Christian Video Licensing International (“CVLI”) grants licensee
(“LICENSEE”) a non-exclusive license (“License”) to publicly perform
copyrighted motion pictures and other audiovisual programs from any
intended for personal, private, use only videos – in its “Facility(ies)”,
under the Terms and Conditions specified in the CVLI Agreement
CVLI warrants and represents that it has secured the appropriate
rights, under the federal Copyright Act, Title 17, U.S.C. §101(1)
and §106, to grant this License.
“Term” shall mean the period beginning on the “Start Date”
listed on the Application and shall continue thereafter for periods
of one (1) year each, unless canceled by either party at the end of
said period or any subsequent period, upon sixty (60) days advance
written notice. Each one (1) year period during the Term is referred
to herein as a “Contract Year.” If LICENSEE does not timely notify
CVLI of intent to terminate, the Agreement will remain in effect for
the entire Contract Year, and LICENSEE will be responsible for the
entire annual fee due to CVLI hereunder. No refunds or credits will
be made by CVLI in the event of early termination by LICENSEE.
The public performances authorized by the Agreement shall take
place in the Facility(ies) identified in the Application or as
LICENSEE otherwise notifies. The sole purpose of such performances
is to entertain and/or educate authorized viewers and the audience
will be limited accordingly. No specific titles, or any characters
from such titles, or producers’ names will be advertised or
publicized to the general public unless authorized by certain
producers. No admission or other fee will be charged to the
The agreed license fee for the first Contract Year of the
Agreement is specified on the Application, which amount is payable
to CVLI. Subsequent Contract Years may include adjustments based on
various factors, including, but not limited to adjustments which: (i)
reflect any change from the previous year’s Consumer Price Index
(CPI), and/or (ii) reflect an increase in the number of attendees at
performances conducted pursuant to the Agreement. On an annual
basis, or upon request by CVLI, LICENSEE shall furnish CVLI with the
information CVLI may require to determine the license fee for
subsequent Contract Years. The license fee for each subsequent
Contract Year shall be due and payable no later than each
anniversary date during the term of the Agreement. Late payments for
subsequent Contract Years will be subject to a charge of one and
one-half percent (1.5%) of the license fee per month.
The specific titles which may be publicly performed by LICENSEE
under the Agreement are motion pictures produced and/or distributed
by CVLI affiliated motion picture companies only. CVLI represents
that it or its motion picture company licensors may not possess the
appropriate rights to certain individual titles, or, due to the
expiration of those rights during the term of the Agreement, CVLI
may send LICENSEE at any time during the term of the Agreement
binding notices that certain titles cannot be or may no longer be
publicly performed under the Agreement. Such notices shall be
binding and effective upon LICENSEE when received.
LICENSEE may publicly perform the specific Videos covered by the
Agreement by means of lawfully manufactured videos, acquired by
LICENSEE from any legitimate source. The responsibility for
obtaining the motion pictures and other programs is that of
LICENSEE, and that the costs of acquiring such media are to be borne
solely by LICENSEE and are separate and distinct from the agreed
public performance license fee.
LICENSEE may not unlawfully duplicate, edit or otherwise modify
the audiovisual product obtained for public performance purposes
under the Agreement.
Any separate fees which may be due to music publishers, or
collection societies for music publishers, for the right to publicly
perform the music contained in any of the motion pictures covered by
the Agreement are solely LICENSEE’s responsibility and are not the
responsibility of CVLI. To the best of CVLI’s knowledge, no such
separate fees are presently in effect.
The Agreement may not be assigned by LICENSEE, without the prior
written consent of CVLI, except that LICENSEE shall have the right
to assign the Agreement in connection with a merger, consolidation
or sale of its assets and business provided that LICENSEE guarantees
payment of license fees if the assignee does not pay in a timely
manner for fees owed. The Agreement may be assigned by CVLI.
In the event that a determination is made by a taxing authority
or court of any state in which LICENSEE conducts business that the
activity licensed herein renders CVLI liable for the payment of a
gross receipts, sales, business use or other tax which is based on
the amount of CVLI’s receipts from LICENSEE, then LICENSEE shall
reimburse and indemnify CVLI within thirty (30) days of notification
therefore for LICENSEE’s pro rata share of any such tax derived from
receipts received from LICENSEE.
Any notice provided for 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 as
listed on the Application. The date of personal service or mailing
or facsimile of any such notice shall constitute the date of
CVLI reserves the right, exercisable upon thirty (30) days
written notice, to terminate the Agreement on account of any breach
by LICENSEE of its Terms and Conditions. In the event of such
termination, there shall be no refund of the license fee. A waiver
by CVLI or by LICENSEE of any specific breach by the other shall not
constitute a waiver of any prior, continuing or subsequent breach of
the same, or any other provision of the Agreement. If any part of
the Agreement shall be determined unenforceable, the remainder of
the Agreement shall remain in full force and effect.
In the event CVLI engages an attorney to enforce its rights
under the Agreement by virtue of the breach on the part of LICENSEE,
of any term of the Agreement, LICENSEE agrees to pay the reasonable
costs and reasonable attorney fees incurred by CVLI.
In the event that CVLI incurs any costs or fees in connection
with the collection of any amounts past due to CVLI hereunder, then
LICENSEE shall be responsible for paying such amounts to CVLI upon
demand, with interest at the rate of nine percent (9%) per annum
calculated from date of demand.
LICENSEE guarantees that the information provided by LICENSEE is
true, correct and complete in all respects. The Agreement has been
duly authorized and constitutes a legal, valid and binding
obligation upon LICENSEE and is enforceable by its Terms and
Conditions which may be updated by CVLI.
Any and all rights not granted to LICENSEE in the Agreement are
expressly reserved to CVLI and/or its motion picture licensors.
To the extent that, prior to the commencement date of the
Agreement, LICENSEE may have infringed upon rights held by CVLI,
CVLI hereby agrees that it will not seek legal recourse or assert
any claim for any and all such possible infringements. CVLI 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.
The Agreement contains the full and complete agreement between
CVLI and LICENSEE and shall be construed in accordance with the laws
of the United States and the State of California.