PlaybackTM Drive & Orange Thread Media, LLC End User License Agreement
In summary, here are some general guidelines:
You are able to make one copy, backup or archive of the content as necessary for use within the same purchasing organization. You may use the content in any virtual kind of corporate setting: service, event, conference, concert, bible study, multimedia presentation, film and video presentation, commercial, DVD menu, etc. You are allowed to ask us any questions if you have concerns or inquires about usage. You are encouraged to read the entire document, not just this overview! Do NOT use the content in any template for resale. Do NOT copy, duplicate, replicate or re-master the Content on this drive in any way. Do NOT broadcast the Content over the Internet, radio or television. Do NOT provide the Content in downloadable format on the internet or use the Content on a website. Do NOT repackage the Content with any other collection of media products for distribution or resale.
CONTENT LICENSE AGREEMENT This is a legal contract between you and Orange Thread Media, LLC. By purchasing a PlaybackTM Drive from our website, you have agreed to be bound by the terms of this Agreement in respect of the Content stored therein. If you do not accept or agree with these terms, do not purchase a PlaybackTM Drive.
This is a license, not a sale. We, or our Producers, continue to own the intellectual property rights in the Content. The Content is provided under the terms of the following license agreement (“Agreement”) that states what you may and may not do with the Content and contains limitations on warranties and remedies. Only you are permitted to use the Content. Any additional persons who wish to use the Content must purchase an additional copy of the PlaybackTM Drive from thePlaybackTM Drive website themselves.
Within this Agreement, “Orange Thread Media, LLC”, OTM, “we”, “our” and “us” refers to Orange Thread Media, LLC, and “you” and “your” refers to you, the customer/church/organization.
1. This Agreement governs your use of all OTM’s Content (namely, any photographic image, animation, video or film clip, illustration, audio clip, Flash file, or other audio-visual material in any format that you are downloading from the OTM website in conjunction with you entering into this Agreement with OTM (“Content”). You acknowledge that the Content is the property of OTM and its Producers (third party entities that distribute their media and content through OTM). If you are entering this Agreement on behalf of your church, ministry, organization or entity, then your entity is bound to the license granted and the restrictions and limitations detailed herein regardless of your future employment with such entity.
2. We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by OTM or its Partners, as the case may be.
3. You may:
(a) you may physically transfer the Content to an alternate place for the purpose of archive;
(b) make one (1) copy of the Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy;
(c) use the product on an unlimited, royalty-free basis, assuming all other manners of this agreement have been followed.
(d) show the Content in corporate settings (i.e. concerts, church services, conferences);
(e) transfer files containing Content to your entity’s server, printer, or ISP for the purpose of presentation, provided that such parties shall have no further rights to use the Content.
4. You may not do anything with the Content that is not expressly permitted. You may not provide a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. For greater certainty, you may not:
(a) use the Content in other video/media clips for resale or reproduction, including, without limitation, video of Content being used in an event, video of Content being used in a conference;
(b) broadcast the video/media clips through any medium, including, without limitation, the Internet, radio or television;
(c) use the Content or portions of the Content for your website;
(d) incorporate the Content in any product that results in a re-distribution of the Content or portions of the content
(e) use the Content in a fashion that is considered by OTM (acting reasonably) as obscene, defamatory or libelous in nature;
(f) copy, duplicate, replicate or re-master the Content in any way
(g) remove any notice of copyright, trademark or other proprietary right from any place where it appears on or in the Content or its accompanying materials;
(h) sub-license, re-sell, rent, lend, or otherwise distribute the Content;
(i) post a copy of the Content on a network server or web server for use by other users;
(j) broadcast the Content over the Internet, radio or television; or
(j) transfer the rights to the Content or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement.
5. This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content to cease using the Content for any purpose, and to confirm to OTM in writing that you have complied with these requirements.
6. Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to OTM under this agreement or your obligations to not use the Content other than in the manner permitted under this Agreement.
LIMITED REPRESENTATIONS AND WARRANTIES:
7. The OTM website acts as an exchange of Content between those who provide Content to the website (our Producers) and those who wish to use such Content. Accordingly, OTM makes no representation or warranty that any Content provided is Royalty Free.
8. Statements as to any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the Producer who uploaded or otherwise provided the Content to our website.
9. THE CONTENT AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. OTM DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT OTM) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.
10. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
LIMITATION OF REMEDIES & LIABILITY:
11. IN NO EVENT SHALL OTM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
12. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO OTM UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE CONTENT.
13. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. INDEMNIFICATION:
14. You agree to indemnify and hold OTM harmless against all claims or liability asserted against OTM arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
15. If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
16. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
17. OTM reserves the right to elect at a later date to replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.
JURISDICTION & ARBITRATION:
18. This Agreement will be governed under the laws of the State of Tennessee and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time
19. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Nashville, Davidson County, Tennessee.
20. If OTM is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse OTM for its legal fees, costs and disbursements if OTM is successful.
21. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND OTM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND OTM RELATING TO THE SUBJECT OF THIS AGREEMENT.