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PodCamp Foundation License

Page history last edited by Christopher Penn 11 years ago
PodCamp Foundation License

The PodCamp Foundation Inc. encourages anyone and everyone to host a PodCamp Event.  In order to maintain the quality and feel of the event in each location, it’s important that everyone understands the basic ground rules of what a PodCamp is and is not.  The license agreement below is required to be signed by the organizers of any proposed PodCamp event.  This document outlines the basic PodCamp rules and obligations of organizers, as well as the assistance that is available to organizers by the growing number of people who have organized and participated in PodCamp Events.

There are 6 main rules which govern what may or may not be called a PodCamp. Your planned event must meet all 6 requirements in order to be called a PodCamp.

 

1.    All attendees must be treated equally. Everyone is a rockstar.  Likewise, registration should be open to the public and unrestricted, subject only to limitations of space. 

2.    All content created in and around the event must be released under a Creative Commons license: http://creativecommons.org/licenses/by-nc-sa/3.0/.  This means that any recordings, video, pictures, podcasts, written documents, promos, and the like prepared for or recorded at the event must be licensed under the creative commons license.  The Creative Commons License 3.0 is incorporated by reference.

3.    All attendees are PARTICIPANTS. They are encouraged to lead sessions, speak on existing sessions, and contribute to the overall event experience. Organizers must make every possible concession to create an open speaking schedule, suitable for spontaneous participation. Everyone must be allowed to participate. (Subject to limitations of physical space and time, of course).  This means that the speaker’s list must allow open registration and must not restrict who is allowed to speak.  

4.    All sessions must obey the Law of 2 Feet - if you're not getting what you want out of the session, you can and should walk out and do something else. It's not like you have to get your money's worth!

5.    The event must be new-media focused - blogging, podcasting, video on the net, social media and any other new media formats.

6.    The financials of a PodCamp, including details about sponsorship money and how said funds were used, must be fully disclosed in an open ledger, to the PodCamp Foundation.  

The detailed agreement below was drafted by our lawyers.  We know it’s a pain, but everyone needs to understand the “ground rules” of PodCamp, and these pencil pushers assure us that it’s necessary to make sure everyone is happy and treated fairly.  If you find a problem or something you don’t understand, we’ll be happy to let you talk to them and they promise to speak real English and make sure you’re comfy before signing the thing and agreeing to the terms of this license.

 

PodCamp Foundation License Agreement

Whereas ______________(you) the Licensee, of _____________________ (contact information) wishes to host a new media conference under the PodCamp name;

Whereas The PodCamp Foundation, the Licensor, a Delaware Corporation, is the owner of certain copyrights and trademarks including, but not limited to, the terms “PodCamp”, “PodCamp The New Media Community UnConference”, associated artwork, logos and other related materials;

Now, therefore, in exchange of  _____________ (licensing fee if any goes here), mutual covenants and promises herein contained and other good and valuable consideration, the parties agree as follows:

 1.    DEFINITIONS

 Certain terms used in this agreement shall be defined as follows:

a. "Licensed rights" shall mean all PodCamp Foundation intellectual property, including but not limited to copyrights and trademarks that are currently registered or are contemplated to be registered with the US Patent and Trademarks Office in the names of Licensors; any divisions or continuations in whole or in part thereof; any U.S. or foreign trademark, patents or applications that are later added to this license; any trademarks or patents issuing on any of such applications; any reissues or extensions or reexaminations of any such patents; and any foreign trademark, patent , or  application for same corresponding to any of the U.S. trademarks, patents or applications for same included in the "licensed rights."

b.   "Adaptation" means a work based upon the Work, or upon the Work and other pre-existing works, such as a translation, adaptation, derivative work, arrangement of music or other alterations of a literary or artistic work, or phonogram or performance and includes cinematographic adaptations or any other form in which the Work may be recast, transformed, or adapted including in any form recognizably derived from the original, except that a work that constitutes a Collection will not be considered an Adaptation for the purpose of this License. For the avoidance of doubt, where the Work is a musical work, performance or phonogram, the synchronization of the Work in timed-relation with a moving image ("synching") will be considered an Adaptation for the purpose of this License.

   c."Collection" means a collection of literary or artistic works, such as encyclopedias and anthologies, or performances, phonograms or broadcasts, or other works or subject matter other than works listed in Section 1(g) below, which, by reason of the selection and arrangement of their contents, constitute intellectual creations, in which the Work is included in its entirety in unmodified form along with one or more other contributions, each constituting separate and independent works in themselves, which together are assembled into a collective whole. A work that constitutes a Collection will not be considered an Adaptation (as defined above) for the purposes of this License.

   d. "Distribute" means to make available to the public the original and copies of the Work or Adaptation, as appropriate, through sale or other transfer of ownership.

   e. "License Elements" means the following high-level license attributes as selected by Licensor and indicated in the title of this License: Attribution, Noncommercial, ShareAlike.

   f. "Licensor" means the individual, individuals, entity or entities that offer(s) the Work under the terms of this License.

