“Application” shall mean the application submitted by Producer to Cinema Feast, which includes the “Work” (as defined below), with respect to the possible inclusion of the Work in the The Cinema Feast Collection and the Under the Radar Screenings (as defined below). “Work” shall mean the film submitted by Producer for possible inclusion in the "Collection" (as defined below).
This Licensing Agreement (this “Agreement”) is entered into between 75 SHOTS POCKET CINEMA, a registered non-profit organization , No 1339470-1, located in Montreal, Quebec, Canada, and the undersigned (“Producer”), with an address as listed in Producer’s Application.
WHEREAS, 75 SHOTS POCKET CINEMA curates The Cinema Feast Collection and community screenings (the “Collection” & "screenings"), which highlight issues affecting LGBTQ+ of all identities around the world;
WHEREAS, Producer is the producer of, and owns all right, title, and interest, including all copyrights in and to, the film (the “Work”), which Work was submitted by the Producer for possible inclusion in the Collection pursuant to Producer’s Application; and
WHEREAS, Producer wishes to allow 75 SHOTS POCKET CINEMA to display, distribute, exploit, promote and advertise the Work on The Cinema Feast Collection's website, www.cinemafeast.com, and otherwise, as more fully set forth herein, and to showcase the Work in the Collection and various educational, community, and informational screenings.
NOW THEREFORE, in consideration of the mutual representations, covenants, and other terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
1. Effective Date. This Agreement shall become effective as of the date of the Producer’s submission of a film to the Collection pursuant to Paragraph 2 below (the “Effective Date”).
2. Delivery. In the event that the Work is selected by 75 SHOTS POCKET CINEMA, in its sole discretion, for inclusion in the Collection, Producer agrees to deliver a high-resolution digital copy of the Work to 75 SHOTS POCKET CINEMA as a condition to completion of the Application.
3. Grant of Rights: Exploitative Use: Producer hereby grants to 75 SHOTS POCKET CINEMA the irrevocable, non-exclusive, royalty-free right, but not the obligation, to broadcast, reproduce, transmit, communicate, display, distribute not-for-profit, perform, showcase and otherwise exploit the Work,
in all languages and versions and in digital or physical formats, in any and all media whether now known or hereafter devised, throughout the universe, in perpetuity including, without limitation, in an unlimited number of screenings, showings, displays, broadcasts or replays. Producer
understands that 75 SHOTS POCKET CINEMA may receive donations from entities and individuals as a direct or indirect result of the permitted uses of the Work and agrees that 75 SHOTS POCKET CINEMA may receive such donations. Producer further understands that they will not receive any monetary compensation in connection with and/or in exchange for the rights granted to 75 SHOTS POCKET CINEMA hereunder, including any exploitation of the Work by 75 SHOTS POCKET CINEMA. 75 SHOTS POCKET CINEMA has no obligation to display the Work on Cinema Feast ’s website, to screen the Work at any 75 SHOTS POCKET CINEMA events or to otherwise exploit the Work in any manner.
4. Grant of Rights: Promotional Use. Producer hereby grants to 75 SHOTS POCKET CINEMA the irrevocable, non-exclusive, royalty-free right, but not the obligation, to advertise and promote the Work, by whatever method and in any manner, including in 75 SHOTS POCKET CINEMA’s promotional reels, in any and all media whether now known or hereafter devised, throughout the universe, in perpetuity, which shall include, without limitation, the right to reproduce, edit, dub or otherwise alter or create derivative
works of the Work and to couple and combine the Work, or portions thereof, with other material (including material taken from other productions).
5. Grant of Rights: Rights of Publicity. Producer grants 75 SHOTS POCKET CINEMA the right to use Producer’s biographical information, name, likenesses, and other identifying information in connection with 75 SHOTS POCKET CINEMA’s exercise of the rights granted in this Agreement. Producer also grants 75 SHOTS POCKET CINEMA the right to use the names, likenesses and other identifying information of any individuals who appear in the Work.
