Terms & Conditions

As part of the Program, the Utility will:

• Only use the Program within the Utility’s service territory. Keep all information and Program documents obtained from Milepost confidential, meaning: (a) that the Utility will not access it, retain it, copy it, or use it except as needed for participation; and (b) that the Utility will keep all working copies and files containing confidential information—and all devices containing those copies or files—secured from unauthorized access and copying.
• Not change, modify, or create a variation of the Monster Characters or any additional characters of the Monster Detective Collective. The Utility shall not take any action that might dilute, tarnish, disparage, or reflect adversely on Milepost or diminish the value or goodwill associated therewith.
• Not sublicense the Program to a third party without the written consent of Milepost.
• Authorize Milepost to identify the Utility as a customer and to use its logo, program utilization descriptions, and examples of final program deliverables that do not contain the Utility’s confidential information. This information will not be presented as a recommendation or endorsement without the Utility’s express permission. If requested, the Utility’s name and logo will be redacted from marketing materials and kept confidential.
• Both Milepost and the Utility (jointly, the “Parties”) further agree to indemnify and to hold the other harmless for any claims asserted against the other relating to this Agreement, including but not limited to claims based on the indemnifier’s negligence, errors, omissions, or breaches of confidentiality.

 

Except as may otherwise be provided, and except for joint works, compilations, and other collective works mutually created and owned by both Parties, the Parties agree and understand that Milepost’s original works are specially ordered or commissioned by Milepost and are owned by Milepost under Section 101 of the Copyright Act (17 U.S.C. §101). The Utility will obtain Milepost’s written permission before the Utility retains or copies any document or file from its work with Milepost.

The Utility is granted a perpetual, non-exclusive, non-transferable license to use, display, and distribute the Program materials within its service territory for educational purposes. The Utility shall not alter, modify, adapt, or create derivative works from any part of the Program. All intellectual property, including characters and designs, remains solely owned by Milepost.

The Parties agree that this written Agreement contains all the terms of their Agreement and agree that nothing outside of this written agreement can change or modify any of its terms except an amendment signed by both Parties.

This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same Agreement. This Agreement embodies the entire agreement between Milepost and the Utility and supersedes all other communications, either oral or written. No further agreement or amendment shall be valid except pursuant to a supplement or amendment to this Agreement signed by both Parties.

Except as otherwise indicated, this Agreement may not be assigned by either Party without the consent of the other Party.

Either Party may terminate the licensing terms of this Agreement on thirty (30) days prior written notice if the other Party is notified of a breach of the terms of this Agreement and such breach is not cured within those thirty (30) days.

By submitting payment, the Utility agrees to fulfill its obligations under this agreement.