   g. "Original Author" means, in the case of a literary or artistic work, the individual, individuals, entity or entities who created the Work or if no individual or entity can be identified, the publisher; and in addition (i) in the case of a performance the actors, singers, musicians, dancers, and other persons who act, sing, deliver, declaim, play in, interpret or otherwise perform literary or artistic works or expressions of folklore; (ii) in the case of a phonogram the producer being the person or legal entity who first fixes the sounds of a performance or other sounds; and, (iii) in the case of broadcasts, the organization that transmits the broadcast.

h. “PodCamp” means the contemplated event(s), conference, meet-up or other group gathering for the purposes of sharing and discussing information related to new media, including any related social events, regardless of purpose;

i. “New Media” includes, but is not limited to, blogging, podcasting, video blogging, video on the net, audio, photography or video recording produced with the intent to distribute same over the internet, and other forms of new and social media communications;

j. “New Media Community UnConference” means a group gathering, with no entrance fee that allows individuals to freely register, attend, and present their ideas and opinions to others as time and space allow, with no restriction being made as to content, experience, worthiness, or other judgments as to quality of content, save for reasonable restrictions on commercial presentations;

k. “Finances” include any and all funds raised, contributed or otherwise acquired, along with any receipts, bills, accounts, expenses, or other financial obligations of any sort related to the proposed and contemplated event;

l. “Sponsorship” includes any and all funds, material goods, exchange in kind, or other good and valuable consideration, including promotional agreements, marketing, flyers, promotional materials of any sort, hyperlinks, or other arrangements obtained from any party, accepted for the purpose of promoting, financing, expediting, funding, or otherwise supporting a PodCamp event, including but not limited to any persons, groups, companies, individuals or other entities that agree to provide a venue, service, product, money, donation of material goods, or other good and valuable consideration to the proposed event for any purpose whatsoever.

m. “Registration” means the process of taking the names or other identifying information, including but not limited to contact information of any kind, from individuals wishing to participate in any way, shape, or form in the proposed PodCamp event.

n. “Data Sharing” means the transmission of any information of any sort between organizers of the proposed PodCamp event and others, including the PodCamp Foundation, registrants, and any other person(s) or entities of any kind.

o. “Registrants”  are those individuals, groups, companies, or other entities that have completed a registration and intend by their actions to participate in a PodCamp event.

p. “Attendees” are those individuals who actually attend one or more PodCamp events or related events, including any or all social functions that occur in relationship to the proposed PodCamp event.

q. “Sponsors” are those individuals, companies, groups, or other entities of any kind who wish to and/or actually do exchange any funds, money, material goods, promises, promotional agreements, or any other good and valuable consideration for the purpose o supporting and promoting the proposed PodCamp event.

 r.  "Work" means the literary and/or artistic work offered under the terms of this License including without limitation any production in the literary, scientific and artistic domain, whatever may be the mode or form of its expression including digital form, such as a book, pamphlet and other writing; a lecture, address, sermon or other work of the same nature; a dramatic or dramatico-musical work; a choreographic work or entertainment in dumb show; a musical composition with or without words; a cinematographic work to which are assimilated works expressed by a process analogous to cinematography; a work of drawing, painting, architecture, sculpture, engraving or lithography; a photographic work to which are assimilated works expressed by a process analogous to photography; a work of applied art; an illustration, map, plan, sketch or three-dimensional work relative to geography, topography, architecture or science; a performance; a broadcast; a phonogram; a compilation of data to the extent it is protected as a copyrightable work; or a work performed by a variety or circus performer to the extent it is not otherwise considered a literary or artistic work.

   s. "You" means an individual or entity exercising rights under this License who has not previously violated the terms of this License with respect to the Work, or who has received express permission from the Licensor to exercise rights under this License despite a previous violation.

   t. "Publicly Perform" means to perform public recitations of the Work and to communicate to the public those public recitations, by any means or process, including by wire or wireless means or public digital performances; to make available to the public Works in such a way that members of the public may access these Works from a place and at a place individually chosen by them; to perform the Work to the public by any means or process and the communication to the public of the performances of the Work, including by public digital performance; to broadcast and rebroadcast the Work by any means including signs, sounds or images.

  u. "Reproduce" means to make copies of the Work by any means including without limitation by sound or visual recordings and the right of fixation and reproducing fixations of the Work, including storage of a protected performance or phonogram in digital form or other electronic medium.

2. Purpose.  The purpose of this license is to allow ______________(you) to organize a conference, using the name and trademark, PodCamp, and hereby agree to comply with the PodCamp Foundation licensing terms and conditions as detailed below.

3. Naming. PodCamp events should be named to reflect the community they serve, e.g. a locality or region.  The name of your PodCamp-New Media Unconference will be called PodCamp ____________________ (insert name here).  PodCamp events may not be named so as to promote any particular organizer, sponsor and/or any particular group, company or entity. By signing this license agreement, you agree to list and promote PodCamp ______________ on the PodCamp Foundation website located at www.podcamp.org.  Links to other PodCamp ________________ sites should be included in this posting. 

