IMPORTANT – READ CAREFULLY BEFORE REQUESTING
1IN6 BRISTLECONE DOCUMENTARY
1in6, Inc. (“1in6”) is the owner or licensee of a short motion picture documentary related to the Bristlecone Project (the “Film”), which project is an initiative to portray the reality and hope of men who have had unwanted or abusive sexual experiences in childhood (the “Mission”). 1in6 is willing to make the Film available to Recipient (defined below) under the terms and conditions stated herein (this “Agreement”).
The entity that is licensed to use the Film under this Agreement is referred to herein as “Recipient”. By clicking that you agree to the terms and conditions of this Agreement and electronically submitting your order for the Film (the “Order”) herewith, you acknowledge and agree, on behalf of yourself and the Recipient, that the following terms and conditions will become binding on the Parties (defined below) as of the date 1in6 confirms by email 1in6’s acceptance of the Order (the “Effective Date”). Any access or use or distribution of the Film by Recipient further constitutes acceptance of this Agreement. If you do not agree to the following terms and conditions, you are not permitted to access, use, display, reproduce, perform, or distribute the Film. You also represent and warrant to 1in6 that you have the right and authority to bind the Recipient to the following terms and conditions. 1in6 and Recipient are sometimes referred to herein as a “Party”, and together as the “Parties”.
TERMS AND CONDITIONS
ORDER AND DELIVERY OF THE FILM. Upon 1in6’s receipt of the Order, 1in6 may, in 1in6’s sole discretion, accept the Order for fulfillment. 1in6 shall send confirmation of such acceptance to Recipient’s email address provided with the Order. 1in6 shall have no obligation to notify Recipient if 1in6 rejects an Order. Following 1in6’s acceptance of an Order, 1in6 will deliver or make available to Recipient one digital copy of the Film in a format determined in 1in6’s sole discretion (“Delivery”). As between 1in6 and Recipient, the Order shall be deemed completed and the Film delivered on the date of such Delivery (such date, the “Delivery Date”).
Film. Subject to the terms and conditions of this Agreement, 1in6 hereby grants to Recipient a non-exclusive, non-transferable, royalty-free, revocable, limited license (without the right to sublicense), effective as of the Delivery Date, solely during the term of this Agreement, to publicly perform the Film at Recipient’s premises or other location expressly set forth in the Order, solely in furtherance of the Mission and solely for not for profit, educational purposes. Recipient may not charge audience members to view the Film.
Nothing contained in this Agreement will give Recipient any license to the Film, other than as set forth above.
Restrictions on and Requirements of Use of Film. Recipient acknowledges and agrees (a) not to modify or alter in any respect the Film, or distribute the Film, without 1in6’s prior written consent; (b) that it shall, on request, provide 1in6 with a description of Recipient’s use and performance of the Film and otherwise make Recipient’s premises (or such other location where the Film is performed) available to tour, free of charge, by 1in6, and for review and approval by 1in6. In the event 1in6 disapproves of Recipient’s use or performance of the Film, Recipient shall cease all use and performance of the Film until 1in6’s concerns are rectified. For the avoidance of doubt, the licenses granted above in Section 2.1 shall not be construed to prevent 1in6 from continuing to use, modify, perform, display, distribute, and otherwise license the Film as it sees fit.
License Period. Recipient understands and agrees that its use of the Film will be limited to the period of time commencing on the Delivery Date and running through and including the date that is 180 days following the Delivery Date (such 180th day, the “License Termination Date”). If 1in6’s confirmation email of acceptance of the Order includes any further restrictions on the license period, the manner of display or performance, the number of times displayed or similar restriction, Recipient shall comply with such restrictions, which shall be incorporated as terms of this Agreement.
2.4 Privacy. Recipient agrees to respect the privacy of the individuals appearing in the Film and not to contact or attempt to contact such individuals. Recipient further agrees not to permit or assist any third party to contact or attempt to contract the individuals appearing in the Film.
INTELLECTUAL PROPERTY. Recipient acknowledges and agrees that, as between 1in6 and Recipient, 1in6 is the owner of all right, title and interest in and to the Film, and any and all intellectual property rights therein. Recipient will not contest or aid others in contesting the validity or enforceability of 1in6’s ownership in and to the Film, nor take any other action inconsistent with 1in6’s ownership interest in or rights to use and sublicense the Film.
EXPENSES. Recipient shall be responsible for and will promptly reimburse and indemnify and hold 1in6 harmless from and against all costs and expenses incurred by 1in6 on behalf of Recipient hereunder, including, without limitation, costs and expenses associated with Delivery, shipping, and the like.
REPRESENTATIONS & WARRANTIES.
Organization, Power and Licenses. Recipient represents and warrants it is duly organized, validly existing and in good standing, with all necessary power and authority and all licenses, permits and authorizations necessary to enter into this Agreement and to carry on its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted in connection with this Agreement. The accessing, utilizing or performing of the Film under the terms of this Agreement has been duly authorized by all necessary action on the part of Recipient and no other actions on Recipient's part are necessary to authorize the execution, delivery and performance by Recipient of this Agreement.
