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LICENSE AND SERVICE AGREEMENT
THIS LICENSE AND SERVICE AGREEMENT (“Agreement”) is made by and between Alpine Audio Now Digital, LLC, a District of Columbia limited liability company, with its principal office at 888 16th Street, NW, Suite 150, Washington, DC 20006 (“Digital”), and the individual or entity that, accepts this Agreement through Licensor’s commercial website by affirmatively checking the acceptance box or clicking “Agree” (“Affirmative Assent”), but only after having carefully read and agreed to the terms and conditions set forth herein (the “Licensee”). This Agreement is effective as of the date when Licensee accepts this Agreement by providing its Affirmative Assent (the “Effective Date”). (Digital, Plus and Licensee are each individually a “Party” and, collectively, the “Parties”).
THE PARTIES RECITE AS FOLLOWS: Licensor has developed, or has acquired rights to, certain web, mobile, and other applications to facilitate digital access to third party audio, video, text, and image programs, content, or transmissions (“Content”) via smartphones or other electronic devices (“Licensor Applications”). Licensee is the owner or licensee of certain Content (the “Licensee Content”), which it desires to make available to its followers/listeners through the Licensor Applications, pursuant to and subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following TERMS AND CONDITIONS:
- Recitals. The Recitals above are incorporated herein and made a part hereof.
- Term and Termination. This Agreement is effective from the Effective Date and for an initial term of one (1) year (the “Initial Term”), and will automatically renew for subsequent successive one (1) year term periods (each, a “Subsequent Term”), unless either Party elects to sooner terminate this Agreement, by written notice to the other, delivered no later than ten (10) days prior to the end of the Initial Term or of any Subsequent Term, as applicable. Notwithstanding any of the foregoing, either Party may terminate this Agreement at any time with 30 days’ advance written notice to the other Party; provided further that: (i) Licensor may terminate this Agreement immediately, without notice, if Licensee violates the Standard of Conduct set forth herein, and (ii) Licensee may terminate this Agreement immediately if Licensee receives good faith notice on valid and reasonable grounds from a third party that any Licensor Content infringes any third party’s intellectual property rights.
- Transmission of Licensee Content. Licensee hereby grants to the Licensor a fully-paid, non-exclusive, sublicenseable, transferable, world-wide, and revocable right and license to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of a digital audio transmission), and otherwise use and exploit the transmission and transmission signal in which the Licensee Content is embodied for purposes contemplated under this Agreement via any transmission medium, device or application now known or hereafter developed, including, without limitation, the Licensor Applications. The license granted herein does not include the right to copy or reproduce the Licensee Content, except as necessary to provide services as described herein.
- Use of Licensor Applications by Licensee. Licensee acknowledges and agrees that Licensor owns all right, title, and interest in and to the Licensor Applications, including without limitation all intellectual property rights therein. Licensee acknowledges and agrees that the Licensor Applications are protected by the intellectual property laws of the United States and those of other countries, including patent and copyright law, and international treaties. The Licensor hereby grants to Licensee a fully-paid, non-transferable, non-sublicenseable, non-exclusive, revocable right and license to use the Licensor Applications, subject to the terms of Section 4, below, during the term of this Agreement solely for the purpose of receiving services from the Licensor pursuant to this Agreement. The licenses granted herein do not include, nor should they be deemed to include, in any way, any right to copy, reproduce, or to access any code of any software or technology, whether in whole or in part, of the Licensor Applications. The software and any technology of the Licensor Applications, whether now existing or developed in the future, including any modifications made at Licensee’s request, are proprietary to Licensor, and Licensor shall hold title therein. Licensee shall not have the right to inspect, sell, transfer, publish, disclose, display or otherwise make available any code, whether in whole or in part, of any software, which is a part of any Licensor Application. Violation of any provision of this paragraph shall be a basis for immediate termination of this Agreement.
