Intellectual property licensing terms and conditions

1. Definitions
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
1.1. “PEC Content” shall mean the content owned or created by PEC, including but not limited to videos such as “More Than a Headline,” “Enough Talk,” and “This Is Climate Change,” along with any associated intellectual property rights (IP rights).
1.2. “Medium” shall mean the platform or channel through which the Licensee is permitted to use, display, reproduce, perform, transmit, translate, alter, modify, and create derivative works of the PEC Content. This may include various mediums such as websites, social media platforms, presentations, or other digital or physical formats associated with the “Unnatural Disasters” Resource Hub Project.

2. License to Intellectual Property.
2.1. In consideration of Licensee’s agreement to these Terms and the Privacy Policy, PEC hereby grants to Licensee a royalty-free, worldwide, non-exclusive license to use, display, reproduce, publicly perform, transmit, translate, alter, materially modify, and create derivative works of the PEC Content including all Intellectual Property Rights (as defined below) therein in the Medium in association with the “Unnatural Disasters” Resource Hub Project (the “License”). Specific additional license terms for each video are detailed in section 1.2 below.

2.2. Specific Terms for Licensed Videos.

  • Video 1: “More Than a Headline”
    License granted is royalty-free, perpetual, worldwide.
  • Video 2: “This Is Climate Change”
    License granted does not include broadcast and license expires on June 13, 2025. After this date, Licensee must cease all use of audio-video content from “This is Climate Change”.
  • Video 3: “Enough Wildfire Smoke”
    License granted does not include broadcast and license expires June 5, 2025. After this date, Licensee must cease all use of audio-video content from “Enough Wildfire Smoke”.
  • Video 4: “Enough Heat”
    License granted does not include broadcast and license expires June 5, 2025. After this date, Licensee must cease all use of audio-video content from “Enough Heat”.
  • Video 5: “Enough Flood”
    License granted does not include broadcast and license expires June 5, 2025. After this date, Licensee must cease all use of audio-video content from “Enough Flood”.

2.3. PEC hereby waives any approval rights over Licensee’s use of PEC Content, as long as the PEC Content is not materially obstructed or modified from its original format. PEC makes no warranties or representations regarding clearance of rights in third-party materials incorporated into the PEC Content. Licensee assumes all risks associated with third-party materials not owned or licensed by PEC.

2.4. As used herein, “Intellectual Property Rights” means all rights in and to intellectual property, whether in copyright, trademark, patent, trade secret, or otherwise.
2.5. All rights in the PEC Content not expressly granted to Licensee are hereby reserved by PEC.
2.6. PEC may include certain content in the PEC Content on the basis of fair use principles or other applicable exemptions to copyright law. Licensee acknowledges and agrees that such content may be included in the PEC Content.
2.7. PEC reserves the right to require that the Licensee cease use of any PEC Content at any time if PEC determines that the use is not in compliance with these Terms or infringes on PEC’s rights.

3. Use for Charitable Purposes
3.1. All PEC Content licensed herein is intended solely for charitable purposes in compliance with Section 501(c)(3) of the Internal Revenue Code. Licensees agree that the use of PEC Content will be strictly for activities that adhere to nonpartisan, public education, and charitable purposes and will ensure compliance with all 501(c)(3) requirements.
3.2. Licensee shall refrain from using the PEC Content to generate revenue or otherwise engage in commercial activities. The Licensee agrees not to use PEC Content in any manner that could result in direct or indirect financial gain.
3.3. Licensee shall refrain from participating in or intervening in any political campaign on behalf of or in opposition to any candidate for public office in connection with the use of PEC Content. Licensee shall not coordinate any activities with, or receive direction or approval regarding activities from any candidate, political party, or committee in connection with the use of PEC Content. Furthermore, Licensee shall refrain from utilizing PEC’s equipment, materials, or other resources provided by PEC in connection with any political participation or intervention, whether or not related to the use of PEC Content, and from otherwise engaging in any “exempt function” activity, as defined in Section 527(e)(2) of the Internal Revenue Code.

4. Termination.
4.1. In the event Licensee breaches a material provision of these Terms and, if such breach is capable of cure, fails to cure the breach within thirty (30) days of written notification thereof (the “Cure Period”), then Licensee will be deemed in default and PEC may terminate the License. PEC may agree in its sole discretion to extend the Cure Period for so long as Licensee continues reasonable efforts to cure the breach.

5. Publicity.
5.1. Licensee agrees not to use PEC Inc.’s names, trademarks or logos, in association with the Project or its use of the PEC Content, directly or indirectly for any purpose, including within any marketing materials, without the express written consent of PEC.

6. Licensee Representations and Warranties.
6.1. Licensee represents and warrants that it has the right to enter into the License and to perform all provisions of these Terms, and that its performance of the same will at all times be in compliance with applicable law.

7. Disclaimer.
7.1. EXCEPT AS EXPRESSLY SET FORTH ABOVE, EACH PARTY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THESE TERMS AND THE PEC CONTENT, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(A) PEC MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE VALIDITY, ENFORCEABILITY, OR SCOPE OF THE LICENSED INTELLECTUAL PROPERTY; AND
(B) PEC SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF ANY LICENSED PRODUCT OR OTHERWISE IN CONNECTION WITH THE USE OF ANY PEC CONTENT.

8. Indemnity.
8.1. Licensee shall indemnify, defend, and hold harmless PEC, its affiliates, officers, directors, employees, agents and representatives against all losses, liabilities, claims, damages, actions, fines, penalties, expenses or costs (including court costs and reasonable attorneys’ fees) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to:

  • (a) any breach of these Terms by Licensee; and
  • (b) use by Licensee of any PEC Content under these Terms

9. Limitation of Liability.
9.1. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR INDEMNITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY OBLIGATION OR LIABILITY TO THE OTHER HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY THE OTHER PARTY (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT A PARTY WAS ADVISED SUCH DAMAGES MIGHT ARISE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Governing Law.
10.1. These Terms and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the District of Columbia, applied without regard to conflict of law principles.
10.2. Each Party hereby irrevocably and unconditionally consents to the jurisdiction of the federal and state courts in the District of Columbia, United States, for any action, suit or proceeding arising out of or related to these Terms.
10.3. Each Party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to these Terms in the federal and state courts in the District of Columbia, United States and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
10.4. The Parties further agree that, except where filing in the first instance in a foreign jurisdiction is a condition precedent to the availability of injunctive or equitable relief, the jurisdiction of the federal and state courts in the District of Columbia, United States hereunder is exclusive.

11. Notice.
11.1. Any notice, demand or request required or permitted to be given under these Terms must be in writing and given by personal delivery, by nationally recognized express courier or by electronic means of communication addressed to the party to be notified. The address for notification shall be as updated by written notice. If no address is provided, notification shall be sent to the most recent address recorded in the Company’s records.

12. Modification and Waiver.
12.1. This Agreement may only be modified by a writing signed by all of the Parties. Any waiver of compliance with the terms of these Terms must be in writing, and waiver in one instance will not be deemed a waiver in any future instance.

13. Severability.
13.1. The invalidity, illegality or unenforceability of any provision of these Terms will in no way affect the validity, legality or enforceability of any other provision.

14. Successors and Assigns.
14.1. These Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein.

15. Entire Agreement.
15.1. These Terms, together with the confirmation from which these Terms are linked, constitutes the entire agreement between the Parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of these Terms.