Warranty Disclaimer. THE FILM IS PROVIDED AND LICENSED BY 1IN6 ON AN “AS IS” AND “WITH ALL FAULTS BASIS”. 1IN6 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE FILM, WHETHER EXPRESS, IMPLIED OR STATUTORY. 1IN6 EXPRESSLY DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, VALIDITY, OR ENFORCEABILITY.
LIMITATION ON LIABILITY. IN NO EVENT WILL 1IN6 BE LIABLE TO RECIPIENT OR ANY THIRD PARTY UNDER ANY CONTRACT, ESTOPPEL, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR ANY LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ARISING FROM OR RELATING TO THIS AGREEMENT AND THE FILM. IN NO EVENT WILL 1IN6'S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE FILM, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY, EXCEED THE LESSER OF THE TOTAL AMOUNT PAID BY RECIPIENT TO 1IN6 UNDER THIS AGREEMENT OR $100 USD.
INDEMNITY. Recipient will defend, indemnify, and hold 1in6 and its officers, directors, employees, and agents harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to: (a) any use or misuse or performance of the Film by or for Recipient; (b) any breach of this Agreement by Recipient; (c) the negligence, willful misconduct, or fraud of Recipient.
TERM AND TERMINATION.
Term. The term of this Agreement will begin on the Effective Date and continues until the License Termination Date.
Termination. Either Party may immediately terminate this Agreement by giving a written notice of termination to the other Party. Upon termination of this Agreement, (i) the licenses granted by 1in6 to Recipient under this Agreement will be immediately revoked, and (ii) Recipient will immediately cease all further use of the Film and will promptly either return to 1in6 or destroy (at 1in6’s election) any copies of the Film in Recipient’s possession.
Survival. Sections 3, 4, 5, 6, 7, 8.2, 8.3 and 9 shall survive any termination or expiration of this Agreement.
Counterparts and Facsimile. This Agreement may be executed in multiple counterparts each of which will be deemed an original, and all of which collectively constitute a single document.
Severability. In the event any term, condition, or provision of this Agreement is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, the fact that such term, covenant, condition, or provision is invalid, void, or otherwise unenforceable shall in no way affect the validity or enforceability of any other term, covenant, condition, or provision of this Agreement.
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the law applicable in the United States and the State of California without giving effect to such state’s laws addressing conflicts of law. The Parties hereto agree that the state and federal courts in Orange County, CA shall have exclusive jurisdiction over any disputes arising under this Agreement and each of the parties hereto consents to and shall not dispute the exclusive jurisdiction and venue of said district for such purpose.
Injunctive Relief. Recipient acknowledges and agrees that any actual or threatened breach of this Agreement by Recipient will constitute immediate and irreparable harm to 1in6 for which monetary damages would be an inadequate remedy and that injunctive relief is an appropriate remedy for such breach.
Attorneys’ Fees. In the event of litigation between the Parties with respect to this Agreement or the transaction contemplated hereby, the prevailing Party therein shall be entitled to recover from the losing party all of its costs of enforcement and litigation, including, but not limited to, its reasonable attorneys’ and paralegal fees, witness fees, court reporters’ fees and other related costs.
Relationship of the Parties. This Agreement shall not be deemed or construed by the parties, nor by any third party, as creating the relationship of (a) principal and agent, (b) partnership or other associate relationship, or (c) joint venture between the Parties, nor shall this Agreement be construed to authorize either to act as agent for the other.
Notice Requirements. All notifications under this Agreement regarding breach, indemnity or termination shall be in writing and shall be addressed, (a) if (i) to 1in6, at the address set forth below, and (ii) if to Recipient, at the address designated by Recipient or if none, then at such address which 1in6 reasonably identifies for Recipient, or (b) at such other address as may hereafter be designated by either party in writing. All other notices under this Agreement may be accomplished via electronic mail (“email”).
IF TO 1IN6:
P.O. Box 222033
Santa Clarita, CA 91322
ATTN: Steve LePore
Assignment. This Agreement, including any rights and obligations hereunder, may not be assigned or delegated by Recipient, whether by merger, operation of law, or otherwise, to any third party, without the prior express written consent of 1in6. This Agreement, including any rights and obligations hereunder, may be assigned or delegated by 1in6 to any entity, including but not limited to any trustee appointed for 1in6. This Agreement is binding upon each of the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Any attempted assignment in violation of the foregoing will be null and void.
Entire Agreement. This Agreement embodies the entire agreement between the Parties in connection with the transactions contemplated hereby, and there are no oral or parol agreements, representations, or inducements existing between the Parties relating to subject matter of this Agreement. This Agreement may only be modified by a written agreement executed by both Parties.