Section 1.  Preliminary Terms.

(a) All licenses of Software by Licensor are subject to these Terms and Conditions.  By uploading your campaign to our website, Licensee agrees to be subject to these Terms and Conditions.

(b) Licensor may amend these Terms and Conditions from time to time, with or without notice.  The then-current Terms and Conditions shall apply to the use of the platform.

Section 2.  License.

(a) Licensor grants to Licensee a nontransferable and nonexclusive license to use the Software for uploading Upcycling campaigns.  Such license shall include the right to operate and perform the Software, but shall not include any right to copy (except as provided in Section 8), modify, market, sublicense or distribute the Software, to make the Software available to any other person, whether on a time-sharing basis or otherwise, or to create works derivative of the Software.

(b) The Software may be used only on the approved campaign.  No title or ownership of the Software or any part thereof will be transferred to Licensee.  Licensee acknowledges that Licensee is acquiring only a license to use the Software, and not any title to or ownership of the Software or any part thereof.

(c) The term of the license for each item of Software will continue until Licensor terminates the license as provided herein.  Licensor may terminate a license with respect to the Software if Licensor gives written notice to Licensee specifying any failure or default in the performance of any provisions of these Terms and Conditions, and Licensee fails to cure said failure or default to the reasonable satisfaction of Licensor within five (5) days after such notice .  Licensee shall, upon the termination of the license for any item of Software, immediately cease all use of the Software covered by such license and return to Licensor all materials and related documentation covered by such license. Licensee’s obligations with respect to Software under this Section 2 shall survive any termination of the license applicable to such Software.

Section 3. Patent and Copyright Indemnification.

(a) Licensor shall defend or, at its option, settle, any claim or proceeding brought against Licensee to the extent that it is based on an assertion that the Software infringes any United States patent, copyright, or trade secret right of any third party, and shall indemnify Licensee against all costs, damages and expenses finally awarded against Licensee which result from any such claim, provided that Licensor shall have no liability hereunder unless Licensee notifies Licensor promptly in writing of any such claim or proceeding and gives Licensor full and complete authority, information and assistance to defend such claim or proceeding, and further provided that Licensee gives Licensor sole control of the defense of any such claim or proceeding and all negotiations for its compromise or settlement.  Should any Software become, or in Licensor’s opinion be likely to become, the subject of a claim of infringement, Licensor shall have the right, at Licensor’s option and expense, (i) to procure for Licensee the right to continue using it; or (ii) to replace or modify it with a non-infringing version of substantial equivalent function and performance.

(b) Licensor shall have no liability or obligation to Licensee hereunder for any infringement based upon (i) the combination of a Licensor product with other products not produced by Licensor; (ii) the use of other than a current, unaltered version of the Software; or (iii) any use of Software in the practice of a process not specified by Licensor.  Licensor shall have no obligation for any costs incurred by Licensee without Licensor’s prior written authorization. In no event is Licensor liable for any damages, costs or other sums as a result of any claim or demand brought against Licensee based on the content of Licensee’s campaign pages hosted by Licensor’s platform. Further, Licensor shall in no way be liable, including but not limited to, any implied warranty (merchantability or commercial purpose).

Section 4.  Disclaimer of Warranty.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM OR SOFTWARE.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR TORT DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 5.  Proprietary Rights; Nondisclosure by Licensee.

(a) Licensee acknowledges that all title and interest, including all patents, copyrights and trade secret rights, in the Platform/Software are the exclusive property of Licensor or its Licensor.  Licensee further acknowledges that Proprietary Material is proprietary and a trade secret of Licensor.  Licensee agrees neither to do nor to permit any act which may in any way jeopardize or be detrimental to the validity of Licensor’s patent, copyright, trade secret or other rights in the Software or other Proprietary Material.

(b) Licensee shall use its best efforts to maintain the confidentiality of Proprietary Material and to protect Licensor’s patents, copyrights and trade secrets, including taking such steps as Licensee takes to protect its own patents, copyrights and trade secrets.

(c) Proprietary Material is provided for use only on the Designated System and may not be copied, except that one copy of the Software may be made for back up purposes for use on the Designated System.  The back up copy must include Licensor’s patent, copyright and proprietary rights notices and all labels or other features that disclose the Software name and Licensee’s site and designated system.

(d) Licensee’s obligations here to protect the confidential and proprietary nature of Proprietary Material under this Section 5 shall survive any termination or expiration of a license for any reason.