This Agreement as of the date of acceptance and payment (“Effective Date”) between Because of Sam the Movie, LLC (“Licensor”), and (“Licensee”) to obtain certain rights to screen the documentary entitled Because of Sam (the “Documentary”) as further set forth below. Licensee and Licensor agree that Licensee’s use of the Documentary will be controlled by the terms set forth below.
1. LICENSE: In exchange for the License Fee set forth, Licensor hereby grants Licensee the non-exclusive, revocable, non-sublicensable, non-transferable right to: (i) screen the Documentary at one, exclusive location of the Licensee’s organization for the life of the Documentary for the sole purpose of educating its employees using audio-visual equipment that projects the Documentary onto a screen or monitor for in-person screenings where the audience is physically located in the same room as the projected movie; beginning on the Effective Date; (ii) conduct screenings of the Documentary via DVD/USB. The “Territory” for this License shall be limited to one, exclusive location of the Licensee’s organization. There is no charge for shipping throughout the United States.
2. LICENSE FEE: In exchange for the License hereby granted by Licensor, Licensee agrees to pay to Licensor the one-time, flat fee of $497 for non-profit organizations or $997 plus tax for for-profit organizations (“License Fee”). Licensee shall pay Licensor the License Fee upon online acceptance of the License terms and which constitutes the execution of this Agreement.
3. OWNERSHIP: Licensee is granted no rights to the ownership of the Documentary whatsoever. Licensee is granted no rights to modify or use any of the materials contained in the Documentary or any trademarks or other intellectual property rights with respect to the Documentary, except as specifically set forth in this Agreement. Licensee is not authorized to reproduce the Documentary or any intellectual property rights in and to the trademarks of the Documentary in any manner nor to prepare derivative works based on the Documentary. Licensee will not knowingly, nor will it encourage or assist a third party to challenge the validity or ownership of any copyright, trademark or other intellectual property right of Licensor of any of its affiliates. Licensee will not utilize the trademarks or copyright-protected materials of Licensor or any of its affiliates in any manner that would diminish its value or harm the reputation of Licensor.
4. STANDARD TERMS:
A. Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Documentary; that Licensor has the full right, power and authority to enter into this Agreement and to grant to Licensee all of the rights and Licenses specified herein.
B. Licensee shall comply with the provisions of the Universal Copyright Convention and the laws of the United States to protect the copyright of the Documentary. Licensee understands and agrees that this Agreement is non-transferable and may not, in whole or in part, be sold, assigned, licensed, sublicensed or conveyed to any third party without the prior written consent of Licensor and any unauthorized purported assignment or transfer shall be deemed null and void.
C. Licensee is hereby prohibited from (a) exhibiting or performing the Documentary unless otherwise expressly granted hereunder, (b) editing, adapting, modifying or digitizing any portion of the Documentary, (c) using the Documentary or Licensor in any capacity to endorse any goods or services or for fundraising or in conjunction with ticket sales or sponsorships, (d) exhibiting the Documentary in a theatrical or semi-theatrical way; broadcasting the Documentary on television; streaming online, via Zoom or an intranet, or any other unauthorized transmission, and (e) loaning, renting, leasing or sharing the Documentary to or with any other institution or organization or to an individual, (f) submitting it to a credentialing body for consideration as continuing education credit or to any entity for any purpose, unless expressly authorized hereunder. Any and all rights not granted to Licensee in this Agreement are expressly reserved to and by Licensor.
D. Licensee agrees to defend, indemnify and hold Licensor and each of its parents and subsidiary companies, affiliates, predecessors, successors and assigns and the respective officers, directors, agents and employees of each harmless from and against any and all liability, losses, actions, claims, demands or damages of any kind or nature whatsoever which may arise out of Licensee’s screening of the Documentary or a breach of this Agreement. This indemnity shall survive the termination of this Agreement.
E. This Agreement represents the entire understanding of the parties and shall be construed in accordance with the laws of the state of Florida applicable to agreements fully executed and performed therein. The terms and conditions herein shall not be changed, amended or modified unless in writing signed by an authorized signatory of both parties hereto. All disputes under this Agreement shall be settled pursuant to binding arbitration before a single arbitrator. The prevailing party will be entitled to reasonable attorney fees and costs.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.