6. Proprietary Rights, Credit and Attribution. As between Producer and 75 SHOTS POCKET CINEMA, Producer shall be the sole owner of all intellectual property rights in the Work. 75 SHOTS POCKET CINEMA shall accord Producer credit in connection with the exploitation of the Work by identifying Producer on its website in conjunction with the display of the of the Work; provided that all matters with respect to the foregoing credit
shall be determined by 75 SHOTS POCKET CINEMA in its sole discretion; and provided further that any inadvertent failure by 75 SHOTS POCKET CINEMA to accord the foregoing credit shall not be deemed a breach of this Agreement.
7. Warranties and Representations. Producer warrants and represents that:
a. Producer has the full right and authority to enter into this Agreement and to grant all of the rights granted herein, and Producer has not made or assumed, and will not hereafter make or assume, any commitment, agreement or obligation which will or might conflict with the rights granted to 75 SHOTS POCKET CINEMA hereunder, including, without limitation, any sale, publication or transfer of rights to the Work or any part thereof which conflicts with the rights granted to 75 SHOTS POCKET CINEMA in this Agreement.
b. The work is wholly original with Producer and neither the Work nor any
element thereof infringes or violates the copyright of any other work or the rights of privacy or publicity of any person or constitutes a defamation against any person, or in any other way violates the rights of any person;
c. Producer has obtained all required clearances, consents and licenses as are necessary with respect to 75 SHOTS POCKET CINEMA's exercise of its rights in the Work as contemplated herein, including, but not limited to, clearances and/or permissions from all persons appearing in
or rendering services in connection with the Work or their heirs and/or legal
representatives (as applicable), as well as all copyright clearances and permissions;
d. All rights granted to 75 SHOTS POCKET CINEMA hereunder are free and clear of any liens, encumbrances, or third party interests of any kind and are free of any claims or litigation, whether pending or threatened;
e. Producer will fully cooperate with 75 SHOTS POCKET CINEMA in responding to and defending against any third party claim related to the Work.
8. Indemnification. Producer, at his or her or their own expense, shall defend, indemnify and hold harmless 75 SHOTS POCKET CINEMA, its successors and assigns, and the directors, officers, employees, and agents of each of the foregoing against any claim, demand, cause of action, expense or liability (including reasonable attorneys’ fees and costs), arising out of or related to any breach or alleged breach of any of Producer’s representations or warranties as set forth in this Agreement.
9. Limitation of Liability. Under no circumstances and under no legal theory, whether under tort, contract, or otherwise, shall 75 SHOTS POCKET CINEMA have any liability to Producer for any claim arising out of this Agreement for any indirect, special, punitive, incidental, or consequential damages regardless of the cause thereof, even if such party shall have been informed of the possibility of such damages, or for any claim by any other person.
10. Assignment. This Agreement shall inure to the benefit of and be binding upon the subsidiaries, licensees, successors, heirs, and assigns of the parties hereto.
11. Survival of Terms. Notwithstanding any expiration or termination of specific paragraphs of this Agreement, remaining paragraphs shall survive and remain in effect in accordance with their terms
a. This Agreement is to be governed by and construed and enforced in
accordance with the substantive laws of the Province of Quebec, without giving effect to the conflict of laws or choice of law provisions thereof, and the parties hereto submit and consent to the jurisdiction of the courts in the Province of Quebec, including Federal Courts therein, should Federal jurisdiction requirements exist, in any action to enforce (or otherwise relating to) this Agreement.
b. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and
such provisions as applied to other persons, places and circumstances shall remain in full force and effect.
c. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any
right or remedy.
d. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; the parties shall at all times be independent contractors under this Agreement.
e. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
f. This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, and agreements, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement shall not be amended except by a written agreement subsequent to the Effective
Date and signed on behalf of the party against which enforcement is sought.
g. This Agreement may be executed in counterparts, all of which collectively constitute a single document and each such counterpart shall be binding upon the parties.