- Use of Trademarks, Website Links, and Social Media Links. Subject to the terms and conditions of this Agreement and for the term of this Agreement only, the Licensor and Licensee grant to each other a non-transferable, non-exclusive, revocable and limited right and license to use their, and their licensors’, respective names, trademarks, website links, and social media links solely in connection with the Licensor providing services and Licensee receiving services under this Agreement, such services being agreed and acknowledged by both parties to expressly include the listing of Licensee’s name, trademarks, website links, and social media links in online or application-based directories or indexes or web, mobile or other applications created and maintained by Licensor, or an affiliate or contractor of the Licensor. Each Party owns and shall own all right, title and interest in and to its names, trademarks, website links, and social media links (collectively, the “Marks”), and each Party acknowledges and agrees that all goodwill associated with its names, trademarks, website links, and social media links shall inure solely to the benefit of its respective owner. Further, each permitted use hereunder shall be subject to any usage guidelines and notice requirements that may be provided by one Party to the other from time to time. A Party will have the right to request from the other Party, upon reasonable notice, examples of usage under this paragraph.
- Use of Marks. Use of either the Licensor’s Marks or Licensee’s Marks by the other shall be subject to the licensor’s, in such scenario, right, in its sole discretion, to change the appearance and/or style of its own Marks, from time-to-time. Each Party covenants and agrees to observe, at all times, high standards of quality in the provision of its Services with which the other Party’s Marks are used and in advertising, promotional, and other related uses of the Marks and to use the other Party’s Marks solely in the form and manner prescribed by the Party owning the Marks. If a Party fails to conform to such use and/or in any way tarnishes or blurs the other’s Marks or otherwise infringes upon the other’s rights in and to such Marks, the Party owning the Marks shall have the right to suspend the other Party’s use of the Marks after providing the violating party with notice of such violation and a period of ten (10) days after such notice to cure such violation. Moreover, neither Party shall and both Parties do hereby covenant and agree not to cancel or oppose or seek to cancel or oppose any of the other’s current or future application or registration or the other’s use of its Marks.
- Grant of Additional Rights to Licensor. Licensee hereby authorizes and grants to Licensor the right to: (1) incorporate and include Licensee in any online or applicationbased directories or indexes or web, mobile or other applications created and maintained by Licensor or by an affiliate or contractor of Licensor; and (2) reformat or transcode any transmission signal by Licensee to facilitate the connection of that transmission to the web, mobile or other digital application created and maintained by Licensor, or an affiliate or contractor of Licensor.
- Services. Licensor, at its sole cost and expense, shall develop a customize application bearing Licensee’s Marks (i.e., the Licensor’s Application) pursuant to which end users can access Licensee’s Content via their smart phone or other electronic device. Licensee shall use commercially reasonable efforts to make the Licensor Application available for downloading, installing, clicking, or otherwise being made accessible to the public, as applicable. Notwithstanding the foregoing, and as the Parties may from time to time agree in writing (including by electronic mail), in the case of the Licensor Applications being licensed to Licensee hereunder, Licensor and Licensee may cooperate and may decide to share the costs and expenses for the purpose of listing the Licensor Application(s) in application stores or online directories that may include Google Play and Apple App Stores. In the case of a web-based Licensor Application, Licensor shall deliver to Licensee the certain portion of the code of any Licensor Application licensed hereunder necessary and suitable for adding the Licensor Application(s) onto Licensee’s website. Licensor shall provide its services, including reasonable maintenance, support, or technical assistance that Licensor may provide, if any, in a reasonable commercial manner and on terms that the Parties may from time to time agree upon in writing. Licensee agrees not to modify, reverse engineer, disassemble, or decompile any Licensor Application or the software of which it is comprised, or any portion thereof or make any derivative work, adaptation and/or translation of same.
- Licensee Registration. In consideration of Licensee’s use of the Licensor Application, Licensee agrees to: (a) provide true, accurate, current and complete information about Licensee as prompted by the Licensor’ registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Licensee provides any information that is untrue, inaccurate, not current or incomplete, or the Licensor has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Licensor has the right to suspend or terminate Licensee’s account and immediately terminate this Agreement.
- Licensor Application Features and Licensor Content.
- Licensor reserves and shall have without limitation in its sole discretion, the right to insert in the Licensor Application and to add on to Licensee Content transmitted by the Licensor Application, advertisements and polling, including banners, links, text, images, audio, or video, or other feeds and media content, whether interactive or non-interactive, as well as additional features for use by application users unrelated to the Licensee Content, which may include links to third party websites.