4.    Scheduling.  PodCamp _________________, hereinafter referred to as “your podcamp”, shall make every effort to be on a date that does not conflict with any other scheduled PodCamp.  

a.    PodCamp New Media UnConference events may not occur within a thirty (30) day time period of any other scheduled Podcamp.  Licenses will be granted on a first-come, first-served basis, at the sole discretion of the Foundation. PodCamp Events occurring on separate continents or outside of a 250 mile radius of any licensed PodCamp event may occur within the thirty (30) day specified time frame upon express approval of the Foundation, and any and all license(s) will be granted at the sole discretion of the Foundation.

b.    Once the venue for your PodCamp has been secured and the dates of your event have been confirmed, you, the licensee, are required to post said dates on the main PodCamp internet site, and are responsible for keeping this information up to date.  Should your event need to be rescheduled, it must comply with the 30 day, 250 mile rule of any other PodCamp event currently scheduled.  Any proposed PodCamp event violating this rule subjects itself to immediate revocation of said license in full.

5. Artwork, Logos, and Branding.  By convention, each PodCamp to date has incorporated the “Flaming RSS” logo into its own logo and branding, usually incorporating some element of local affiliation.  

a.    PodCamp Foundation hereby licenses and permits PodCamp ____________ to use the Flaming RSS logo, the PodCamp name, and associated logos, branding and trademarks for the use of PodCamp ______________ , and as part of the PodCamp ____________ logo.  The use or incorporation of the"Flaming RSS" logo is not specifically required in order to become a licensed PodCamp event.

b.    Podcamp _____________hereby permits and grants an unlimited perpetual license to Podcamp Foundation to maintain a copy of PodCamp ___________’s logo, branding, and any and all content produced at any Podcamp _______________ event or related event, as a permanent part of the PodCamp Foundation site, and use any such logo in its promotional material, photographs, written, audio, video, internet, social media, media and press kits, or any other such form or publication, whether currently in existence, or created at some point in the future, including any planned or contemplated future projects, whether such projects are non-profit or profit based enterprises.

6. Financing of PodCamp.  The terms of the PodCamp Foundation license requires that admission to any PodCamp event be free of charge.  PodCamp _________________ and its organizers specifically agree and warrant that no registration fee, entry fee, admission charge, or any other such charge, cost or fee shall be charged to any participant/attendee of the contemplated PodCamp ________________ event.

a.    Financing of all PodCamp Foundation events comes largely through donations and sponsorships.  By agreeing to become a PodCamp Foundation event, PodCamp ____________________ specifically agrees to abide by the terms set forth below concerning the financing of any PodCamp branded event:

i.    PodCamp ________________ is solely responsible for securing its own funding and financing for the proposed event.  PodCamp ____________ is responsible for finding its own sponsors, donors, and any other related sources of finances to ensure that admission to said event remains charge-free.

ii.    PodCamp ___________________ is solely responsible and liable for any costs and/or debt it incurs, including any and all associated costs, from insurance, facility fees, promotional fees, local, state or federal taxation, any required business licenses, certificates of insurance, cleaning fees, including any and all fees, costs or other charges that may be imposed by insurance claims, legal actions of any sort including those of copyright violation and infringement, cleaning or damage fees or any other fees, penalties, citations, violations, litigation or any other costs associated with its event, including any dram shop actions that may arise from any PodCamp or PodCamp associated event.

iii.    PodCamp __________________ agrees to secure its own bank account, Federal and State EIN number, pay any necessary state or local business taxes, license fees or any other license/fees so required.  PodCamp ____________ agrees to supply PodCamp Foundation with any and all such information for its records, for the purpose of facilitating future events and maintenance of an open ledger system.  If PodCamp ___________________ is taking place putside of the United States, PodCamp ___________________must comply with all applicable laws of said jurisdiction, and is responsible for acquiring all proper documents and bank accounts necessary.  Said PodCamp __________________ agrees to likewise supply PodCamp Foundation with any and all such information and records upon request.

iv.    PodCamp _________________ agrees to provide PodCamp Foundation with a copy of its financial ledger upon request, and specifically agrees to provide a final written and signed ledger within thirty(30) business days of the conclusion of any PodCamp branded event.

v.    PodCamp Foundation, as part of this licensing agreement, may provide PodCamp access to a knowledge base that includes advice and information on how previous PodCamp events have secured financing, obtained insurance, required documents and complied with open ledger requirements.  Any information, suggestions, advice or other exchange of information between PodCamp Foundation and PodCamp _______________________ does not in anyway guarantee, promise or warrant any actual exchange of funds between PodCamp _________________ and any previous PodCamp event, PodCamp Sponsor, Donor or other funding source.


7. Information Collection; Registration, Database, and Information Sharing

a.    Registration for PodCamp Foundation Licensed Events  Registration for PodCamp Foundation licensed events is required to be open to the general public, at no cost.  

b.    Registrants are required to supply information sufficient to identify themselves and allow communication between themselves and the PodCamp branded event, for the sole purpose of information exchange directly relevant to the PodCamp event.

c.    Any information provided by registrants, potential registrants, attendees, sponsors, and the like to PodCamp ________________ is considered to be private and proprietary.

