Version October, 6 2023
PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE CLICKING THE “ACCEPT” BUTTON OR USING THE VIDEOS ACCOMPANYING THIS LICENSE (THE “VIDEOS”). BY CLICKING THE “ACCEPT” BUTTON OR USING THE VIDEOS, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE “ACCEPT” BUTTON OR USE THE VIDEOS.
PLEASE READ THIS LICENSE CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
1. General. The Videos are licensed, not sold, to You by Marian University, Inc. (“Marian University”) for use strictly in accordance with the terms and conditions of this License.
2. License Grant; Restrictions on Use; Other.
2.1 License Grant. Marian University grants You a revocable, non-exclusive, non-transferable, limited right to access and use the Videos strictly in accordance with the terms and conditions of this License.
2.2 Restrictions on Use. You shall not: (a) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Videos; (b) violate any applicable laws, rules or regulations in connection with Your access to or use of the Videos; (c) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Marian University or its affiliates, partners, suppliers, or licensors of the Videos; (d) use the Videos for any purpose for which they are not designed or intended; or (e) use the Videos for creating a product or service that is, directly or indirectly, competitive with or in any way a substitute for any product or service offered by Marian University or its affiliates.
3. Intellectual Property Rights.
3.1 Rights to Videos. You acknowledge and agree that the Videos and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Marian University or its suppliers (to the extent third party materials are contained therein). Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Videos by implication, estoppel or other legal theory, and all rights in and to the Videos not expressly granted in this License are hereby reserved and retained by Marian University.
3.2 Marian University’s Marks. You are not authorized to use the trademarks of Marian University or its affiliates in any advertising, publicity or in any other commercial manner without the prior written consent of Marian University, which may be withheld for any or no reason.
3.3 Infringement Acknowledgement. You and Marian University acknowledge and agree that, in the event of a third party claim that the Videos or Your use of the Videos infringes any third party’s intellectual property rights, You will promptly notify Marian University in writing of such a claim.
4. Restriction on Transfer. You may not rent, lease, lend, sublicense or transfer the Videos, this License, or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect.
5. Use of Information.
5.1 Consent to Use Information. You hereby authorize and consent to the collection, storage and use, by Marian University and its affiliates, partners and agents, of any information or data that You provide to Marian University and any information and data related to or derived from Your use of the Videos (“Information”).
6. Third Party Content and Services.
6.1 General. You acknowledge that the Videos may refer to or permit access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors, and other third parties (“Third Party Content and Services”).
6.2 Disclaimer. You acknowledge that Marian University does not investigate, monitor, represent, or endorse the Third Party Content and Services (including any third party websites available through the Videos). Furthermore, Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and Marian University and its affiliates, partners, suppliers, and licensors shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. Marian University and its affiliates hereby disclaim any representation, warranty or guaranty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Content and Services. You acknowledge and agree that You are not being granted a license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein. You acknowledge and agree that reference to or provision of access to Third Party Content and Services shall not constitute or imply any endorsement by Marian University or its affiliates of such Third Party Content and Services.
7. Term and Termination.
7.1 Term. This License shall be effective until terminated.
7.2 Termination. If You fail to comply with any terms and conditions of this License, then Marian University may, in its sole and absolute discretion, (i) suspend or terminate this License and the rights afforded to You hereunder upon notice to You, and (ii) pursue all available legal and equitable remedies. Upon the termination of this License, You shall cease all use of the Videos.
8. Disclaimer of Warranties. YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE VIDEOS IS AT YOUR SOLE RISK. THE VIDEOS, AND ACCESS TO ANY THIRD PARTY CONTENT AND SERVICES, IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MARIAN UNIVERSITY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE VIDEOS WILL BE UNINTERRUPTED, ERROR FREE, OR VIRUS FREE, OR THAT THE VIDEOS WILL MEET YOUR REQUIREMENTS. IN ADDITION, NO WARRANTY IS MADE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE VIDEOS, OR AS TO THE QUALITY, RELIABILITY, OR CONTENT OF ANY PRODUCT, SERVICE, OR INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE VIDEOS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MARIAN UNIVERSITY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES; AND (ii) ANY WARRANTIES OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS OR INFORMATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. MARIAN UNIVERSITY DOES NOT GUARANTEE AND MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING OUR ABILITY TO PREVENT UNAUTHORIZED ACCESS OF OR TAMPERING WITH THE VIDEOS OR INFORMATION ACCESSIBLE THROUGH THE VIDEOS. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET OR ACCESSIBLE THROUGH THE INTERNET IS NEVER COMPLETELY SECURE.