- Licensee acknowledges that the Licensor and/or its affiliates have created and may create certain proprietary content (the “Licensor Content”) to which Licensor owns or controls all rights, title and interest. Licensor shall have the right, in its sole discretion, to make available the Licensor Content to listeners via the Licensor Applications. Licensee agrees that (i) Licensor will have sole control over all material embodied in the Licensor Content; (ii) the Licensor Content will be available via the Licensor Applications; and (iii) Licensee shall have no right or license, or be deemed to have any right or license, in or to the Licensor Content, including, without limitation, any right to reproduce, redistribute, broadcast, retransmit, sublicense or otherwise transfer the Licensor Content. Licensor represents and warrants that it has all rights with respect to its Licensor Content and will hold Licensee harmless from and against any third party claim of infringement with respect to the Licensor Content.
- Licensee represents and warrants that Licensee has full power and authority to enter into this Agreement and to grant the rights granted by Licensee to the Licensor in this Agreement; that Licensee owns or has all rights, licenses or permissions necessary for the transmittal of the Licensee Content through the transmittal of the Licensee Content through a Licensor Application to end-users wherever such services are available and by whatever means an end- user accesses such Licensee Content (it being understood that the services may be available anywhere in the world), and that the use of Licensee Content by Licensor pursuant to this Agreement does not and will not violate any rights; that Licensee has obtained a worldwide public performance license from the owner(s) of the Licensee Content, or any portion thereof, including, without limitation, musical works and sound recordings; that the Licensee Content does not and will not: (i) contain any libelous or obscene material or injurious formulas, recipes, or instructions; (ii) infringe any trade name, trademark, or copyright; (iii) invade or violate any right of privacy, personal, proprietary, common law or statutory rights, federal or state regulations, health care privacy regulations, and principles of ethical advertising; that Licensee, if appropriate, has obtained appropriate permission for the worldwide use of the Licensee Content or any part thereof for purposes of this Agreement; that the material contained in the Licensee Content is accurate and would not cause injury if accurately used or followed; and that Licensee has the ability to remove, and shall remove, any Licensee Content that is determined not to comply with the foregoing representations promptly after receipt of notice from the Licensor, a third-party Content owner, or a licensing agency or authority. Licensee specifically agrees that it will promptly (in no event to exceed 10 days) provide to Licensor, upon Licensor’s request, proof of any Licensee Content related right or license Licensee is obligated to obtain or hold under this Agreement.
- Licensor hereby represents and warrants that it has full power and authority to enter into this Agreement and to grant the rights granted by Licensor to Licensee in this Agreement; that Licensor owns or has the licenses and permissions necessary to link to any third party websites or applications and to transmit or make available the AudioNow Features; and that the AudioNow Features or the use and/or transmission thereof will not infringe upon any trade name, trademark, or copyright of any third party.
- Standard of Conduct; Content. Licensee acknowledges and agrees that: the Licensee Content, including all information, data, text, music, sound, or other materials, is the sole responsibility of Licensee or the provider from whom such Licensee Content originated; Licensee (and not the Licensor) is entirely responsible for all Licensee Content transmitted through a Licensor Application; the Licensor does not control the Licensee Content and, as such, cannot guarantee the accuracy, integrity or quality of such Licensee Content; Under no circumstances will the Licensor be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content transmitted or otherwise made available via a Licensor Application. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE SHALL NOT USE ANY LICENSOR APPLICATION TO: (a) upload, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, otherwise objectionable or in violation of the Licensor’ Advertising Standards; (b) harm minors in any way; (c) impersonate any person or entity or falsely state or otherwise misrepresent one’s affiliation with a person, country or entity; (d) forge content or otherwise manipulate it in order to disguise the origin of any Content transmitted through the Licensor Application; (e) upload, post, transmit, or otherwise make available any Content that Licensee does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; (g) upload, post, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) interfere with or disrupt any Licensor Application or servers or networks connected to the Licensor Application, or disobey any requirements, procedures, policies or regulations of networks connected to the Licensor Application; (i) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Department of the Treasury, U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law; or (j) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act or applicable U.S. Department of the Treasury rules promulgated under the Office of Foreign Assets Control unless exempted by statute. LICENSEE FURTHER ACKNOWLEDGES AND AGRESS THAT: the Licensor may or may not pre-screen Licensee’s Content, and that the Licensor and its designees shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or remove any Content that is transmitted through any Licensor Application. LICENSEE FURTHER ACKNOWLEDGES, AGREES, AND CONSENTS that the Licensor may access, preserve and/or disclose Licensee’s account information and Licensee Content, if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Licensee Content violates the rights of third parties; (iv) respond to Licensee’s requests for customer service; or (v) protect the rights, property or personal safety of the Licensor, their broadcasters and the public.
