PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS AN ABSOLUTE CONDITION OF YOUR USE OF ANY OLGA PHOENIX’S PRODUCTS/LICENCED WORKS.

COPYRIGHT LICENSE GENERAL TERMS AND CONDITIONS

This Copyright License Agreement (the “Agreement”) is dated as of Date of Purchase and is between You, the purchaser (“Licensee”) and Olga Phoenix (“Licensor”).
You have agreed to be bound by the terms and conditions of this Agreement and by downloading any of the product(s)/Licensed Work(s) You acknowledge that You have read, understood, and accepted the terms and conditions of this Agreement.

1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, non-sublicensable right to reproduce, print and/or publish the Licensed Work(s) in accordance with the Authorized Purpose. Licensee shall acquire no right, title or interest in the Licensed Work(s) by virtue of this Agreement. This license is granted on an “AS IS” basis and Licensor makes no representation or warranty, whether express or implied, with respect to the Licensed Work(s).

2. Authorized Purpose. Licensee is authorized to use the Licensed Work(s) for educational purposes.

3. Individual Copyright License Agreement Purchasing Option. Subject to the terms and conditions of this Agreement, one individual purchaser (Licensee) is granted copyright license to the Licensed Work(s) under this purchasing option.

4. Agency Copyright License Agreement Purchasing Option. Subject to the terms and conditions of this Agreement, all employees gainfully employed by purchasing Agency (Licensee) are granted copyright license to the Licensed Work(s) under this purchasing option. Agency Purchasing Option applies to one agency in one location (ex.: one hospital, one school, one nonprofit, etc.).

5. Enterprise Copyright License Agreement Purchasing Option. Subject to the terms and conditions of this Agreement, all employees gainfully employed by purchasing Enterprise (Licensee) are granted copyright license to the Licensed Work(s) under this purchasing option. Enterprise Purchasing Option applies to organizational entities with multiple agencies, branches, and locations under one umbrella (ex.: hospital systems, school districts, corporations, government branches, state coalitions with multiple members, etc.). 

6. Changes and Modifications. Other for sizing purposes only, Licensee may not alter, modify or change the Licensed Work(s).

7. Licensed with Permission Statement. Licensee will include the following credit line below or in reasonable proximity to the Licensed Work whenever Licensed Work is used: “© 2013 Olga Phoenix. Licensed with permission. All rights reserved”.

8. Compensation. On the date of purchase, Licensee shall pay to Licensor the agreed upon sum for the use of the Licensed Work(s) during the Term of three years, defined hereunder.

9. Term; Termination.
     a) Term. This Agreement shall commence on the Date of Purchase and shall expire three years from the Date of Purchase (the “Term”).
     b) Termination for Material Breach. Licensor shall have the ability to terminate this Agreement immediately in the event of a material breach of this Agreement. Licensee will not be afforded the ability to cure any material breach prior to termination.
     c) Rights and Duties Upon Termination. Upon the expiration or termination of this Agreement all use of the Licensed Work(s) shall immediately cease by Licensee, and the parties shall have no further rights or obligations hereunder except pursuant to those provisions hereof which expressly or implicitly are intended to survive the termination of this Agreement.
     d) Confidentiality. Each party  shall treat as confidential the terms of this  Agreement, all underlining discussions and all nonpublic proprietary information shared, whether or not written or otherwise fixed in any form or medium, to the other party (“Confidential Information”). Receiving party shall not reveal Confidential Information without the express written consent of the disclosing party.

10. Miscellaneous.
     a) Entire Agreement; No Amendment. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, whether written or oral, between them with respect to the subject matter hereof and thereof. No amendment of this Agreement shall be effective unless embodied in a written instrument executed by all of the parties.
     b) Waiver of Breach. The failure of any party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision.
     c) Assignment. Licensee shall not assign this agreement without the express written consent of Licensor. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
     d) Indemnification. Licensee agrees to indemnify and hold Licensor and any affiliates harmless against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, stemming from any use of this Licensed Work(s).
     e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida without regard to conflict of laws principles. The sole and exclusive venue for all disputes arising out of or relating in any way to this Agreement shall be in the state of Federal court for Pinellas County, Florida.
     f) Severability. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction.
     g) Survival. All obligations under this Agreement intended to survive termination or expiration of this Agreement shall survive.

11. Electronic Agreement. You have agreed and reaffirmed Your agreement to this Agreement electronically by downloading the purchased products/Licensed Work(s).