CHINATOWN RISING LICENSE TO USE AGREEMENT
This Chinatown Rising license to use agreement (the “Agreement”) is entered into by Chinatown Rising (“Licensor”) and You (“Licensee”) (collectively, the “Parties”). This Agreement is effective when Licensee clicks on the “accept” button. By clicking on the “accept” button, Licensee acknowledges that it has agreed to all of the terms and conditions of this Agreement which shall govern Licensee access and terms of use of the documentary “Chinatown Rising” a film about the Asian-American Movement from the perspective of the young residents on the front lines of their historic neighborhood in transition. Through publicly challenging the conservative views of their elders, their demonstrations and protests of the 1960s-1980s rattled the once quiet streets during the community’s shift in power. Forty-five years later, in intimate interviews these activists recall their roles and experiences in response to the need for social change (the “Documentary”).
1. LICENSE
1.1. Subject to the terms and conditions of this Agreement, Licensor, grants to Licensee without warranty, a limited, non-exclusive, non–sublicensable and non-transferable, revocable license to use for Licensee's internal non-commercial purposes to conduct educational screening of the Documentary which Licensee has paid the required license fees. Licensee’s use of the content is at licensee’s sole risk.
1.2. Any other use, display, showing, distribution or other exploitation of the Documentary without the prior written consent of Licensor and the payment of the most current and applicable license fee, which is subject to change at the discretion of Licensor, is strictly prohibited.
1.3. Subject to Licensee paid fee and chosen option on the Chinatown Rising website, Licensor shall provide either 1) 2-DVD set and digital study guide, 2) streaming services to access the Documentary or 3) for educational institutions only, a digital copy to host and stream content online through Licensee password-protected server (collectively the “Tools”), and excerpts and study guide (the “Documentation”).
2. SCOPE OF LICENSED USE
2.1. The License allows for limited performance of the Documentary, which shall mean, educational screening solely for Licensee’s internal audience (“Limited Performance”), such like its members, employees, member’s and/or employees family members, and at Licensee’s premises only for educational purposes, promoting positively the historical events (“Approved Purpose”).
2.2. This License is associated to one (1) Licensee’s premises only. Licensee’s premises shall mean the specific premises that has been assigned by Licensee when this License was bought (“Dedicated Premises”).
3. LICENSE RESTRICTIONS
3.1. Licensee understands and acknowledge that this License is strictly for non-commercial use only; no admission can be charged or leveraged for making any profits. Any commercial use of the Documentary is strictly prohibited without obtaining a commercial use license from Licensor.
3.2. This License is for the Dedicated Premises only, this will include distance-learning classes and Licensee’s members who are enrolled by the Licensee for Limited Performance through that Dedicated Premises. For any Limited Performance of the Documentary at other premises than the Dedicated Premises, Licensee shall buy additional licenses. For the avoidance of doubt, sharing the Documentary between two or more campuses, or with other institutions, or with individuals, classes or groups who are not specifically affiliated through employment or enrollment with the Licensee is not permitted.
3.3. Advertising/Marketing/Publicity: Licensee is allowed to promote the Documentary to its internal audience subject to the terms in this Agreement.
3.4. Tools Passwords and Account Access. The member who created the Chinatown Rising member account and whose payment method is charged (the "Account Owner") is responsible for any activity that occurs through the Chinatown Rising account. To maintain control over the account and to prevent anyone from accessing the account, the Account Owner should maintain control over the access of the streaming services, password-protected server and not reveal the password or details of the account to anyone. Licensee is responsible for updating and maintaining the accuracy of the information Licensee is provide to Licensor relating to Licensee account. Licensor can terminate Licensee account or place Licensee account on hold in order to protect Licensee and Licensor from any fraudulent activity.
4. OWNERSHIP
4.1. Licensor is the sole and exclusive owner of all right, title, and interest in and to the Documentary, Tools and Documentation, including all Intellectual Property Rights relating thereto.
4.2. Use Restrictions and Obligations. Licensee is granted no rights to:
a) Copy Tools, in whole or in part.
b) Modify, correct, adapt, translate, enhance or otherwise prepare derivative works of the Documentary, Tools and/or Documentation.
c) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, broadcast, perform loop showing or make available online or otherwise make available the Documentary, Tools and/or Documentation to any third party.
4.3. Licensee shall ensure that the Tools and Documentation are protected at all times from misuse, damage, destruction or any form of unauthorised use, copying or disclosure.
4.4. Licensee shall notify the Licensor in writing immediately after it becomes aware of any circumstance which may suggest that any person may have unauthorized access, possession or use of the Documentary, Tools or Documentation.
4.5. 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.
4.6. 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.
5. TITLE
5.1. In any marketing or press materials for the Limited Performance for Approved Purpose screening, Licensee must:
a) use the full and correct title of the Documentary,
b) credit Producers “Chuckwow Productions”.
5.2. Maintain all proprietary notices on the Documentary, Tools and Documentation.
6. Publicity
6.1. Licensee agrees and acknowledges that Licensor can use the Licensee’s name and publish this on Licensor’s website, social media and electronic or paper form newsletters. Where Licensee do not wish its name to be published on Licensor’s website, Licensee shall make sure it has checked the box of “Do Not Publish” upon buying this License.
6.2. Except for Section 6.1. neither Party shall use the trademarks of the other Party in any news release, public announcement or advertisement without securing the prior written consent of the other Party.
7. Term and Termination
7.1. The term of any streaming services and digital copy to host and stream shall be concurrent with the applicable term defined and chosen during the online purchase. Upon expiration, non-renewal, or any termination of the License, all of the Licensee’s rights to use the Documentary shall cease.
7.2. Licensor may terminate this Agreement, use of streaming services, the digital copy to host and stream if Licensee violates any terms or engaged in illegal or fraudulent use of the streaming services.
7.3. Upon expiration of the term or any termination of this Agreement, all rights granted under this License shall cease and Licensee shall immediately erase, delete, destroy or return to the Licensor (at the Licensor’s option) all Tools then in its possession, custody or control and, in the case of destruction, certify to Licensor that it has done so. Failure by Licensee to comply at the end of the term or upon any termination of the License will be regarded as a violation of U.S. Copyright law and subject to legal action.
8. Streaming Services
The quality of the display of the Documentary may vary from device to device, and may be affected by a variety of factors, such as your location, the bandwidth available through and/or speed of your Internet connection. You are responsible for all internet access charges. Please check with your internet provider for information on possible internet data usage charges. The time it takes to begin watching the Documentary content will vary based on a number of factors, including your location, available bandwidth at the time and the configuration of your device.
9. Digital Copy to host onsite (Digital Site License)
This Section 9, is applicable to educational institutions only, who have purchased a digital copy to host and stream content online through Licensee password-protected server. Licensee acknowledges and understands that a digital copy is provided AS-IS and one-time only. Licensee has seven (7) business days to download the Documentary upon which the link provided in the email will expire.
10. 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.
C. 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 use of the Documentary, Tools, Documentation or breach of this Agreement. Licensee agrees to give Licensor prompt notice of any claim or proceeding and an opportunity to retain counsel at Licensee’s expense. This indemnity shall survive the termination of this Agreement.
D. Licensor agrees to defend, indemnify and hold Licensee and each of its parent 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 any breach or alleged breach of this Agreement. Licensor agrees to give Licensee prompt notice of any claim or proceeding and an opportunity to retain counsel at Licensor’s expense. 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 California 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.