 Access to any such information or data, while it may be shared between PodCamp __________, the PodCamp Foundation, and any PodCamp Foundation sanctioned or licensed event, may not be distributed in any way, for any purpose, commercial or non-commercial, beyond the list of registrants/attendees typically located on the public wiki or other publicly maintained list of registrants, attendees, sponsors or other persons or entities that have affirmatively chosen to become affiliated with PodCamp Foundation licensed and approved event(s).

d.    Any identifying information including names, email address, addresses, telephone or cellular telephone number, skype ID, or any other identifying or contact information obtained for registration purposes for a PodCamp Foundation sanctioned event, may not be bought, sold, bartered or otherwise exchanged for any commercial or non-commercial purpose(s) without express prior written consent of any such registrant, participant, speaker, attendee, sponsor or any other such person or entity that provides PodCamp __________  or the PodCamp Foundation with any such information.    

e. PodCamp ______________ agrees and specifically warrants that any and all registrants, participants, attendees and other people associated with PodCamp _________________ and any and all associated events will be treated equally and as non-preferentially as possible.  This means any PodCamp branded events must be open to any and all parties, without regard to status as donors, sponsors, speakers, or otherwise.


8.    Penalties For Violation.  Violation of any section of this clause will result in immediate revocation of this license agreement, forfeiture of any future licensing opportunities, and penalties including, but not limited to, immediate forfeiture of all sponsorship funds to date and the return of said funds to proper donor, and forfeiture of any required bond, if any. In addition, PodCamp Foundation will actively aid in and pursue every legal remedy available, both civil and criminal, for violation of this agreement.  Organizers for PodCamp ___________ specifically agree to be responsible for any and all attorney fees, legal costs, filing fees and other costs associated with enforcement of this agreement due to any violation of this section.


9. Notice to Cure; Right to Cure and License Termination for Failure to Cure

In the event that PodCamp Foundation, its officers or authorized representatives believe that grounds exist for revocation of this license, the licensee, Podcamp ____________ shall be given written notice of the apparent violation or noncompliance, via email, facsimile, and/or certified mail, at the Foundation’s option, to Podcamp _______________’s verified representative at its last known or reported point of contact.  This notice will provide a short and concise statement of the nature and general facts of the violation or noncompliance.  Podcamp _____________ and its authorized representative shall be give seven (7) calendar days in which to furnish evidence:

a.    That corrective action has been, or is being actively and expeditiously pursued, to remedy the violation or noncompliance; or

b.    That rebuts the alleged violation or noncompliance.

If PodCamp ___________________ fails to take corrective action, show that corrective action is actively being pursued, or provide explanation as to why the alleged non-compliance or violation is false within seven (7) calendar days from the date of notification of non-compliance, the license agreement shall be deemed breached by PodCamp _______________ and immediate enforcement actions to revoke said license will begin.  No additional time frames to show cause shall be granted.

10. Choice of Law

This agreement and any disputes arising under it shall be governed by the law of the State of Delaware. 

11. Alterations

This agreement cannot be altered except by an instrument in writing signed by an authorized officer of the Licensee and an authorized representative of the Licensors.

12. Term and Termination

This agreement and the license granted by it shall terminate upon the earliest occurring of the following events:

(1) Thirty (30) calendar days written notice by either party that the other party has committed a substantial breach of this agreement, specifying such breach, and such breach is not cured within forty-five (45); or,

(2)    Expiration of  three hundred and sixty five (365) calendar days from the date of signing this license agreement, whether or not your PodCamp even has occurred; or

(3)    Thirty (30) calendar days after the last day full day of the licensed PodCamp event herein licensed.

(4) Upon specific revocation of said license pursuant to Sections 8 and 9 of this License Agreement.

13. Recurring PodCamp Events

Each PodCamp event is required to obtain and execute a PodCamp Foundation license.  Each event, whether it occur(s) on a single or on consecutive days, constitutes one licensed event.  Subsequent Podcamp events, such as PodCamp ____________II, whether occurring within one calendar year from the date of the first PodCamp _________ event, or at some point either before or after three hundred and sixty five calendar days have expired, require a separate license agreement to be executed.  The PodCamp Foundation, at its option, may choose to waive any licensing fees for subsequent events, or choose not to execute any additional licensing agreements for subsequent events, at its sole discretion and option.

 Following any cancellation or other termination of this agreement, Licensee at its option shall be entitled to a license limited to all "licensed articles" then on hand and all "licensed articles" that Licensee has contracted to have delivered and/or manufactured at the time of cancellation or termination of the agreement.  Use of the PodCamp name, brand, logo or other intellectual property, covered by this licensing agreement will terminate upon expiration of this license, with the exception of badges, logos, hyperlinks, and other existing examples of said intellectual property existing at the date and time of cancellation of the license.


14. Consultations

Licensors shall make themselves available, upon request of the Licensee, at the earliest opportunity consistent with the responsibilities of their employment, to consult with Licensee at no charge to Licensee.  Licensors reserve the right to assign Licensee to a PodCamp Foundation appointed consultant of the Licensors’ choice, with the express understanding that said appointed consultant will assist Licensee to the best of their ability and in consultation, as necessary, with the PodCamp Foundation.  Any appointed consultants are independent contractors and not employees of PodCamp Foundation, unless expressly agreed otherwise.

