Mini-Series License

THE WORK (AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS TEXAS TECH UNIVERSITY HEALTH SCIENCES CENTER (TTUHSC) 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, THE LICENSEE ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. TO THE EXTENT THIS LICENSE MAY BE CONSIDERED TO BE A CONTRACT, TTUHSC GRANTS THE LICENSEE THE RIGHTS CONTAINED HERE.

1. Definitions

1.1. "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.

1.2. "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, 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.

1.3. "Distribute" means to make available to the public the original and copies of the Work through sale or other transfer of ownership.

1.4. "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.

1.5. "Licensee" 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 TTUHSC to exercise rights under this License despite a previous violation.

1.6. "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.

1.7. "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

2.1. 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

3.1. TTUHSC grants Licensee a nonexclusive, non-transferrable, and non-sublicensable license to use the Work, solely for the Licensed Use (defined below), and subject to all restrictions specified in this License.

3.2. The rights granted to Licensee by TTUHSC and obtained by Licensee as a result of or in connection with this License are limited use license rights only, and nothing in this License assigns any or all of TTUHSC’s ownership rights to the Work.

3.3. 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.

3.4. In consideration for the License and rights granted to Licensee under this License, Licensee shall pay a fee, as listed on the fee schedule on the mini-series website (https://app4.ttuhsc.edu/miniseries), to TTUHSC.

4. Use of the Licensed Work

4.1. TTUHSC grants the Licensee the rights to the Work as stated below (Licensed Use): 4.1.1. To incorporate the Work into one or more Collections, under the terms of this License.

4.1.2. To Publicly Perform the Work, including as incorporated in Collections, under the terms of this License.

4.1.3. To Publicly Perform the Work, including as incorporated in Collections, for the purpose of academic research at Licensee’s facilities, under the terms of this License.

4.2. The rights granted under this License are limited to the Licensed Use. Licensee represents that any actual or ultimate product incorporating the Work will be a faithful rendition of use approved by TTUHSC.

4.3. To the extent that the Work includes any caption, description or other textual information, TTUHSC does not warrant that any such information is accurate.

4.4. TTUHSC’s trademarks, logos, and service marks, are and will remain the sole property of TTUHSC. Nothing in this License confers upon Licensee any right of ownership in TTUHSC’s trademarks, logos, or service marks.

4.5. In partial consideration for the License conveyed hereby, Licensee agrees not to, directly or indirectly, challenge, contest, impair, or invalidate TTUHSC’s rights in any of Works as they relate to the Licensed Use.

4.6. Licensee agrees to include the following credit line adjacent to the Work: “Title of Work, © [Year of first publication], Texas Tech University Health Sciences Center.” The title and year of publication can be found on the mini-series website (https://app4.ttuhsc.edu/miniseries) under the mini-series description or in the corresponding facilitator’s guide.

4.7. Licensee must immediately notify TTUHSC if it becomes aware or suspects that any third party that has gained access to the Work through Licensee or is wrongfully using the Work, in whole or in part, or is violating any of TTUHSC’s intellectual property rights.

5. Prohibited Uses

5.1. Licensee may not at any time:

5.1.1. Distribute the Work without TTUHSC’s express written permission;

5.1.2. Reproduce the Work without TTUHSC’s express written permission;

5.1.3. Adapt, rotate, alter, change, or tamper with the Work without TTUHSC’s express written permission;

5.1.4. Use Work for any commercial, promotional, advertising, or merchandising use, without TTUHSC’s express written permission;

5.1.5. Use any colorable imitation of any Work, or any variant form of any Work not specifically approved;

5.1.6. Incorporate Work into a logo, trademark, or service mark;

5.1.7. Make Work available in any medium in a manner intended to allow or invite persons to download or extract Work;

5.1.8. Take any action that would bring Work into public disrepute including use of Work for any pornographic, defamatory, or otherwise unlawful use, whether directly or in context or juxtaposition with specific subject matter; or

5.1.9. Make any claim or indication that TTUHSC endorses Licensee’s products or services or portray itself as an agent, servant, or employee of TTUHSC.

5.2. The Licensed Uses may not depict or imply endorsement of:

5.2.1. Partisan political activity;

5.2.2. Alcohol;

5.2.3. Illegal drugs;

5.2.4. Gambling products;

5.2.5. Tobacco products;

5.2.6. Firearms or other weapons;

5.2.7. Racist, sexist, hateful, demeaning or degrading language or statements;

5.2.8. Profanity;

5.2.9. Sexual acts;

5.2.10. Statements impugning TTUHSC other universities.

6. Compensation.

6.1. Licensee must pay to TTUHSC a fee, as outlined in the fee structure of TTUHSC on-line ordering system, as a condition precedent to TTUHSC granting to rights to use the Works under this License. All payments are to be done in U.S. dollar currency through the on-line ordering and payment system at https://app4.ttuhsc.edu/miniseries.

