Subject to the terms and conditions of this Agreement, Josie hereby grants to Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ employees and contractors to (1) internally (a) use, reproduce, modify, prepare derivative works based upon, and display the scores of Josie’s Premium Services at the tier level selected by Customer (or set forth on a Quote (as defined below), if applicable with the specifications generally promulgated by Josie from time to time (the “Software”), excluding Options for the Enterprise Edition unless listed on the Quote, solely (i) for its internal use in connection with the development of Customer’s and/or its Affiliates’ own software, and (ii) by the number of internal users for which Customer has paid Josie; and (b) use the documentation, training materials or other materials supplied by Josie (the “Other Josie Materials”); and (2) modify the Software and publish patches to the Software, solely by the number of internal users for which Customer has paid Josie. Notwithstanding anything to the contrary, Customer agrees that Josie and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Josie Enterprise Edition subscription for the correct number of User seats. The Software and Other Josie Materials are collectively referred to herein as the “Licensed Materials.” “Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity. "User" means each individual end-user (person or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to the Licensed Materials hereunder.
Subject to the terms hereof, Josie will provide reasonable support to Customer for the Licensed Materials as set forth at /pricing/, for the support plan selected and paid for by Customer. Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from Josie’s service engineers regarding any support issue or request (including without limitation, failure to make backups of Customer’s Licensed Materials) (each, a “Support Issue”), Josie may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days’ written notice if Customer does not cure such noncompliance within the notice period.
Josie will use reasonable commercial efforts to respond to support questions by phone or email during the next business day at the latest. The number of support questions is not limited.
For all User Submissions, you hereby grant Josie a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Josie account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Josie the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission only in a manner that only certain specified users can view (for example, a comparison graph, challenge, or private message to one or more other users, via an invite, nomination, or other shared Template or Sequence, or via enabling members of your organization to see your details in the Live Feed)(a “Limited Audience User Submission”), then you grant Josie the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services, or if you share your emails using a share link (each of the foregoing, a “Public User Submission”), then you grant Josie the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Josie users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Josie’s business for any purpose, provided that Josie will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that - when you delete your Josie account - we will stop displaying your User Submissions (other than Limited Audience User Submissions and Public User Submissions, which may remain fully available to other users), but you understand and agree that it may not be possible to completely delete that content from Josie’s records and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users. In addition, User Submissions that are sent to other users (such as emails or email attachments) may be retained by the recipient users.
Finally, you understand and agree that Josie, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.