 

15. DISCLAIMER AND LIMITATION OF LIABILITY

 Except as expressly stated above, EACH PARTY DISCLAIM ALL OTHER WARRANTIES EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No representation or other affirmation of fact, including but not limited to statements regarding capacity, quality, suitability for use or performance, whether made by a party's employees or otherwise, shall be deemed a warranty by that party for any purpose or give rise to any liability of that party whatsoever unless contained in this Agreement.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE EVENT SO LICENSED HEREIN, WHETHER IN AN ACTION OF CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE EXCEPT WHERE SUCH OPTIONS ARE SPECIFICALLY RESERVED UNDER SECTION (7)(d) and (7)(e).


16. No Waiver. No delay or failure of any party to exercise any right

            provided herein shall in any way affect its right to enforce that

            right or any other right under this Agreement at a later time. No waiver shall be effective unless in writing signed by the waiving

            party.

17.  Severability. If any provision of this Agreement is declared invalid by any lawful tribunal, then it shall be adjusted to conform to

 legal requirements of that tribunal and that modification shall

 automatically become a part of the Agreement. Or, if no adjustment

 can be made, the provision shall be deleted as though never included

in the Agreement and its remaining provisions shall remain in full

force and effect.


18.  No Partnership or Agency. PodCamp Foundation and PodCamp _______________ are independent contractors, and neither party shall be, nor represent itself to be the joint venturer, franchiser, franchisee, partner, broker, employee, or servant of the other party for any purpose. Neither party shall be responsible for the acts or omissions of the other, and neither party shall bear authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein.

19. No Assignment. Neither this Agreement nor individual transactions nor rights under it shall be assigned nor shall any obligation be delegated by either party without the prior written consent of the other. Any such attempted assignment or delegation without such prior written approval shall be void.

20. Force Majeure. Neither party will be liable for any failure or delay

            in performance due, in whole or in part, to any cause beyond its

            reasonable control.

21. Notices. 

(a). Any notice under this Agreement shall be effective upon

initial receipt by the addressee regardless of whether notice is rejected if in writing, signed by an authorized representative of the noticing party, and sent by registered or certified mail, return receipt requested, postage prepaid to the recipient's address as stated at the beginning of this Agreement or as updated by either party from time to time. Each notice shall be effective upon initial receipt by the addressee regardless of whether notice is rejected.

(b). Electronic Notices Equally Enforcable

Any notices provided by electronic means, including but not limited to, email, facsimile, sms message or by other means from the PodCamp Foundation, its officers and/or authorized representatives, to the authorized representatives of PodCamp ________________, at their last known and reported point of contact, shall serve as formal notice in writing, as if said communication were made by registered or certified mail, as provided in Section 21 (a).

22. Limitation of Actions. No action, regardless of form, may be brought by either party more than twelve (12) months after the cause of

action has arisen, except that an action for non-payment may be

brought within twelve (12) months of the last payment, and either party may bring an action relating to its intellectual property

            rights at any time.


23.  Entire Agreement. This Agreement and its Exhibits constitute the complete and exclusive statement of the agreement between the

            parties and supersede all prior oral and written agreements,

            communications, representations, statements, negotiations and

            undertakings relating to the subject matter herein.

24.  Mediation /Arbitration Any dispute, controversy or claim arising under, out of, in connection with or in relation to this Agreement, or the breach, termination, validity or enforceability of any provision hereof (a "Dispute"), if not resolved informally through negotiation between the parties, will be submitted to non-binding mediation. The parties will mutually determine who the mediator will be from a list of mediators obtained from the American Arbitration Association office located in the city of the Licensor’s choice (the "AAA"). If the parties are unable to agree on the mediator, the mediator will be selected by the AAA. If any Dispute is not resolved through mediation, it will be resolved by final and binding arbitration conducted in accordance with and subject to the Commercial Arbitration Rules of the AAA then applicable. One arbitrator will be selected in accordance with such rules, and the arbitrators will allow such discovery as is appropriate, consistent with the purposes of arbitration in accomplishing fair,

speedy and cost effective resolution of disputes. The arbitrator will

reference the rules of evidence of the Federal Rules of Civil Procedure then in effect in setting the scope of discovery. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an enforcement, as the law of such jurisdiction may require or allow. Any negotiation, mediation orarbitration conducted pursuant to this Section will take place in either Boston, MA or Wilmington, DE at the Licensor’s sole option. Other than those matters involving injunctive relief, claims relating to the ownership or title to intellectual property rights or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section are a complete defense to any suit, action or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute.  Nothing in this Section prevents the parties from exercising their right to terminate this Agreement in accordance with said provisions set forth in this agreement.

 

25. Headings. The headings of the articles, sections and paragraphs used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by

their duly authorized representatives as of the date first set forth above.

 [Signatures]

Exhibit A

Podcamp logos, verbage, etc.

Exhibit B

Said Creative Commons license is incorporated by reference into the PodCamp Foundation License; all material, lectures, powerpoints, recordings, video, audio and the like produced at a PodCamp event must be released to attendees and to others, as available, after the event, pursuant to said Creative Commons license.

