This Content Sharing & Intellectual Property Agreement (“Agreement”) is entered into by and between:
Vestibular Disorders Association (VeDA), a nonprofit organization, and the person/Company signing this agreement, herein referred to as “the Company.”
1. Purpose
The purpose of this Agreement is to define the terms under which VeDA agrees to share summaries of select articles with the Company for publication on the Company’s platform, while protecting VeDA’s intellectual property and copyrighted materials.
2. Content Shared
- VeDA will provide the Company with summaries of select articles for publication on the Company’s platform.
- Each summary must be published exactly as provided by VeDA, with no edits, adaptations, or modifications of any kind.
- Each published summary must include a clear and direct link to the full original article hosted on VeDA’s website.
3. Intellectual Property & Copyright
- All intellectual property rights, including copyrights, trademarks, and related rights, in and to the summaries and the original articles remain the exclusive property of VeDA.
- This Agreement grants the Company a limited, non-exclusive, revocable license to publish only the specific summaries provided by VeDA, solely for the purpose described in this Agreement.
- The Company agrees to clearly and prominently credit the Vestibular Disorders Association (VeDA) as the author of all summaries provided by VeDA. Attribution must appear with each published summary and must identify the author exactly as “The Vestibular Disorders Association (VeDA).” No modification, substitution, or co-branding of authorship is permitted.
- No other VeDA content may be published, reproduced, distributed, or displayed by the Company without prior written permission from VeDA. This restriction includes, but is not limited to:
- Full articles
- PDFs
- Graphics, charts, or images
- Any other materials hosted on the VeDA website
4. No Derivative Works
The Company may not create derivative works based on VeDA content, including summaries, excerpts, adaptations, or re-formatted versions, unless explicitly authorized in writing by VeDA.
5. Access for Compliance Review
The Company agrees to provide VeDA with reasonable access to view the content as published on the Company’s platform for the sole purpose of verifying compliance with the terms of this Agreement.
6. Term and Termination
- This Agreement shall remain in effect until canceled by either party, for any reason, upon written notice.
- VeDA may terminate this Agreement immediately in the event of:
- Any violation of the terms of this Agreement
- A change in VeDA policy
- Any use of VeDA content not expressly permitted herein
- Upon termination, all VeDA content must be removed immediately from the Company’s platform, including summaries and any associated links or references.
7. No Endorsement
Nothing in this Agreement shall be construed as an endorsement by VeDA of the Company or any products or services offered through the Company’s platform.
8. Limitation of Liability
Each party agrees that it is solely responsible for its own actions and content. Neither party shall be liable for indirect, incidental, or consequential damages arising out of this Agreement.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state in which VeDA is incorporated, without regard to conflict-of-law principles.
10. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes any prior oral or written agreements. Any amendments must be made in writing and signed by both Parties.