9. Limitation of Liability. NEITHER MARIAN UNIVERSITY NOR ANY OF ITS TRUSTEES, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, CUSTOMERS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, “MARIAN UNIVERSITY ASSOCIATES”) WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ATTORNEYS’ FEES, REGARDLESS OF THE SOURCE OF THE CLAIM AND EVEN IF MARIAN UNIVERSITY OR THE MARIAN UNIVERSITY ASSOCIATE HAS BEEN INFORMED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL MARIAN UNIVERSITY’S AGGREGATE LIABILITY UNDER THIS LICENSE EXCEED THE AMOUNT YOU PAID FOR THE VIDEOS THAT ARE THE SUBJECT OF THE CLAIM. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER MARIAN UNIVERSITY NOR ANY MARIAN UNIVERSITY ASSOCIATE IS LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. CESSATION OF YOUR USE OF THE VIDEOS IS YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH MARIAN UNIVERSITY.
10. Indemnification. You shall indemnify, defend and hold harmless Marian University, its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of the Videos or Third Party Content and Services; (ii) Your breach of this License; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any expiration or termination of the License.
11. Compatibility. Marian University does not warrant that the Videos will be compatible or interoperable with any hardware, software, equipment or device. You acknowledge and agree that Marian University and its affiliates, partners, suppliers and licensors shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
12. Product Claims. You acknowledge that You (not Marian University) are responsible for addressing any third party claims relating to Your use of the Videos, and agree to notify Marian University of any third party claims relating to the Videos of which You become aware. Furthermore, You hereby release Marian University and its affiliates from any liability resulting from Your use of the Videos, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Videos fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
13. Miscellaneous.
13.1 Governing Law. This License shall be governed and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws provisions. All disputes shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The parties shall appoint a mutually agreeable arbitrator. In the event the parties are unable to agree to a single arbitrator, the dispute shall be submitted to a panel of three (3) arbitrators. Each party shall appoint an arbitrator and the two arbitrators so appointed shall then select a third arbitrator. The arbitrators shall apply applicable federal laws and regulations and the laws of the state of Indiana, and shall not use equitable or other principles which would permit the arbitrator to ignore the law. The sole and exclusive location for any arbitration shall be in Indianapolis, Indiana. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered in a court of competent jurisdiction. The prevailing party in any such arbitration shall be entitled to collect from the non-prevailing party all costs of the arbitration, including reasonable attorneys’ fees. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis, or on a basis involving claims brought in a purported representative capacity on behalf of others. Nothing in this Section shall limit the right of any party to obtain from a court provisional or ancillary remedies such as, but not limited to, injunctive relief, before, during or after the pendency of any arbitration, or in lieu of such proceedings. The parties agree that any dispute arising under or related to this License that is excluded from arbitration for any reason shall be subject to the exclusive jurisdiction of the appropriate state or federal court in Indianapolis, Indiana and each party consents to the jurisdiction of such court in any such action or proceeding and waives any objection to such venue. TO THE FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR CONSIDERATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS LICENSE. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13.2 Severability. If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.
13.3 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
13.4 Export Control. You may not use or otherwise export or re-export the Videos except as authorized by United States law and the laws of the jurisdiction(s) in which the Videos was obtained. You represent and warrant that You are not (x) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (y) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that You will not use the Videos for any purposes prohibited by applicable law.
13.5 Survival. The following sections of this License and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12, and 13.
13.6 Assignment. You shall not assign this License or any rights or obligations herein without the prior written consent of Marian University and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. This License shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
13.7 Entire Agreement. This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Videos licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
13.8 Notices. Any notices required or permitted hereunder shall be deemed to have been given if in writing and delivered personally, sent by overnight delivery or by first class, registered, or certified mail, postage prepaid and addressed to the receiving party at its address set forth above (or to such other address as may be notified from one party to the other following the same notice procedures). Licensee shall send a copy of all such notices to the following: Marian University, Inc., 3200 Cold Springs Road, Indianapolis, IN 46222.
14. Copyright Notice. The Videos are Copyright © Marian University, Inc. 2023. All rights reserved.