- International Use and Export and Import Compliance. Licensee agrees to comply with all local rules regarding acceptable Content. Use of the Licensor Applications and transfer, posting and uploading of software, technology, and other technical data, if any, via the Licensor Application may be subject to the export and import laws of the United States and other countries. Licensee agrees to comply with all applicable export and import laws and regulations, including without limitation the Export Administration Regulations (see http://www.access.gpo.gov/bis/ear/ear_data.html) and sanctions control programs of the United States (see http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Licensee represents and warrants that Licensee is not a prohibited party identified on any government export exclusion lists (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations.
- Additional Provisions Pertaining to Licensor Applications.
- Modifications to the Licensor Application. Licensee may, from time to time, request that Licensor incorporate certain features, enhancements or modifications into the Licensor Application. Licensor may, in its sole reasonable discretion, undertake to incorporate such changes. All such features, enhancements or modifications, including without limitation, error corrections, bug fixes, patches, or updates to the Licensor Application shall be the sole property of Licensor, excepting only Licensee’s name, logo, and trademarks.
- Copies. Except as specifically set forth herein, no software or related documentation which is provided by Licensor pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without Licensor's prior written consent. If applicable, additional copies of printed materials may be obtained from Licensor; and any software provided in machine readable form may not be copied by Licensee in whole or in part, except for Licensee's backup or archive purposes approved in writing by Licensor. Licensee agrees to maintain appropriate records of the number and location of any copies of software provided, and make such records available upon Licensor's request. Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of the Licensor Application in the same form and manner that such copyright and other proprietary notices are originally included on the Licensor Application or the software of which it is comprised.
- Post-Termination Rights.
- Upon the termination or expiration of this Agreement, as applicable, all rights and licenses granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor, and Licensee shall discontinue all use of the Licensor Application and services. Upon the termination of this Agreement, Licensor may require that the Licensee transmit to Licensor, at no cost to Licensor, all materials relating to the Licensor Application or services, including any code.
- Licensee agrees that upon and after the termination of this Agreement Licensor may continue to distribute, publicly display, communicate to the public, publicly perform (including by means of a digital audio transmission), and otherwise use and exploit media content of Licensee on Licensor’s Licensor Application, which content had been downloaded prior to termination of the Agreement through the Licensor Application or services in accordance with Licensor’s rights hereunder; provided, however, Licensor shall have the right to discontinue certain features of the Licensor Application at its sole discretion. All rights granted to Licensor in Section 3(c) herein to use Licensee’s trademarks, branding materials, and website links in connection with the Licensor Application and Licensor’s customization of the Licensor Application shall survive the termination and/or expiration of this Agreement solely for the purpose of the foregoing sentence; provided, however, that Licensor shall conspicuously mark with and identify on the Licensor Application that all Licensee Content is a copyright of Licensee.
- Marketing of the Licensor’ Services. As sole consideration for receipt of the services hereunder, Licensee shall market and promote the Licensor’s services to its listeners on a regular basis online, on-air, and social networking sites, if any, provided that such marketing and promotion is not in violation of any law. At the request of Licensor, Licensee shall submit proof of such marketing and promotional efforts within ten (10) business days after such request. Failure to provide proof of performance shall constitute a material breach of this Agreement and may result in termination of the Agreement.
