Lucid Meeting Template Designer Terms and Conditions
Last Updated: April 18, 2015
This agreement changed on the date listed above.
We're really glad you're interested in designing Lucid Meeting Templates (“Template”). A successful meeting Template will demonstrate your expertise to the Lucid Meetings community.
This agreement (the “Agreement”) is a binding agreement between you (“you” or “Designer”) and Lucid Meetings. These terms govern the relationships, rights and obligations of the Designer to us and to Template users and our obligations to you.
This Agreement provides the terms and conditions of your participation in the Lucid Meetings Template Gallery program (the “Program”) and consists of:
- the terms set forth below;
- the Lucid Meetings Terms of Service; and
By accepting this agreement, you agree to list your Templates in the Program and make them available to users on the basis stated in these Terms. Please take the time to review these Terms carefully.
Creation and Ownership of Templates
As a meeting designer, you will define or have designed a new meeting structure that can be used to run meetings within Lucid Meetings. You will prepare a description of the meeting process and detailed written instructions for people who want to use the structure, according to the technical outline we provide you. This description and the instructions are the Template. We will review the Template and may ask for minor modifications to ensure the Template will work within Lucid Meetings. Once the Template is finalized we will ensure the Template is properly formatted for distribution to our users and program an option within Lucid Meetings that will allow Lucid Meetings Users (“Users”) to easily use the Template to run meetings when using the Lucid Meetings software.
When you provide the Template to us, you promise that you have the right to do so; that the information you provide is solely your creation and/or that you have the legal right to provide this information, and that your design does not infringe upon any known copyright or rights of others in any way. In the event that someone claims the Template infringes upon their rights, you indemnify us for any claim they bring against us and you release us from from liability.
You retain the rights to your content. By providing the Template to us, you grant us a license to create a derivative work based on these instructions, and a license to Users to use the Template. Templates shall not be deemed a work for hire as that term is defined under the U.S. Copyright Act. All rights granted to Lucid Meetings are contractual in nature and are wholly defined by the terms and conditions of this Agreement.
We will finalize the Template for use in Lucid Meetings, including programming our software to run the Template automatically for Users, based on your instructions. You grant us a license to integrate the Template into our software and distribute the Template to Users. At the time you provide us the Template you will tell us whether our license to the Template is exclusive or non-exclusive. You can change the exclusivity of the license at any time. Except as detailed in the “Withdrawing a Template” and “Term and Termination” sections of this Agreement, your license to us is permanent and cannot be revoked. We retain all rights to the Lucid Meetings software, including all programming related to the Template. We will work with you to ensure the final Template accurately represents the intent of your original meeting design before making it available in the Lucid Template Gallery.
You will be listed as the designer of the meeting Template in the gallery. You may include contact information, references to published works, and other links in your Template as long as:
- the information is directly germane to the subject of the meeting; and
- the information does not compete with Lucid Meetings software subscription services.
As part of the license you grant us, we have full control over the final implementation of the meeting Template.
License for Users
Templates are made available to Users in the Template Gallery. Once a User adds a Template to their account, they can use it to create new meetings based on that Template. Users can export information from the meetings they create based on a Template for use in meetings held outside Lucid Meetings. They can make copies of the Template and create a new, modified Template to better meet their needs. You expressly grant any Lucid Meeting user who acquires the Template the non-exclusive, permanent right to use the Template in this manner and create derivate works based on the Template for their personal use or use in connection with their business. Users are not granted the right to commercially distribute any derivate work they create based on the Template.
We take the privacy of Lucid Meetings users seriously, and as such, will maintain full control over information about the users who select a Template.
When we make changes to a Template, either to improve how it works or correct errors, Users who previously added the Template will automatically receive the updated version. If you or we determine that a Template requires major changes, we will create a new updated Template and remove the existing Template from the gallery.
Withdrawing a Template
You may choose to withdraw a Template from the Gallery by notifying us by email at email@example.com. We will remove the Template from the Gallery within 5 business days of receiving your notice.
Once removed, the Template cannot be added to any new accounts. We may retain a digital copy of the Template in order to provide continuing access to or re-downloads of your Template or otherwise support Users who have added a Template to their account prior to termination. All withdrawals of Templates will apply prospectively only and not with respect to any Users who acquired the Template prior to the date of removal.
Marketing & Promotion
We will have sole discretion in determining all marketing and promotions related to the Template through the Program. We may, without limitation, market and promote your Template by sharing live or video demonstrations, blogging, speaking and writing about the Template in public channels, or by making excerpts available to prospective users without charge. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market, distribute, or offer for sale any Template, or to continue marketing, distributing or selling a Template after we have commenced doing so.
We will control when the Template becomes available in the Template Gallery and if the Template is “featured” or “promoted”. We can also remove the Template from the Gallery at any time, for any reason.
Term and Termination
The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to the Program at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination by sending email to firstname.lastname@example.org. We will remove your Template from the Gallery within 5 business days from the date we receive notice of termination. We may also suspend your account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may continue to maintain digital copies of your Template in order to provide continuing access to or re-downloads of your Template or otherwise support customers who have added a Template prior to termination or suspension.
Governing Law and Dispute Resolution.
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Oregon without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute through direct negotiation. It is our intent to resolve any disputes through negotiation to avoid harming relationships and unnecessary legal fees. However, if we are unable to resolve the dispute with you within 90 days from the date that either party notifies the other that such negotiations should begin, either party may commence binding arbitration held in Portland, Oregon before a single neutral authority under the auspices of the Arbitration Service of Portland Inc. or other arbitral body mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration shall be entitled to recover its attorneys' fees and costs.
This Agreement does not create a partnership or joint venture, nor does it make you our employee or signify that either party acts as an independent contractor to the other. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party. However, in the event that Lucid Meetings is acquired, merges with another company, or sells the Lucid Meetings Service to a third-party, this Agreement, and all of our rights an obligations under it, may be transferred to the acquiring, merging or purchasing party without requiring consent from you.
You indemnify us for any harm or claim that arises from an assertion that the material you provided us infringes the intellectual property of a third-party. We will have the right to select our own counsel and direct our own defense. You agree to cover all costs associated with addressing such an assertion, including any attorneys' fees.
Limitation of Liability.
You understand that we provide the Lucid Meetings Service “as is” and cannot guarantee that it will function without error. You further understand and agree that we cannot fully protect against the damage, theft or misuse of electronic products, including the Template. You release us from liability related to the failure of our software, security and computer systems, or processes relating to the management and dissemination of meeting templates. Our total liability under this Agreement, except for our obligation to pay you in accordance with this Agreement, is limited to the total amount we paid you in the twelve-month period preceding the claim. In no instance will we be responsible for special, consequential, incidental or indirect damages.
From time to time we may need to share information with you that we consider confidential. When we do, we will clearly mark and describe the information as confidential. You agree not to share our confidential information with third-parties, other than your attorney or accountant in their roles as your advisors. You will immediately alert us if you share our confidential information with unapproved third-parties so we can take action to protect our interests. Unless information is explicitly identified as confidential, it is not considered confidential information and you may use it as you see fit.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
Headings in this Agreement are provided for descriptive purposes only. They do not, and are not intended to be used to, affect the interpretation of the language, meaning, or obligations of this Agreement.
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by sending an email to the email address associated with your Program account.