Creative Commons 3.0 Licensing Agreement

    CREATIVE COMMONS CORPORATION IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL SERVICES. DISTRIBUTION OF THIS LICENSE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. CREATIVE COMMONS PROVIDES THIS INFORMATION ON AN "AS-IS" BASIS. CREATIVE COMMONS MAKES NO WARRANTIES REGARDING THE INFORMATION PROVIDED, AND DISCLAIMS LIABILITY FOR DAMAGES RESULTING FROM ITS USE.

License

THE WORK (AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS CREATIVE COMMONS PUBLIC LICENSE ("CCPL" OR "LICENSE"). THE WORK IS PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OF THE WORK OTHER THAN AS AUTHORIZED UNDER THIS LICENSE OR COPYRIGHT LAW IS PROHIBITED.

BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. TO THE EXTENT THIS LICENSE MAY BE CONSIDERED TO BE A CONTRACT, THE LICENSOR GRANTS YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

1. Definitions

   1. "Adaptation" means a work based upon the Work, or upon the Work and other pre-existing works, such as a translation, adaptation, derivative work, arrangement of music or other alterations of a literary or artistic work, or phonogram or performance and includes cinematographic adaptations or any other form in which the Work may be recast, transformed, or adapted including in any form recognizably derived from the original, except that a work that constitutes a Collection will not be considered an Adaptation for the purpose of this License. For the avoidance of doubt, where the Work is a musical work, performance or phonogram, the synchronization of the Work in timed-relation with a moving image ("synching") will be considered an Adaptation for the purpose of this License.

   2. "Collection" means a collection of literary or artistic works, such as encyclopedias and anthologies, or performances, phonograms or broadcasts, or other works or subject matter other than works listed in Section 1(g) below, which, by reason of the selection and arrangement of their contents, constitute intellectual creations, in which the Work is included in its entirety in unmodified form along with one or more other contributions, each constituting separate and independent works in themselves, which together are assembled into a collective whole. A work that constitutes a Collection will not be considered an Adaptation (as defined above) for the purposes of this License.

   3. "Distribute" means to make available to the public the original and copies of the Work or Adaptation, as appropriate, through sale or other transfer of ownership.

   4. "License Elements" means the following high-level license attributes as selected by Licensor and indicated in the title of this License: Attribution, Noncommercial, ShareAlike.

   5. "Licensor" means the individual, individuals, entity or entities that offer(s) the Work under the terms of this License.

   6. "Original Author" means, in the case of a literary or artistic work, the individual, individuals, entity or entities who created the Work or if no individual or entity can be identified, the publisher; and in addition (i) in the case of a performance the actors, singers, musicians, dancers, and other persons who act, sing, deliver, declaim, play in, interpret or otherwise perform literary or artistic works or expressions of folklore; (ii) in the case of a phonogram the producer being the person or legal entity who first fixes the sounds of a performance or other sounds; and, (iii) in the case of broadcasts, the organization that transmits the broadcast.

   7. "Work" means the literary and/or artistic work offered under the terms of this License including without limitation any production in the literary, scientific and artistic domain, whatever may be the mode or form of its expression including digital form, such as a book, pamphlet and other writing; a lecture, address, sermon or other work of the same nature; a dramatic or dramatico-musical work; a choreographic work or entertainment in dumb show; a musical composition with or without words; a cinematographic work to which are assimilated works expressed by a process analogous to cinematography; a work of drawing, painting, architecture, sculpture, engraving or lithography; a photographic work to which are assimilated works expressed by a process analogous to photography; a work of applied art; an illustration, map, plan, sketch or three-dimensional work relative to geography, topography, architecture or science; a performance; a broadcast; a phonogram; a compilation of data to the extent it is protected as a copyrightable work; or a work performed by a variety or circus performer to the extent it is not otherwise considered a literary or artistic work.

   8. "You" means an individual or entity exercising rights under this License who has not previously violated the terms of this License with respect to the Work, or who has received express permission from the Licensor to exercise rights under this License despite a previous violation.

   9. "Publicly Perform" means to perform public recitations of the Work and to communicate to the public those public recitations, by any means or process, including by wire or wireless means or public digital performances; to make available to the public Works in such a way that members of the public may access these Works from a place and at a place individually chosen by them; to perform the Work to the public by any means or process and the communication to the public of the performances of the Work, including by public digital performance; to broadcast and rebroadcast the Work by any means including signs, sounds or images.

  10. "Reproduce" means to make copies of the Work by any means including without limitation by sound or visual recordings and the right of fixation and reproducing fixations of the Work, including storage of a protected performance or phonogram in digital form or other electronic medium.

2. Fair Dealing Rights. Nothing in this License is intended to reduce, limit, or restrict any uses free from copyright or rights arising from limitations or exceptions that are provided for in connection with the copyright protection under copyright law or other applicable laws.