- Amendment. Licensee acknowledges and agrees that Licensor may modify or amend from time to time the terms of this Agreement unilaterally, without Licensee’s consent but with prior notice as set forth in this paragraph. Notice of such modifications or amendments will be provided by posting the effective date of the modified or amended Agreement on the online account Licensee used to sign up for Licensor’s services, which shall not be less than thirty (30) days after such posting. Continued use of Licensor’s Application shall constitute Licensee’s consent to such modifications, and such modifications or amendments shall be binding upon Licensee. If the modified or amended Agreement is not acceptable to Licensee, Licensee’s only recourse is to cease using Licensor’s Application and to terminate this Agreement.
- Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association of the United States, said arbitration to be held in Washington, D.C., unless another place is mutually agreed upon by the Parties. The costs of the arbitration shall be divided evenly between the Parties during the arbitration proceeding. Judgment upon any award reached by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, nothing herein shall preclude a party from seeking equitable remedies in aid of arbitration from a court of appropriate jurisdiction. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND BOTH PARTIES AGREE THAT THE VENUE OF ANY LITIGATION SHALL BE IN THE DISTRICT OF COLUMBIA AND HEREBY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE DISTRICT OF COLUMBIA.
- Indemnification. Licensee shall indemnify, defend and hold harmless the Licensor, and their respective officers, directors, employees, affiliates, subsidiaries, agents, successors and assigns, from and against any liability, claim, suit, proceeding, demand or action and any damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorneys’ fees and costs) arising out of or relating to (a) the Licensee Content (including, without limitation, third party infringement claims), (b) Licensee’s conduct in the performance of Licensee’s obligations under this Agreement, or (c) any breach by Licensee of any warranty or representation made by Licensee in this Agreement.
- WARRANTY DISCLAIMER; AS-IS. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF ANY LICENSOR APPLICATION IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR APPLICATION, AND ANY SERVICES SUBJECT TO THIS AGREEMENT ARE PROVIDED BY LICENSOR ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSOR APPLICATION, AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AUDIONOW DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE LICENSOR APPLICATION, THAT THE FUNCTIONS CONTAINED IN THE LICENSOR APPLICATION, OR SERVICES HEREUNDER WILL MEET LICENSEE’S OR ANY THIRD PARTY’S REQUIREMENTS, THAT THE OPERATION OF THE LICENSOR APPLICATION, OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSOR APPLICATION, OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR OR ANY OF THEIR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE LICENSOR APPLICATION, OR THE SERVICES PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. In addition to, and without limiting the foregoing, the Licensor shall not be responsible or liable to Licensee, and without any obligation to indemnify or defend Licensee, for the failure of the Licensor to transmit any Content for reasons directly or indirectly related to (1) technical problems with the Licensor Application, (2) notices or demands received by the Licensor from a third party regarding alleged infringement of that party’s rights, including copyrights, by the use or transmittal of any Content, (3) notices or demands received by Licensor from any government or public authority or entity relating to any Content, or (4) the occurrence of any conditions beyond the Licensor’ control such as, but not limited to, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, failure of suppliers, subcontractors or carriers, war, strikes, fires, floods, acts of God, and such failure shall not be deemed a breach of this Agreement.
- Limitation of Liability. NO PARTY SHALL BE LIABLE TO THE OTHERS FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS OR GOODWILL) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER EVEN IF THE PERSON WAS ON ACTUAL OR CONSTRUCTIVE NOTICE OF SUCH DAMAGES.
- Governing Law and Principles of Construction. This Agreement shall be governed and construed in accordance with the laws of the District of Columbia. If any clause, provision, or section of this Agreement is ruled invalid, unenforceable, or otherwise limited by any court of competent jurisdiction or other governmental regulatory agency, such invalid, unenforceable, or limited clause, provision, or section shall, if possible, be replaced by a valid and enforceable clause, provision, or section which most closely reflects the intent of the Parties. The invalidity of such clause, provision, or section shall not affect any of the meanings of the other provisions hereof, and the remainder of this Agreement shall be enforced to the fullest extent permitted by law. Paragraphs 7, 10, 13, 14, 15, and 16, and any other provision which by its terms is intended to remain effective, shall survive the expiration or termination, for any reason, of this Agreement.
- Assignment; Binding Nature. This Agreement may not be assigned by Licensee without the prior written consent of the Licensor. Licensor shall have the right to assign its rights under this Agreement in its discretion. This Agreement shall be binding upon the Parties and their respective successors and assigns, as applicable.
- Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.