Visual Agilexicon® License Agreement (Version 1.1)
THE VISUAL AGILEXICON® (“VAL” AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS LICENSE (“LICENSE”). THE VAL IS PROTECTED BY COPYRIGHT AND OTHER APPLICABLE LAW. ANY USE OF THE VAL OTHER THAN AS AUTHORIZED UNDER THIS LICENSE OR COPYRIGHT LAW IS PROHIBITED.
a. “Distribute” means to make available to the public copies of the VAL through Permitted Uses.
b. “Licensor” means Kenneth S. Rubin and Innolution, LLC.
c. “Presentation” means a series of slides in PowerPoint, Keynote, or a similar presentation format that includes one or more elements of the VAL.
d. “Reproduce” means to make copies of the VAL in either digital (e.g., PDF format) or print (e.g., printed handouts of Presentations) formats.
e. “VAL” means the proprietary creative expression and works owned by Licensor that is available on the Innolution.com website under the name “Visual AGILExicon®” (or as rebranded from time to time in Licensor’s sole discretion) that are offered under the terms of this License. The VAL includes both individual icons and pictures composed from these icons (whether such pictures are provided on Innolution.com or created by You as authorized in Section 3), in all media and formats whether now known or hereafter devised.
f. “You” (or “Your”) means an individual or entity exercising rights under this License who has not previously violated the terms of this License with respect to the VAL.
2. License Grant. Subject to the terms and conditions of this License, Licensor hereby grants You a worldwide, royalty-free, personal, non-exclusive, non-transferable, non-sublicensable license to reproduce, display and use the VAL for the Permitted Uses (as defined below).
3. Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are the Permitted Uses of the VAL:
a. Inclusion in Presentations delivered internally to Your organization or company.
b. Inclusion in Presentations delivered to third parties or in a public forum as part of a commercial or non-commercial transaction (e.g., delivering a Presentation as part of a training class or delivering a presentation at a conference).
c. Reproduction and delivery of handouts of Presentations in support of Sections 3(a) and 3(b).
d. Combining individual VAL icons or pictures in order to derive new pictures, subject to the limitations described in Section 4 (Prohibited Uses) and Section 5 (Ownership and Copyright Notices).
e. Inclusion of VAL on your Intranet, internal portal, or other internally only accessible electronic medium (collectively referred to as “Intranet”). Such Intranet or portal may not be accessible to the general public. For clarity, You cannot place the VAL on the publicly accessible part of your website.
f. Any other uses approved in writing from Licensor to You.
If there is any doubt that a proposed use is a Permitted Use, You must contact Licensor for permission.
4. Prohibited Uses. You may not use the VAL in any way that is not expressly permitted in Paragraph 3. By way of illustration, You may not:
a. Modify individual VAL icons or modify VAL pictures provided on Innolution.com or otherwise provided by Licensor, except for reformatting them for use in Permitted Uses described above. This means that while you may combine icons to form pictures under Section 3(d), you must maintain the individual icons in substantially exact depictions of their original form and appearance.
b. Use the VAL in a fashion that is considered by Licensor (acting reasonably) to be immoral, infringing, defamatory or libelous in nature or would cause Licensor or the VAL to be viewed in disrepute.
c. Use the VAL in a fashion that would indicate Licensor endorses the content of Your Presentation or Intranet.
5. Ownership and Copyright Notices. The VAL is the exclusive property of Licensor. Any authorized pictures that You create pursuant to Section 3(d) are derivative works, and the intellectual property rights in such pictures are also owned by Licensor (and licensed to You under the terms of this Agreement). To the extent ownership of such derivative works are not owned by Licensor, You hereby assign all such rights to Licensor upon creation. Elements of the VAL may include copyright notices and other proprietary legends of Licensor and You agree to not remove, efface or obscure any such copyright notices or other proprietary notices or legends from any VAL materials provided hereunder.
6. Inclusion of Licensor Copyright Slide in Presentations. You agree to include a Licensor Copyright Slide or similar Licensor-approved statement of attribution in every Presentation and printed copy of a Presentation that includes any VAL. Licensor shall provide the content and title for the Licensor Copyright Slide and You shall include the content and title unaltered in a conspicuous place within the Presentation. Licensor may update the content of the Licensor Copyright Slide from time to time and you agree to update in a timely manner the content of Your Presentations to include the then-current version of the Licensor Copyright Slide.
