Up2Us Sports Non-Distribution License

The Work (as defined below) is provided under this Up2Us Non-Distribution License Agreement, which is governed by the following terms and conditions (the “License”). The Work is protected by copyright and 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 a contract, Up2Us grants you the rights contained here in consideration of Your acceptance of such terms and conditions.

1.      Definitions

(a)    “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.

(b)   “Distribute” or “Distribution” means to make one or more copies of the Work and/or Adaptation (as applicable) available to the public through sale or other transfer of ownership.

(c)    “Up2Us” means the nonprofit organization Up2Us, which offers the Work for use under the terms of this License.

(d)   “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.

(e)    “Reproduce” means to make copies (“Reproductions”) of the Work by any means including without limitation by sound or visual recordings, and to make and reproduce fixations of the Work, including storage of a protected performance or phonogram in digital form or other electronic medium.

(f)    “Work” means any of the materials offered under the terms of this License, as set out in the list available at http://homecourt.up2us.org/?Licenses

(g)   “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 Up2Us to exercise rights under this License despite a previous violation.

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, Up2Us hereby grants You a royalty-free, non-exclusive license to exercise the rights in the Work as stated below:

(a)    to Reproduce the Work for internal purposes; and

(b)   to Publicly Perform the Work, provided that no Reproductions of the Work are Distributed or otherwise provided to any third party.

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 9(f), all rights not expressly granted by Up2Us are hereby reserved, including but not limited to the rights set forth in Section 4(e).

4.      Restrictions

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

(a)    You may not exercise any of the rights otherwise granted to You in Section 3 above in any manner that is primarily intended for or directed toward commercial advantage or private monetary compensation. If at a later date Your use of the Work becomes primarily intended for or directed toward commercial advantage or private monetary compensation, this constitutes a breach of the License, which will terminate automatically as set forth in Section 8 below.

(b)   You may not create any Adaptations of the Work unless and until You obtain permission from Up2Us, which permission may be sought by completing the online request form available at http://homecourt.up2us.org/?TrainingMaterialsMod.  If such permission is granted, You may create, Reproduce, and Publicly Perform Adaptations only if You take reasonable steps to clearly label, demarcate, or otherwise identify (i) that changes were made to the original Work, (ii) the title of the original Work, and (iii) the Up2Us name and website address, www.up2us.org.

(c)    You may Publicly Perform the Work only under the terms of this 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 Publicly Perform.

(d)   If You Publicly Perform the Work, You must keep intact all copyright notices for the Work and provide, reasonable to the medium or means You are utilizing: (i) the Up2Us name and/or, if Up2Us designates another party or parties (e.g., individual authors, a sponsor institute, publishing entity) for attribution (“Attribution Parties”) in the 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) the address of the Up2Us website (“www.up2us.org”); and (iv) in the case of an Adaptation for which you have received permission consistent with Section 4(b), a credit identifying the use of the Work in the Adaptation.

The credit required by this Section 4(d) may be implemented in any reasonable manner; provided, however, that in the case of an Adaptation, at a minimum such credit will appear, if a credit for all contributing authors of the Adaptation 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 4(d) 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 Up2Us and/or the Attribution Parties, as appropriate, of You or Your use of the Work, without the separate, express prior written permission of Up2Us and/or the Attribution Parties.(

e)    For the avoidance of doubt:

(i)           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, Up2Us reserves the exclusive right to collect such royalties for any exercise by You of the rights granted under this License.

(ii)         Waivable Compulsory License Schemes. In those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme can be waived, Up2Us reserves the exclusive right to collect such royalties for (x) any use of the Work  by You outside the scope of the rights granted under Section 3 of this License or (y) any use of the Work by You for a purpose or use which is otherwise than noncommercial as permitted under Section 4(a).

(iii)       Voluntary License Schemes. Up2Us reserves the right to collect royalties, whether individually or, in the event that Up2Us is a member of a collecting society that administers voluntary licensing schemes, via that society, for (x) any use of the Work  by You outside the scope of the rights granted under Section 3 of this License or (y) any use of the Work by You for a purpose or use which is otherwise than noncommercial as permitted under Section 4(a).

5.      Representations, Warranties, and Disclaimer

UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING, UP2US 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 OR ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE.

6.      Indemnification

You agree to indemnify Up2Us for any third-party claims arising from any Distribution or other use in violation of the terms and conditions of the License.

7.      Limitation on Liability

IN NO EVENT WILL UP2US 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 UP2US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.      Termination

(a)    This License and the rights granted hereunder will terminate automatically upon any breach by You of the terms of this License, including without limitation as set forth in Sections 4(a) and 4(b) above. Individuals or entities who have received Adaptations 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, 8, 9, and 10 will survive any termination of this License.

(b)   Up2Us reserves the right to revoke this License if, in its good-faith judgment, Your use of the Work is not consistent with the mission of Up2Us.

(c)    Up2Us reserves the right to release the Work under different license terms or to stop distributing the Work at any time, provided 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 that this License will continue in full force and effect unless terminated as stated above.

9.      Miscellaneous

(a)    Each time You Publicly Perform the Work, Up2Us offers to the recipient a license to the Work on the same terms and conditions as the license granted to You under this License.

(b)   Each time You Publicly Perform an Adaptation for which You have received permission consistent with Section 4(b), Up2Us 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.

(c)    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.

(d)   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.

(e)    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. Up2Us 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 Up2Us and You.

(f)    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.

10.  Dispute Resolution

If any disputes arise regarding the application or implementation of this Agreement, or regarding any other matter regarding the Work, You and Up2Us agree to participate in mediation with a mutually agreeable mediator. Should the dispute not be resolved through mediation, You and Up2Us agree that any claim or controversy will be resolved by binding arbitration, held before an impartial arbitrator in a location specified by Up2Us, in accordance with the Commercial Rules of the American Arbitration Association.