This License Agreement (the “License”), effective as of the date below, is made by and between the individual or entity identified below (“Licensor”) and the American Thoracic Society (“ATS”) (each a “Party,” and collectively the “Parties”).
WHEREAS, Licensor owns and controls all right, title and interest in and to the work specified below (the “Work”); and
WHEREAS, Licensor and the ATS agree that the ATS shall have a license in and to the Work;
NOW THEREFORE, in consideration of the foregoing and the mutual promises contained in this License, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Licensor hereby grants to the ATS a non-exclusive, irrevocable, worldwide license to use, produce, publish, modify, create derivative works from, reproduce, distribute, and/or sublicense the Work, and to do so in print, electronic, or any other media whether now known or hereafter developed. The Parties understand that this license does not transfer ownership to the ATS and does not prohibit Licensor from using the Work in the future in Licensor’s professional or personal work. Licensor agrees that the ATS is under no further obligation, monetary or otherwise, to Licensor for such license.
- Licensor represents and warrants that the Work is the Licensor’s own original work; that the Work does not infringe any intellectual property rights (including but not limited to any copyrights), or violate any proprietary or personal rights (including but not limited to privacy rights) of any third party; that Licensor has obtained all necessary written permissions from any persons who are depicted in the Work or whose proprietary materials are included in the Work, and will provide copies of such written permissions to the ATS upon request; that the Work contains no misrepresentation of fact, and no matter libelous or otherwise unlawful content; that the Licensor has full power to grant this License; and that there are no rights outstanding which would diminish, encumber, or impair the full enjoyment or exercise of the rights granted herein to the ATS.
- Licensor shall indemnify and hold harmless the ATS, its directors, officers, employees, agents, successors, assigns, and licensees, from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising out of Licensor’s breach of the representations and warranties herein, or otherwise resulting from Licensor’s action or omission.
- This License will benefit and bind the Parties and their respective successors, assigns and licensees. This License contains the entire agreement between the Parties relating to the license of the Work and supersedes any previous communications, representations, or agreements, verbal or written, relating to the subject matter of this License. This License may only be amended by a writing signed by both Parties.