7. Inclusion of Attribution and Backlinks on Intranet. If you use any of the VAL on your Intranet, You agree to include on the main page where VAL materials are being used:
a. The following text: “The Visual AGILExicon® is a trademark of Innolution, LLC and Kenneth S. Rubin. The Visual AGILExicon is used and described in the book: Essential Scrum: A Practical Guide to the Most Popular Agile Process. You can learn more about the Visual AGILExicon and permitted uses at: http://innolution.com/resources/val-home-page” The URL in the text must be an active backlink to the Innolution.com website.
b. A picture of the Essential Scrum book cover (taken from the Innolution.com or Amazon.com website) that is at least 200x200 pixels in dimension. The book image must have link back to www.essentialscrum.com.
8. Infringement Enforcement. You will assist Licensor, to the extent necessary and at Licensor’s reasonable cost, to protect any of Licensor’s rights to the VAL, and Licensor, if it so desires and in its sole discretion. You must immediately notify Licensor in writing of any known or suspected infringements or imitations by others of the VAL of which You are aware. Licensor will have the sole right to determine whether or not any action will be taken on account of such infringements or imitations. You agree that You are not entitled to share in any proceeds received by Licensor (by settlement or otherwise) in connection with any formal or informal action brought by Licensor hereunder.
9. Representations, Warranties, and Disclaimers. UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING, LICENSOR OFFERS THE VAL AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE VAL, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO YOU.
10. Limitation on Liability; Indemnification. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE VAL, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You hereby agree to indemnify, defend, and hold Licensor, its shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from and against any and all losses, obligations, risks, liabilities, claims, suits, damages, settlements, compromises, judgments, awards and costs (including attorneys’ fees and expenses) (“Losses”) arising out of any and all claims, suits, actions, hearings, and proceedings, actually or allegedly arising out of, based upon, or relating to: (a) any breach by You of this Agreement; (b) any dispute between You and any third party; and (c) Your fraud, willful misconduct, negligence, or noncompliance with law (including infringement of third-party intellectual property rights). Under no circumstance shall You settle or compromise any claim, suit, proceeding, hearing, or action that is the subject of indemnification under this Section 8 without the prior written consent of Licensor. The indemnification hereunder will survive any expiration or termination of this Agreement.
11. Term. The term of this License is perpetual and shall continue until terminated as set forth herein.
12. Termination; Modification.
a. Termination by You. You can terminate this License by notifying Licensor in writing and complying with Section 12(d).
b. Termination by Licensor. Licensor reserves the right to terminate this Agreement at any time if Licensor reasonably concludes that the VAL is, may be, or has been determined by a court to be infringing third-party intellectual or other proprietary rights or if Licensor is subject to a change of corporate control. Licensor will notify You of any such termination and indicate the wind-down period You have to discontinue use of the VAL. Unless circumstances prevent it, Licensor will provide You with a reasonable wind-down period of at least thirty (30) calendar days.
c. Termination for Cause. This License terminates immediately without notice from Licensor if at any time You fail to comply with any of its terms.
d. Effect of Termination. Upon termination for any reason, You must as of the effective date of the termination (i) cease using the VAL and any VAL derivative works for any purpose; (ii) destroy or delete all copies and archives of the VAL and VAL derivative works and accompanying materials; and (iii) if requested, confirm to Licensor in writing that you have complied with these requirements.
e. Modification. Licensor also reserves the right to modify the License with thirty (30) days notice to You.
a. If any provision of this License is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
b. Any waiver or failure to enforce any provision of this License on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
c. This License constitutes the entire agreement between the parties with respect to the VAL licensed here. There are no understandings, agreements or representations with respect to the VAL not specified here. Licensor shall not be bound by any additional provisions that may appear in any communication from You.
d. This Agreement shall be construed and interpreted in accordance with the laws of the State of Colorado, whose courts will be the sole jurisdiction for any disputes, without giving effect to the conflict of laws provision thereof, as though all acts and omissions related to this Agreement occurred in the State of Colorado.
e. If you have concerns relating to this License, please contact Licensor at email@example.com.
f. By entering into this agreement You hereby grant Licensor the right to contact you via email from time-to-time on VAL-related matters.