7. Disclaimers, Limitation of Liability, and Indemnification

7.1. TTUHSC represents that it, according to its information and belief, has all necessary rights and authority to enter into and perform this License. Except as to TTUHSC’s own copyrights or trademarks, TTUHSC has not obtained any permissions, licenses, or releases for the use of any names, likenesses, trademarks, service marks, logos, or works of authorship depicted in the Work. The Licensee is solely responsible for determining what other, if any, permissions, licenses, or releases are necessary for the Licensed Use.

7.2. TTUHSC makes no other representations or warranties, express or implied, as to the Work, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. TTUHSC will not be liable for any punitive, special, indirect, consequential, or incidental damages, or any other damages, costs, or losses arising out of this License, even if TTUHSC has been advised of the possibility of such damages, costs, or losses.

7.3. Licensee must defend, indemnify, and hold TTUHSC and the Texas Tech University System and their respective regents, officers, and employees harmless from all damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or as a result of claims by third parties relating to:

7.3.1. Licensee’s use of any Work outside the scope of this License;

7.3.2. Any other actual or alleged breach by Licensee of this License; or

7.3.3. Licensee’s failure to obtain any required permission, license, or release.

8. Term and Termination.

8.1. Subject to the above terms and conditions, the License granted here is for one year beginning on the date of purchase and shall be automatically renewed on an annual basis for the duration of the applicable copyright of the Work. Notwithstanding the above, TTUHSC 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, unless terminated earlier under this Article 8.

8.2. This License and all rights granted under this License will automatically terminate without notice from TTUHSC if Licensee:

8.2.1. Breaches any term of this License and fails to remedy the breach within 30 days of receiving written notice of the breach from TTUHSC;

8.2.2. Attempts to assign, sublicense, transfer, or otherwise convey rights under this License, without first obtaining TTUHSC’s written consent, any of the rights granted to Licensee under this License;

8.2.3. Uses the Work in a manner in violation of, or otherwise inconsistent with, the restrictions imposed by or in connection with Article 4 of this License; or

8.2.4. Uses the Work in a manner not expressly permitted by this License.

8.3. All rights granted by this License, including, without limitation, Licensee’s right to use the Work, will expire upon termination of this License, and upon termination Licensee must immediately cease and desist from all use of the Work.

8.4. TTUHSC may terminate this License at any time, with or without cause, by giving the Licensee thirty (30) days written notice.

9. General Provisions.

9.1. Relationship of the Parties. Nothing contained in the License shall be construed as creating any agency, partnership, or other form of joint enterprise between the Parties. The relationship between the Parties shall at all times be that of independent contractors. Neither Party shall have authority to contract for or bind the other in any manner whatsoever. The License confers no rights upon either Party except those expressly granted herein.

9.2. Notices. Notices or other communications required by this License will be sufficiently made or given if mailed by certified First Class United States mail, postage pre-paid, or by commercial carrier (e.g., FedEx, UPS, etc.) when the carrier maintains receipt or record of delivery, addressed to the address stated below, or to the last address specified in writing by the intended recipient.

If to TTUHSC: Craig D. Cox, PharmD, FCCP, BCPS Associate Professor, Pharmacy Practice Vice Chair, Experiential Programs Texas Tech University Health Sciences Center School of Pharmacy 3601 4th Street, STOP 8162 Lubbock TX 79430

9.3. Assignment. This License, with the rights and privileges it creates, is assignable only with the written consent of both Parties.

9.4. Governing Law. The License shall be construed in accordance with, and all disputes hereunder, shall be governed by the laws of the State of Texas.

9.5. Jurisdiction and Venue. The Texas state courts of Lubbock County, Texas (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of Texas) shall have exclusive jurisdiction and venue over any dispute arising out of the License, and Licensee hereby consents to the jurisdiction of such courts.

9.6. Headings. Headings are solely for convenience of reference and are not part of, and may not be used to construe, this License.

9.7. Severability. If any provision of this License is invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. A waiver of any breach of this License does not waive any other breach of the same or other provision of this License. A waiver is not effective unless made in writing.

9.8. Privileges and Immunities. TTUHSC is an agency of the State of Texas and nothing in this Agreement waives or relinquishes TTUHSC’s right to claim any exemptions, privileges, or immunities as may be provided by law.

9.9. Entire License. This License contains the entire understanding of the Parties as to the Licensed Works, and supersedes all other written and oral agreements between the Parties as to the Licensed Works.