EDUCATIONAL DIGITAL “PUBLIC PERFORMANCE RIGHTS” LICENSE AGREEMENT

AGREEMENT between Odyssey Impact (“Odyssey”) and the Licensor (“Licensor”) named on the front side of the Order Confirmation, and/or Invoice between Odyssey and Licensor, wherein Odyssey grants Licensor and Licensor accepts from Odyssey the license for public performance rights to the programs identified on the Invoice (the “Program” or “Programs”) or Order Confirmation in accordance with the following terms and conditions:

Licensor agrees to these terms and conditions by accepting delivery of any Program from Odyssey. Licensor acknowledges that the Programs may not be utilized in any manner other than as specified herein. Licensor acknowledges that they shall not duplicate, digitize, distribute, transfer to any other medium or format, broadcast, transmit by cable, or otherwise transmit, on any multi-receiver or closed circuit system, sublicense, sublease, rent, sell or otherwise part with the possession of the programs secured by Licensor hereunder to any third parties, with the sole exception of public libraries lending programs to their members, and schools lending programs to students, faculty and staff. Nothing herein shall derogate from any rights of Odyssey or any other copyright proprietor(s) of the Programs under the United States Copyright Law.

1. RIGHTS. For the Program price identified on the Invoice or Order Confirmation, Licensor has the right to display the Program in face-to-face classroom teaching and make the Program available for individual checkout on the institution’s campus for use by students, staff and faculty. The Licensor also has the right to exhibit the Program to the public in a non-commercial fashion. Such exhibitions must be screened for non-paying audiences. There is no limit on such exhibitions, or the size of the audience for whom such exhibitions may be displayed–only that all viewers, projector and/or monitors and playback unit are in the same room (“in room use”).RESERVATION OF RIGHTS: Legal rights to the Program(s) shall remain in Odyssey and the Program Owner(s) and all rights therefore (except those specifically granted herein) are reserved to Odyssey and the Program Owner(s).
2. ARRANGEMENTS. The term “Purchase” as used herein means only the right and license for Licensor to use and reuse the Programs without limitation in number, but without any change in ownership or title and otherwise subject to the terms and conditions of this Agreement. “Purchase” shall mean the release of the Programs by Odyssey to Licensor for use during the life of digital file format delivered by Odyssey to Licensor as defined by the Terms and Conditions herein.
3. PAYMENTS. Licensor shall pay to Odyssey at the address noted on the Invoice or Order Confirmation the following sums in the manner and at the times specified, time being of the essence for all such payments.
4. TERM OF AGREEMENT. The term of this Agreement shall commence as of the date each Program is ordered by Licensor and shall continue for the life of the Program on the format it is delivered in.
5. DELIVERY. Odyssey will use reasonable efforts to mail or ship the Programs to Licensor as specified in the Order Confirmation, and as selected by the Licensor at purchase. The Program shall be deemed in suitable condition for exhibition unless Licensor immediately after inspection thereof notifies Odyssey to the contrary specifying the nature of the defect. Odyssey shall not be in breach of the Agreement for failure to deliver any of the Programs by the “Screening Date.”
6. ALTERATIONS. Licensor shall exhibit each Program in its entirety or in unedited segments. Licensor shall not cut or alter the Programs or otherwise tamper therewith and in no event shall the Programs be exhibited without the complete copyright notices and/or credits contained therein.
7. WARRANTIES OR REMEDIES. Odyssey warrants that each Program shall be free from defects in material and workmanship at the time of delivery. In the event of Odyssey’s breach of such warranty, Licensor’s exclusive remedies shall be that Odyssey will replace the defective Program(s). NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON INFRINGEMENT SHALL APPLY TO ANY PROGRAM HEREUNDER. Odyssey shall have no other liability and Licensor shall have no other remedy, except as specifically provided in this Paragraph; and in no event shall Odyssey be liable for any consequential damages. The terms and conditions of this Agreement shall apply to any replacement Program(s) furnished.
8. ASSIGNMENT. This Agreement shall not be assignable by Licensor.
9. DEFAULT. If Licensor defaults hereunder (a) Odyssey, in addition to other remedies, may repossess any Program previously delivered hereunder; and/or (b) Licensor agrees to pay Odyssey the costs and expenses of collection and/or repossession including the maximum attorney’s fees allowed by law.

This constitutes the complete agreement between Odyssey and the Licensor, and contains the entire understanding of the parties relating to the Content, supersedes any prior written or oral agreement or understandings between the parties with respect to the Content, and can only be modified by a writing specifically referencing this Agreement and signed by the parties hereto.

By accepting delivery of the film from Odyssey, the Licensor acknowledges that it has read this contract, understands its terms, and has voluntarily accepted its provisions.

This Agreement is made in New York State and shall be construed and enforced in accordance with the laws of New York State as such laws are applied to agreements entered into and to be performed entirely within such State, without giving effect to principles of conflicts of law. Each party agrees to submit to the personal and exclusive jurisdiction of the state and federal courts located in New York, New York. A waiver by Odyssey of any breach or default by Licensor shall not be construed as a waiver of any other breach or default by such Licensor.