two (2) months, this Agreement shall thereupon automatically terminate.

Subject to the restriction on assignment by Licensor contained herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

If any provision, term, condition, covenant, restriction or other portion of this Agreement shall be held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the remaining portion shall remain in force and effect.

If litigation is commenced by either party to enforce or interpret any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees at trial, on appeal and on any petition for review.

THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND EXCEPT AS OTHERWISE PROVIDED HEREIN SUPERSEDES ANY AND ALL PRIOR AGREEMENTS, DISCUSSIONS AND UNDERSTANDINGS, EXPRESS OR IMPLIED, RELATING THERETO. THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.

The rights and obligations of the parties under this Agreement shall in all respects be governed by the laws of the State of Oregon excluding choice of law rules.