This Licensing Agreement (the “Agreement”) between One Day One Cause LLC (dba The Rebound), (the “Licensor”), and the Licensee named in this form and on the Order Confirmation ("the Application"), is made to grant the Licensee the limited, non-broadcast, non-exclusive license for non-theatrical exhibition in accordance with the following terms and conditions.
1. RIGHTS GRANTED:
Producer grants the Licensee the non-exclusive, non-transferable right to:
(a1) If purchasing the Public Viewing Edition: exhibit the Film in a non-commercial, non-theatrical setting for educational use within a campus, classroom, gallery, library, lecture hall, museum, or similar educational context, by means of the Blu-Ray/DVD to be furnished by Producer to Licensee for screening(s) at the single licensed location named on the form.
(a2) If purchasing the Classroom Viewing Edition: Exhibit the Film for educational use only within a classroom, library, lecture hall, or similar educational context, by means of the Blu-Ray/DVD to be furnished by Producer to Licensee for screening(s) at the single licensed location named on the form.
(b) include the Film in Licensee’s public library to its authorized card-holders for the purposes of research, education, or other non-commercial or non-performance use for student, staff, and faculty or any additional authorized users.
The Licensee must not :
(a) This license is non-transferable. Licensee shall not publicly stream, perform, communicate, transmit, broadcast, rent, loan, distribute or otherwise make available any part of the Film (or permit others to do the same) through any form of diffusion system, computer network or system whether open or closed (including without limitation the Internet) or telecommunications network.
(b) screen or perform the film outside the single licensed location
(c) cause or authorize any advertising, promotional, or other commercial material to be displayed before or following the Film unless approved in writing by Licensor.
(d) charge an admission fee, however donations may be accepted
(e) edit, dub, or alter any Film in whole or in part (including credits and copyright notices)
2. RESTRICTIONS: The rights contained herein are non-transferable. With the exception of public, K-12 and university libraries lending programs to their authorized cardholders, any form of renting, sublicensing, subleasing, duplicating, digitizing, selling, broadcast, cablecast, webcast, loan or transfer to any other institutions or venues, or any other act not expressly permitted in this Agreement is strictly prohibited.
3. COPYRIGHT: Licensee is not granted rights to the ownership of the copyrighted materials contained in the DVD, Blu-Ray or other media file of the selected Film.
Licensee agrees that it shall not permit the Film to be recorded, reproduced, distributed, duplicated, sold, lent, transferred, or otherwise made available, to any other person or entity, at any time or in any manner, other than as set forth in this Agreement.
4. PAYMENT AND DELIVERY: Licensee shall pay the Producer the non-refundable fee (the “License Fee”) plus shipping charges and sales tax, applicable to the Licensee at the time of purchase. Following receipt of License Fee the Blu-Ray/DVD will be shipped to the Licensee’s address as written at the time of ordering.
5. MEDIA TESTING: Licensee agrees to test the Film on the projection equipment in advance of the Screening(s). Licensee shall notify Producer in writing of any defects with Blu-Ray/DVD within 10 days of receipt.
6. LIMITATIONS OF LIABILITY: In the event that the Film delivered is defective in any way and communicated to Licensor within 10 days of delivery, Producer shall be solely liable to replace such Film in a timely manner. Producer shall have no other obligations and/or liabilities to Licensee.
7. LICENSEE WARRANTIES AND REPRESENTATIONS: Licensee warrants and represents that (a) the person listed on the order form is authorized to agree to the terms of this Agreement; (b) the titles, credits, copyright, and trademark notices appearing on the Blu-Ray/DVD delivered by Producer to Licensee will appear unaltered in all exhibitions of the Film by the Licensor; (c) it will not use, distribute, or exploit or authorize the use, distribution, or exploitation of the Film in any manner not specifically authorized hereunder.
8. RESERVATION OF RIGHTS: All rights, including without limitation, all rights, title, and interest, in and to the copyright of the Film not expressly granted hereunder are reserved by Producer.
9. DEFAULT: In the event of Licensee’s default hereunder, in addition to other remedies, Licensee shall immediately cease any use of the Film
10. MISC: Licensor makes no warranties, express, implied, or otherwise, and hereby expressly disclaims any implied warranty of merchantability or fitness for a particular purpose with respect to the Film.
11. COMPLETE AGREEMENT: This Agreement constitutes the entire agreement between the parties regarding the matters hereunder. This Agreement shall be construed in accordance with, and shall be in all respects, governed by the laws of the State of California. By paying the invoice and accepting delivery of the Film, Licensee acknowledges that it has read this Agreement, understood its terms and conditions, and has voluntarily accepted its provisions.
12. LIMITATION OF LIABILITY: Under no circumstance, will either party hereunder be liable to the other for any indirect, incidental, special, consequential or punitive damages (including without limitation, lost revenue, lost profits, loss of income or loss of business advantage), whether or not foreseeable, even if the party suffering such damages, or an authorized representative of such party, has been advised of the possibility of such damages. In no event will licensor's aggregate liability under this agreement exceed the greater of: (i) the amounts paid by licensee to licensor under this agreement; or (ii) one hundred us dollars (us$100). The foregoing limitations of liability shall remain in full force and effect, regardless of whether either party’s remedies hereunder are determined to have failed their essential purpose.
In witness whereof, the parties have executed this Agreement as of the date first hereinabove stated or date of purchase.