Includes unlimited use of the curriculum and rights to show the film for which the educational license is purchased to a single classroom or small group at a time.
This License Agreement (this “Agreement”) is made by and between Transcendental Media LLC (“Licensor”) and the Licensee named on the Order Confirmation to grant a license for the limited, non-broadcast, public exhibition of the film for which the license is purchased (the “Film”). This license does not expire.
In consideration of the payment of the purchase price, as indicated in the order confirmation or invoice, the sufficiency of which is hereby acknowledged, Licensor hereby grants to Licensee, upon payment of such license fee, without warranty, a limited, non-exclusive, non-sub-licensable, non-transferable license to publicly perform and display the Film at the Screening(s), subject to the terms and conditions specified herein:
* Licensee hereby expressly agrees that the Film shall be exhibited for classroom or Small Group instruction purposes only (not in a commercial theater) where all viewers, projector, or monitor(s) and playback unit are in the same room (“in-room use”). For the purposes of this Agreement “Small Group” is defined as fewer than 30 students.
* Licensee agrees that the Film may be exhibited on the campus, base, or library for which the License was purchased only. Exhibition at additional locations is subject to the written permission of Licensor and any additional licensing fees and contract terms. Exhibition for larger audiences (school-wide or non-student) also requires additional licensing and contract terms. Licenses can be upgraded to include these broader public rights upon request and payment.
* Licensee agrees that it shall not permit the Film to be 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. Authorized members of the library, school, or military community at Licensee’s location may be allowed limited lending privileges for private home use only. Duplication will only be allowed for format conversion, subtitling, or translation, and only with Licensor’s prior written approval. Licensee agrees to assign, and hereby does assign, to Licensor, the copyright to any duplication, conversion, subtitling or translation of the Film, and Licensor agrees to promptly execute all documents required to perfect such copyright assignment(s).
* Licensee shall exhibit the Film in its entirety only. Licensee shall not cut or alter the Film. In no event shall the Film be exhibited without the complete copyright notices and/or credits contained therein.
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.
Except for the license granted hereunder, Licensee agrees and acknowledges that Licensor expressly reserves all rights, title, and interest, in and to the Film.
This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements relating to such subject matter. Any amendments, changes, or modifications shall have legal effect and be binding only if made in writing and signed by both parties.
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.