3. License Grant. Subject to the terms and conditions of this License, Licensor hereby grants You a worldwide, royalty-free, non-exclusive, perpetual (for the duration of the applicable copyright) license to exercise the rights in the Work as stated below:

   1. to Reproduce the Work, to incorporate the Work into one or more Collections, and to Reproduce the Work as incorporated in the Collections;

   2. to create and Reproduce Adaptations provided that any such Adaptation, including any translation in any medium, takes reasonable steps to clearly label, demarcate or otherwise identify that changes were made to the original Work. For example, a translation could be marked "The original work was translated from English to Spanish," or a modification could indicate "The original work has been modified.";

   3. to Distribute and Publicly Perform the Work including as incorporated in Collections; and,

   4. to Distribute and Publicly Perform Adaptations.

The above rights may be exercised in all media and formats whether now known or hereafter devised. The above rights include the right to make such modifications as are technically necessary to exercise the rights in other media and formats. Subject to Section 8(f), all rights not expressly granted by Licensor are hereby reserved, including but not limited to the rights described in Section 4(e).

4. Restrictions. The license granted in Section 3 above is expressly made subject to and limited by the following restrictions:

   1. You may Distribute or Publicly Perform the Work only under the terms of this License. You must include a copy of, or the Uniform Resource Identifier (URI) for, this License with every copy of the Work You Distribute or Publicly Perform. You may not offer or impose any terms on the Work that restrict the terms of this License or the ability of the recipient of the Work to exercise the rights granted to that recipient under the terms of the License. You may not sublicense the Work. You must keep intact all notices that refer to this License and to the disclaimer of warranties with every copy of the Work You Distribute or Publicly Perform. When You Distribute or Publicly Perform the Work, You may not impose any effective technological measures on the Work that restrict the ability of a recipient of the Work from You to exercise the rights granted to that recipient under the terms of the License. This Section 4(a) applies to the Work as incorporated in a Collection, but this does not require the Collection apart from the Work itself to be made subject to the terms of this License. If You create a Collection, upon notice from any Licensor You must, to the extent practicable, remove from the Collection any credit as required by Section 4(d), as requested. If You create an Adaptation, upon notice from any Licensor You must, to the extent practicable, remove from the Adaptation any credit as required by Section 4(d), as requested.

   2. You may Distribute or Publicly Perform an Adaptation only under: (i) the terms of this License; (ii) a later version of this License with the same License Elements as this License; (iii) a Creative Commons jurisdiction license (either this or a later license version) that contains the same License Elements as this License (e.g., Attribution-NonCommercial-ShareAlike 3.0 US) ("Applicable License"). You must include a copy of, or the URI, for Applicable License with every copy of each Adaptation You Distribute or Publicly Perform. You may not offer or impose any terms on the Adaptation that restrict the terms of the Applicable License or the ability of the recipient of the Adaptation to exercise the rights granted to that recipient under the terms of the Applicable License. You must keep intact all notices that refer to the Applicable License and to the disclaimer of warranties with every copy of the Work as included in the Adaptation You Distribute or Publicly Perform. When You Distribute or Publicly Perform the Adaptation, You may not impose any effective technological measures on the Adaptation that restrict the ability of a recipient of the Adaptation from You to exercise the rights granted to that recipient under the terms of the Applicable License. This Section 4(b) applies to the Adaptation as incorporated in a Collection, but this does not require the Collection apart from the Adaptation itself to be made subject to the terms of the Applicable License.

   3. You may not exercise any of the rights granted to You in Section 3 above in any manner that is primarily intended for or directed toward commercial advantage or private monetary compensation. The exchange of the Work for other copyrighted works by means of digital file-sharing or otherwise shall not be considered to be intended for or directed toward commercial advantage or private monetary compensation, provided there is no payment of any monetary compensation in con-nection with the exchange of copyrighted works.

   4. If You Distribute, or Publicly Perform the Work or any Adaptations or Collections, You must, unless a request has been made pursuant to Section 4(a), keep intact all copyright notices for the Work and provide, reasonable to the medium or means You are utilizing: (i) the name of the Original Author (or pseudonym, if applicable) if supplied, and/or if the Original Author and/or Licensor designate another party or parties (e.g., a sponsor institute, publishing entity, journal) for attribution ("Attribution Parties") in Licensor's copyright notice, terms of service or by other reasonable means, the name of such party or parties; (ii) the title of the Work if supplied; (iii) to the extent reasonably practicable, the URI, if any, that Licensor specifies to be associated with the Work, unless such URI does not refer to the copyright notice or licensing information for the Work; and, (iv) consistent with Section 3(b), in the case of an Adaptation, a credit identifying the use of the Work in the Adaptation (e.g., "French translation of the Work by Original Author," or "Screenplay based on original Work by Original Author"). The credit required by this Section 4(d) may be implemented in any reasonable manner; provided, however, that in the case of a Adaptation or Collection, at a minimum such credit will appear, if a credit for all contributing authors of the Adaptation or Collection appears, then as part of these credits and in a manner at least as prominent as the credits for the other contributing authors. For the avoidance of doubt, You may only use the credit required by this Section for the purpose of attribution in the manner set out above and, by exercising Your rights under this License, You may not implicitly or explicitly assert or imply any connection with, sponsorship or endorsement by the Original Author, Licensor and/or Attribution Parties, as appropriate, of You or Your use of the Work, without the separate, express prior written permission of the Original Author, Licensor and/or Attribution Parties.

