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Sunset Graphics, Inc.
("SGI") grants you a non-exclusive, nontransferable twelve (12)
month license to use the enclosed video (the "Video"- all formats
inclusive DVD/VHS/Web Based Feed) according to the terms and conditions herein.
You may make unlimited
copies of the Video in its entirety. The foregoing grant of rights
does not grant you the right to distribute animations, still images, modified or
unmodified, any part of the Video without the written permission of SGI
You shall not: (1) modify,
translate, reverse engineer, decompile or disassemble the Video; (2) rent, or
transfer all or part of the Video; (3) remove any proprietary notices, labels or
marks from the Video.
In consideration for the
production and licensing of the Video, you agree to pay to SGI a
licensing fee as set forth in the
Fee Schedule A
attached to and incorporated into this Agreement. You also agree to pay
all assessments, duplication costs, and sales, use, property, and other taxes
imposed on the Video, either directly or by reimbursement of SGI
Title and copyrights to the
Video and any copies made by you remain with SGI. Unauthorized
copying of the Video, or failure to comply with the above restrictions will
result in automatic termination of this license. Unauthorized duplication of
the Video constitutes copyright infringement and in the United States is
punishable in a federal criminal action by a fine of up to $250,000 and
imprisonment for up to five (5) years. In addition, federal civil penalties
allow the recovery of actual damages based on the number of copies produced or
liquidated damages of up to $100,000 for willful copyright infringement.
SGI acknowledges
that the Video is of a size, format and design selected by licensee, after
having been given the opportunity for approval and inspection. SGI
HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT,
EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF OR INFORMATION CONTAINED IN
THE VIDEO. SGI SHALL NOT BE LIABLE TO LICENSEE FOR ANY LIABILITY,
LOSS, OR DAMAGE, INCLUDING CONSEQUENTIAL DAMAGES, CAUSED DIRECTLY OR INDIRECTLY
BY THE VIDEO, BY ANY INADEQUACY OR DEFECT, OR BY ANY INCIDENT IN CONNECTION WITH
THE VIDEO. SGI MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR PARTICULAR PURPOSE, EXCEPT AS A GENERAL DESCRIPTION OF THE EMPLOYEE
INFORMATION AND/OR BENEFITS PROVIDED BY THE LICENSEE, FOR THE USE OF THE
LICENSEE IN ITS INTERNAL BUSINESS OPERATIONS.
The entire liability of
SGI and your exclusive remedy under the warranty provided herein
will be at the option of SGI, to attempt to correct or work around
errors, to replace the media or to refund the purchase price and terminate this
Agreement. This remedy is subject to the return of the Video to SGI.
IN NO EVENT WILL SGI BE LIABLE FOR ANY DAMAGES, WHETHER ARISING FROM TORT OR CONTRACT,
INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL
CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE
VIDEO, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL
APPLY EVEN IF SGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.
Licensee shall indemnify and hold SGI harmless from and against all
claims, actions, proceeding, costs, damages and liabilities, including but not
limited to attorneys' fees, arising out of, connected with, or resulting from
the use of the Video by the licensee. The licensee, upon written acknowledgment
or acknowledgment in such other form as desired by SGI of the
acceptance of the Video, accepts responsibility for the information contained in
the Video.
This license shall be
governed by and construed under the laws of the State of Tennessee.
ACCEPTED:
_______________________________________________
__________________________________
Licensee Date
BY:
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__________________________________
Signature
Title
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