1. The International Fly Fishing Film Festival®, (LICENSOR) grants Hosting Organization (LICENSEE) a non-exclusive screening license (LICENSE) to publicly perform copyrighted motion pictures and other licensed programs (PRESENTATION) only from legally obtained IF4 source film files intended for a single public screening (EVENT), under the terms and conditions specified herein.
2. The LICENSOR warrants and represents that it has secured the appropriate rights, under the Canadian Copyright Act (R.S., 1985, c. C-42), to grant this LICENSE.
3. The EVENT shall take place on the date listed on the application. If LICENSEE does not timely notify the LICENSOR of intent to change the planned EVENT date, the LICENSEE will be responsible for the entire license fee, whether the EVENT occurred on the planned date or not, or at all. No refunds or credits will be made by the LICENSOR in the event of early termination, or last-minute reschedule by LICENSEE.
4. The PRESENTATION authorized by this Agreement shall take place in the venue identified on the application. The audience will be limited to LICENSEE’s venue and the sole purpose of such PRESENTATION is to entertain guests of LICENSEE. EVENT will be featured within the IF4™ online box office. No other online box office service may be used.
5. The specific titles which may be publicly performed by LICENSEE under this Agreement are motion pictures produced and/or distributed specifically for the 2021 International Fly Fishing Film Festival. Additional titles & producers may only be added by authorized IF4 personnel. No other films may be screened before or after IF4™ presentation without written approval from IF4™ personnel.
6. LICENSEE may publicly perform the specific titles covered by this Agreement by means of lawfully manufactured pre-recorded 2021 IF4™ film disc, which will be provided to each LICENSEE. Individual films within IF4 may not be screened individually or within any other context other than an IF4™ screening in whole.
7. LICENSEE may not duplicate, edit, distribute or otherwise modify, or make public the PRESENTATON obtained for public performance purposes under this Agreement (in whole or in part) in hard or soft copy.
8. This Agreement may not be assigned by LICENSEE, without the prior written approval from LICENSOR. LICENSOR shall retain the right to assign this Agreement in connection with LICENSEE merger, consolidation or sale or for any other reason deemed necessary by LICENSOR
9. In the event that a determination is made by a taxing authority or court of any state, or province in which LICENSEE conducts business that the activity licensed herein renders LICENSOR liable for the payment of a gross receipts, sales, business use or other tax which is based on the amount of the LICENSOR’S receipts from LICENSEE, then LICENSEE shall reimburse and indemnify the LICENSOR within thirty (30) days of notification therefore for LICENSEE’s pro rata share of any such tax derived from receipts received from LICENSEE.
10. Any notice provided herein shall be given in person; by first class air mail, postage prepaid; by reputable overnight carrier; or by facsimile; addressed to the party to be notified at the address or facsimile number listed on the application. The date of personal service or mailing or facsimile of any such notice shall constitute the date of service.
11. In the event that either party believes that the other materially has breached any obligations under this Agreement, or if LICENSOR believes that LICENSEE has exceeded the scope of the LICENSE, such party shall so notify the breaching party in writing. The breaching party shall have 30 days to cure the alleged breach and to notify the non-breaching party in writing that a cure has been effected. If the breach is not cured within the 30 days, the non-breaching party shall have the right to terminate the Agreement without further notice.
12. In the event the LICENSOR engages an attorney to enforce its rights under this Agreement by virtue of the breach on the part of LICENSEE, of any term of this Agreement, LICENSEE agrees to pay the reasonable costs and reasonable attorney fees incurred by the LICENSOR.
13. In the event that the LICENSOR incurs any costs or fees in connection with the collection of any amounts past due to the LICENSOR thereunder, then LICENSEE shall be responsible for paying such amounts to the LICENSOR upon demand, with interest at the rate of nine percent (9%) per annum calculated from date of demand.
14. LICENSEE acknowledges by payment of the license fee, that the information provided by LICENSEE is true, correct and complete in all respects. This Agreement has been duly authorized and constitutes a legal, valid and binding obligation upon LICENSEE and is enforceable by its terms and conditions.
15. Any and all rights not granted to LICENSEE in this Agreement are expressly reserved to the LICENSOR and/or its motion picture licensors.
16. To the extent that, prior to the commencement date of this Agreement, LICENSEE may have infringed upon rights held by the LICENSOR, the LICENSOR hereby agrees that it will not seek legal recourse or assert any claim for any and all such possible infringements. The LICENSOR makes this warranty only with respect to rights held by it, and is not empowered or authorized to make any such representation or warranty with respect to rights held by others, including producers.
17. This Agreement contains the full and complete agreement between the LICENSOR and LICENSEE and shall be construed in accordance with the laws of Canada, and the Province of British Columbia.