   5.

      For the avoidance of doubt:

         1. Non-waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme cannot be waived, the Licensor reserves the exclusive right to collect such royalties for any exercise by You of the rights granted under this License;

         2. Waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme can be waived, the Licensor reserves the exclusive right to collect such royalties for any exercise by You of the rights granted under this License if Your exercise of such rights is for a purpose or use which is otherwise than noncommercial as permitted under Section 4(c) and otherwise waives the right to collect royalties through any statutory or compulsory licensing scheme; and,

         3. Voluntary License Schemes. The Licensor reserves the right to collect royalties, whether individually or, in the event that the Licensor is a member of a collecting society that administers voluntary licensing schemes, via that society, from any exercise by You of the rights granted under this License that is for a purpose or use which is otherwise than noncommercial as permitted under Section 4(c).

   6. Except as otherwise agreed in writing by the Licensor or as may be otherwise permitted by applicable law, if You Reproduce, Distribute or Publicly Perform the Work either by itself or as part of any Adaptations or Collections, You must not distort, mutilate, modify or take other derogatory action in relation to the Work which would be prejudicial to the Original Author's honor or reputation. Licensor agrees that in those jurisdictions (e.g. Japan), in which any exercise of the right granted in Section 3(b) of this License (the right to make Adaptations) would be deemed to be a distortion, mutilation, modification or other derogatory action prejudicial to the Original Author's honor and reputation, the Licensor will waive or not assert, as appropriate, this Section, to the fullest extent permitted by the applicable national law, to enable You to reasonably exercise Your right under Section 3(b) of this License (right to make Adaptations) but not otherwise.

5. Representations, Warranties and Disclaimer

UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OFFERS THE WORK AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE WORK, 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 THIS EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation on Liability. 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 WORK, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Termination

   1. This License and the rights granted hereunder will terminate automatically upon any breach by You of the terms of this License. Individuals or entities who have received Adaptations or Collections from You under this License, however, will not have their licenses terminated provided such individuals or entities remain in full compliance with those licenses. Sections 1, 2, 5, 6, 7, and 8 will survive any termination of this License.

   2. Subject to the above terms and conditions, the license granted here is perpetual (for the duration of the applicable copyright in the Work). Notwithstanding the above, Licensor reserves the right to release the Work under different license terms or to stop distributing the Work at any time; provided, however that any such election will not serve to withdraw this License (or any other license that has been, or is required to be, granted under the terms of this License), and this License will continue in full force and effect unless terminated as stated above.

8. Miscellaneous

   1. Each time You Distribute or Publicly Perform the Work or a Collection, the Licensor offers to the recipient a license to the Work on the same terms and conditions as the license granted to You under this License.

   2. Each time You Distribute or Publicly Perform an Adaptation, Licensor offers to the recipient a license to the original Work on the same terms and conditions as the license granted to You under this License.

   3. If any provision of this License is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this License, and without further action by the parties to this agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

   4. No term or provision of this License shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent.

   5. This License constitutes the entire agreement between the parties with respect to the Work licensed here. There are no understandings, agreements or representations with respect to the Work not specified here. Licensor shall not be bound by any additional provisions that may appear in any communication from You. This License may not be modified without the mutual written agreement of the Licensor and You.

   6. The rights granted under, and the subject matter referenced, in this License were drafted utilizing the terminology of the Berne Convention for the Protection of Literary and Artistic Works (as amended on September 28, 1979), the Rome Convention of 1961, the WIPO Copyright Treaty of 1996, the WIPO Performances and Phonograms Treaty of 1996 and the Universal Copyright Convention (as revised on July 24, 1971). These rights and subject matter take effect in the relevant jurisdiction in which the License terms are sought to be enforced according to the corresponding provisions of the implementation of those treaty provisions in the applicable national law. If the standard suite of rights granted under applicable copyright law includes additional rights not granted under this License, such additional rights are deemed to be included in the License; this License is not intended to restrict the license of any rights under applicable law.

    Creative Commons Notice

    Creative Commons is not a party to this License, and makes no warranty whatsoever in connection with the Work. Creative Commons will not be liable to You or any party on any legal theory for any damages whatsoever, including without limitation any general, special, incidental or consequential damages arising in connection to this license. Notwithstanding the foregoing two (2) sentences, if Creative Commons has expressly identified itself as the Licensor hereunder, it shall have all rights and obligations of Licensor.

    Except for the limited purpose of indicating to the public that the Work is licensed under the CCPL, Creative Commons does not authorize the use by either party of the trademark "Creative Commons" or any related trademark or logo of Creative Commons without the prior written consent of Creative Commons. Any permitted use will be in compliance with Creative Commons' then-current trademark usage guidelines, as may be published on its website or otherwise made available upon request from time to time. For the avoidance of doubt, this trademark restriction does not form part of this License.

    Creative Commons may be contacted at http://creativecommons.org/.

 

 

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