Digital License Agreement & Terms of Use

Your acquisition of a license of digital content from Films Media Group constitutes your acknowledgement and agreement to all of the terms and conditions contained below (“Terms of Use”). Films Media Group is the “Licensor” and you, the purchaser/user, are the “Licensee”.

You hereby agree to the following Terms of Use:

Key Definitions

Authorized Users: Current members of the staff of Licensee (whether on a permanent, temporary, contract or visiting basis) and individuals who are currently working or studying at Licensee’s institution, who are permitted to access Films On Demand from within the Licensee’s premises or from such other places where Authorized Users work or study (including but not limited to Authorized Users’ offices and homes, halls of residence and student dormitories) and who have been issued a password or other authentication by Licensee. Patrons not affiliated with Licensee who are physically present at Licensee's site(s) (“walk-ins”) are permitted access while physically present. Commercial Use: Use for the purposes of monetary reward (whether by or for Licensee or an Authorized User) by means of admission charge or fee for viewing, sale, loan, transfer, or other form of exploitation of the Licensed Materials. For the avoidance of doubt, neither recovery of direct costs by Licensee from Authorized Users, nor use by Licensee or by an Authorized User of the Licensed Materials in the course of research funded by a commercial organization, is deemed to be Commercial Use. Films On Demand: A web-based digital video delivery, management, and playback service operated by Licensor and located at http://digital.films.com/ . Licensed Materials: The video content and related materials (if any) you wish to acquire.

Grant of License

Licensor hereby grants to Licensee a non-exclusive, non-transferable license to provide Authorized Users access to Licensed Materials consistent with the provisions of this Agreement. Grant of License is conditional upon payment of license fee to Licensor by Licensee or third party acting on behalf of Licensee.

Free Trial Grant of License

In the event you have chosen to evaluate Films On Demand for a thirty (30) day free trial, Licensor grants to you a limited, non-exclusive, non-transferable, revocable license to stream the Content via Films On Demand for a maximum period of thirty (30) days in accordance with this Agreement. Notwithstanding the foregoing, this limited license may be cancelled by Licensor at any time, in its sole discretion, with or without notice.

Copyright

Licensee has no ownership of the Licensed Materials. Licensee may not copy, transmit, modify, distribute, sell, or create derivative works from the Licensed Materials except as expressly permitted under applicable law or as described herein.

Permitted Uses of Licensed Materials

Licensed Materials are licensed solely to Licensee and Authorized Users for classroom teaching, research, presentations, and educational non-commercial multimedia projects for use in educational institutions, provided no admission or other fees are charged for public viewing. Licensee and Authorized Users may stream, display, publicly perform, or exhibit the Licensed Materials asynchronously on a single computer or network, course management system, or password-protected website. Licensee and Authorized Users may electronically save, organize, and share Licensed Materials or parts thereof with other Authorized Users using tools provided with Films On Demand.

Term and Termination

The term of this Agreement shall be concurrent with the length of the license acquired by the Licensee and continue in force through the license duration of all Licensed Materials, including any renewals. If any of the Licensed Materials are licensed on a permanent basis, this Agreement shall be in perpetuity insofar as those Licensed Materials only are concerned. Upon termination of this Agreement, all Licensee’s rights to use the Licensed Materials and access to Films On Demand shall cease.

Notwithstanding the above, this Agreement may be terminated by Licensor if Licensee materially fails to perform or comply with this Agreement or any provision hereof, or fails to comply with this Agreement on multiple occasions the cumulative effect of which is material. Termination hereunder shall be effective 30 days after written notice of termination given by Licensor to Licensee, if Licensee’s defaults have not been cured within such 30 day period.

Password Protection/License Compliance

Licensee agrees to protect its passwords from use by unauthorized persons by taking reasonable measures to prevent access by unauthorized persons to its passwords. Upon any termination, Licensee agrees to sign an affidavit attesting to Licensee’s adherence to the terms of this paragraph, if requested by Licensor. Furthermore, Licensee agrees to take all necessary, reasonable, and prudent precautions to keep others from violating this Agreement. Licensee herein acknowledges that Licensor would be irreparably harmed in the event that unauthorized or illegal copies were made by or distributed by the Licensee or if Licensed Materials were retained after termination of this Agreement and Licensee agrees that the Licensor shall have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement and to seek other available remedies under the law.

Disclaimer of Warranties

The Licensed Materials are supplied ‘as is’ and Licensor makes no representations or warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. Licensee’s use of the Licensed Materials is at Licensee’s sole risk.

Limitation of Liability

In no event shall Licensor, its affiliates or content providers be liable for any direct, indirect, special, incidental, punitive or consequential damages arising out of or related to the use, inability to use, authorized use, performance or non-performance of the Licensed Materials, even if Licensor was previously advised of the possibility of such damages and regardless of whether such damages arise in contract, tort, under statute, in equity, at law or otherwise. Licensor shall not be liable for any delay occasioned by an act of god or the public enemy, or by riot, insurrection, strikes, labor disputes, or any failure or delay by any internet service provider, internet content delivery service or agency for any act, delay, or omission due to their negligence. Licensor shall not be responsible for any problems or delays that may occur in or on or be related to any of Licensee’s computer hardware, firmware, software, or use thereof. This includes, but is not limited to, problems that may occur as a result of Licensee’s installation and use of the Licensed Materials or technical support provided by Licensor.

Indemnification

Licensee agrees to indemnify Licensor, its directors, officers, shareholders, parents, subsidiaries, affiliates, agents and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from Licensee’s violation of these Terms of Use.

Governing Law

These Terms of Use are governed by the laws of the United States and the State of New York, without giving effect to any principles of conflicts of laws. Licensee hereby consents to the jurisdiction of the state and federal courts located in New York, New York.

Trademarks

Films for the Humanities & Sciences, Cambridge Educational, Meridian Education, Shopware, Films Media Group, and Films On Demand and their respective logos appearing in and on the Licensed Materials belong to Films Media Group, and other marks belong to third party trademark owners. Except as permitted by applicable laws, Licensee is prohibited from using any of the marks appearing on the Licensed Materials without express written consent from their respective trademark owners.

Miscellaneous

Licensor’s rights, including but not limited to all rights of remedy for Licensee's breaches under this Agreement, shall continue in perpetuity.

No delay or failure of Licensor to take action under this Agreement will constitute a waiver by Licensor, unless expressly waived in writing by Licensor.

Licensor reserves the right to change, modify, add, or remove portions of these Terms of Use or this service at any time. To see the latest version of the Terms of Use, visit LINK. Licensee's continued use of the Site following the posting of any changes will mean that Licensee has accepted the changes. Licensor may add, delete, or modify features, as well as the scope of service and support provided. Pricing, product features and specifications, and product title library are all subject to change without notice.

With the exception of the rights to use the Licensed Materials, all other provisions of this Agreement shall survive termination and shall continue to legally bind Licensee.

These Terms of Use constitutes the complete agreement of the parties and contains the entire understanding of the parties hereto relating to the Licensed Materials, supersedes any prior written or oral agreement or understandings between the parties with respect to the Licensed Materials, and cannot be changed or terminated orally.