MEMOIR LICENSE AND COLLECTION AGREEMENT

This MEMOIR LICENSE AND COLLECTION AGREEMENT (this “Agreement”) governs the collection and licensing of your (“You” or “Your”) Memoir (“Memoir”) in the U.S. Naval Institute Memoir Collection (“Memoir Collection”) currently located on the U.S. Naval Institute’s website (and which may be located in one or more successor websites or otherwise in electronic form) (collectively the “Site”) provided by the U.S. Naval Institute (“USNI”).

1. Acceptance of Terms and Conditions.

In order for your Memoir to be included in the Memoir Collection, you will acknowledge your acceptance of and agree to be bound and to abide by the Terms and Conditions contained in this Agreement. If you do not want to agree to these Terms and Conditions, you cannot include your Memoir in the Memoir Collection.

2. License Grant; Ownership of and Rights to your Memoir.

In consideration of USNI agreeing to include your Memoir in the Memoir Collection pursuant to the terms of this Agreement, you hereby grant to USNI a non-exclusive, perpetual, worldwide right and license, at no cost to USNI, to: (i) display and transmit the full text of your Memoir on the Site; (ii) print, publish, license, sublicense and/or distribute, in any form and in any media, portions, but not all, of your Memoir; and (iii) reproduce and create derivative works based upon and containing portions, but not all, of your Memoir. For purposes of your license grant to USNI, “Memoir” shall refer to your Memoir in its complete, condensed, and abridged versions. While you are granting this license to USNI, you remain the author and owner of your Memoir.

You hereby grant to USNI the non-exclusive, perpetual, worldwide right, without compensation, to use your name, voice and likeness as part of and/or in connection with the inclusion, display and/or transmission of the entire Memoir as part of the Memoir Collection and in connection with USNI’s right to print, publish, license, sublicense and/or distribute, in any form and in any media portions, but not all, of your Memoir. USNI has the right to add its own name, trademarks, service marks and/or trade names to the Memoir under this Agreement.

3. Your representations and warranties

You understand that it is USNI’s policy to respect the intellectual property rights of others and to strictly comply with copyright and other intellectual property laws. You represent and warrant to USNI that: (i) your Memoir is factual and accurate to the best of your recollection; (ii) your Memoir will not infringe any copyright or other proprietary right of any third party; (iii) your performance of all the Terms and Conditions of this Agreement and your license grant to USNI will not breach any intellectual property right, obligation of confidentiality, trade secret right or similar agreement with or obligation to any other individual or entity; (iv) your Memoir does not contain any material that is scandalous, libelous, obscene, an invasion of privacy, or otherwise unlawful; (v) your Memoir is wholly original with you and reflects your best recollection of the events described therein; (vi) your Memoir does not personally attack any individual, living or deceased; (vii) your Memoir does not speak on any subject with malicious intent; and (viii) your Memoir does not contain any classified material or material that otherwise may not lawfully be published. You understand and acknowledge that USNI will not make an independent investigation of the representations and warranties set forth above, and will rely entirely upon your representations, warranties and due diligence.

4. Acceptance of your Memoir.

USNI agrees to include your Memoir in the Memoir Collection on the Site within ninety business days of its submission, subject to your acceptance of the Terms and Conditions of this Agreement. USNI shall have the right to remove your Memoir from the Memoir Collection, in its sole judgment, at any time, without notice, for any reason. USNI reserves the right to edit your Memoir and, in addition, to remove any material in the Memoir deemed by USNI at its sole discretion  to be offensive, inaccurate, or otherwise inappropriate.

If you wish to edit your Memoir after it appears in the Memoir Collection, you must submit a written request to USNI detailing the edits you wish to make and the reasons for your edits. Permission to edit your Memoir once it is in the Collection is at the sole discretion of USNI.

Written requests to edit your Memoir can be made to [email protected].

5. Indemnification and release.

With the exception of Losses that are caused by breach of this Agreement by USNI, you agree to indemnify and hold harmless USNI and its members, officers, directors, employees and agents (collectively, “USNI Parties”) from and against any breach of the representations or warranties set forth above, and all third party claims, demands, liabilities, judgments, losses, damages, fines, penalties and costs (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or suffered by USNI Parties arising from a claim that your Memoir infringes or misappropriates any copyright, patent, trademark, trade secret, right of publicity or other right of any individual or entity (each an “Indemnifiable Claim”) or arising from a claim that Your Memoir violates any law or regulation. In the event of an Indemnifiable Claim, USNI shall have the option of retaining counsel and directing the defense of the Indemnifiable Claim, or tendering the defense to you to handle, in either case at your expense. Further, you release all USNI Parties from any and all Losses arising out of or in connection with the use of your Memoir, including but not limited to any claims for copyright infringement, defamation, invasion of privacy or right of publicity.

6. Limitation of Liability.

USNI AND ITS LICENSORS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE SITE, OR THE SERVICES, PRODUCTS, AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR USNI HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Miscellaneous.

You agree that your actions in connection with the Site, the Memoir Collection, or your Memoir are not in furtherance of (a) any illegal or unauthorized purposes that violate any local, national, or international laws (including to import, export, copyright, and trademark laws or any laws relating to the classification of material by the United States Government); (b) modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any portion of the Site, including the services, products, and other materials on, in and made available through the Site; (c) attempting to gain unauthorized access to USNI’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site, or the services, products, and other materials on, in and made available through the Site; or (d) removing, circumventing, disabling, damaging or otherwise interfering in any way with any security-related features of the Site aimed at preventing or restricting the unauthorized use of the Site, or the services, products, and other materials on, in and made available through the Site.

Either Party may assign this Agreement without consent of the other Party. This Agreement shall be binding upon the parties hereto and their executors, administrators, licensees, heirs, successors and assigns.

This Agreement represents the entire agreement between you and USNI with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and shall be governed by the laws of the State of Maryland, without regard to its conflict of laws principles, as to both interpretation and performance; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW.

By clicking to agree to the Terms and Conditions and submitting your Memoir for acceptance in the Memoir Collection, you consent to submit any dispute arising out of or in connection with this Agreement to be settled by arbitration in the City of Annapolis, Maryland. Arbitration proceedings shall be conducted by a sole arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association current at the time when the arbitration proceedings are commenced and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.


 
 

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