Non-Theatrical Licensee Agreement
Last Updated: April 14, 2017
By checking the box indicating that you agree to this Non-Theatrical / Semi-Theatrical / Educational Rights License Agreement (“License Agreement”), you accept and are bound to this License Agreement and the Terms of Service (available here). Unless otherwise defined in this License Agreement, capitalized terms used herein have the same meanings as in our Terms of Service. Tugg grants users that enter into this License Agreement (a “Licensee”) the applicable license selected and paid for by the Licensee via the Service or Channel. Your right to be a Licensee is subject to the following terms and conditions:
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT AND TO BE BOUND BY ITS TERMS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY.
1. Certain Definitions.
a. “Educational Institutions” means educational institutions, (including but not limited to, schools, universities, colleges, research institutions, graduate degree programs and adult education programs), non-profit organizations, libraries, governmental agencies and institutions, health care organizations, public service and voluntary citizen organizations, social and cultural organizations, religious institutions, clubs and societies and other institutions or organizations that use audiovisual material for educational, research or teaching purposes.
b. “Educational Rights” means the right to screen the Film(s) for use in course study, classrooms and curriculum development throughout the life of the exact media purchased by you (e.g., Blu-ray, DVD, tape, film, or other medium); provided that an admission fee is not charged to the audience members.
c. “Expected Attendance” means the number of people that the Licensee represents are expected to attend the Screening.
d. “Film(s)” means the motion picture(s) or other audiovisual work(s) owned or licensed by Tugg to be screened at the Screening.
e. “Laws & Requirements” means (i) any Screening or Film specific rules or usage provisions specified to you on the Film detail page on the Service or a Channel, (ii) rules, agreements and/or policies of any applicable third party, including without limitation, any applicable Venue, the licensor of the Film or any applicable third party online service or website (e.g. Facebook and Twitter), (iii) this License Agreement and (iv) any applicable local, state, or federal law, ordinance, rule, regulation, license, permit, judgment, decision or other requirement or guideline of any governmental authority that has jurisdiction over you.
f. “Licensee” has the definition set forth in the preamble above.
g. “Non-Theatrical Rights” means exploitation of Films(s) for direct exhibition before an audience by and at the Venues of Non-Theatrical Organizations.
h. “Non-Theatrical Screenings” means Screenings of the Non-Theatrical Rights.
i. “Non-Theatrical Organizations” means organizations not primarily engaged in the business of exhibiting motion pictures, such as in educational organizations, religious institutions, civic groups, museums, film societies, hospitals, hotels, clubs and services organizations, restaurants, bars, clubs, trains, buses, libraries, Red Cross facilities, oil rigs and oil fields, prisons, assisted living facilities, retirement centers, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities. Non-Theatrical does not include airline or ship rights or hotel rights via a closed circuit television system.
j. “Return Date” means the date which is two (2) business days after the last Screening of the Film that you have the right to organize pursuant to your purchase via the Service or a Channel.
k. “Screening” means a single event screening organized by you. Also commonly known in the educational market as a ‘Public Performance’.
l. Viewings” means the ability for all Authorized Users to electronically view the Film(s).
m. “Authorized Users” are students, faculty, officers, directors, employees, shareholders, members, agents, representatives or affiliates of the Educational Institution that can be authenticated to utilize the service.
l. “Semi-Theatrical Rights” means exploitation of Film(s) for direct exhibition before an audience by and at Venues open to the general public.
m. “Semi-Theatrical Screenings” means Screenings of the Semi-Theatrical Rights.
n. “Service” shall have the meaning set forth in the Terms of Service.
o. “Service Offerings” has the meaning set forth in Section 16 below.
p. “Third Parties” means any third party individual or business.
q. “Tugg Marks” means the trademarks, logos, domain names, trade names and service marks of Tugg.
r. “Tugg Materials” means data, images, video clips, text, link formats, links, and other linking tools, any and all copyrightable material (including source and object code), the Tugg Marks, Tugg’s third party licensor’s and licensee’s trademarks, logos, domain names, trade names and service marks and any other form of intellectual property and other information that we make available to you in order to facilitate the promotion of the Screening. Tugg Materials specifically excludes Your Materials.
s. “Venue Capacity” means the number of people that can be admitted in a Venue while complying with applicable occupancy Laws and Regulations.
t. “Venues” means theaters, screening rooms, auditoriums or other screening space(s) secured by you where Screening(s) may take place.
u. “Website” means our website with a home page available at http://www.tugg.com.
v. “Your Materials” means any data, images, video clips, text, names, likenesses, trademarks or other information, content, links or any other form of intellectual property that you provide or create in connection with the Screening.
2. License Types. Subject to you abiding by the terms and conditions of this License Agreement and the Terms of Service, you are granted a limited, non-exclusive, non-transferable, freely revocable license to select Films from Tugg’s catalog on the Website or Channel (such selected Films, the “Licensed Films”) and to distribute in accordance with the applicable license that you purchased through the Service (and further described below) throughout the territory that you selected and paid for on the Service or Channel during the Term that you selected and paid for on the Service or Channel. The license fee for each type of license is set forth on the Website or Channel, as applicable.
a. Educational Rights License Purchase. This license grants Educational Institutions the Educational Rights to the Film. This license is only available to Educational Institutions and is subject to the terms of the Film detail page on the Service or the Channel from which you purchased this license, as applicable. The term of the license is as selected and paid for by the Educational Institution on the Service. Screenings or other showings may only be held for Authorized Users,. Incidental members of the public may attend as long as the Screening occurs on the campus or grounds of the Educational Institution. You may not charge an admission fee for Screenings and no individual Screening may be for an Expected Audience in excess of 250 people. In the event that the Website or Channel (as applicable) indicates that educational materials (e.g., study guides, outlines, etc.) are included in the purchase of this license, you shall have the right to use such educational materials in connection with the Educational Rights only. If you wish to charge admission to a Screening or hold a Screening as a fundraiser, please review the other types of licenses available for the Film below or contact Tugg at firstname.lastname@example.org. A receipt of your purchase of the license must be kept in your records as proof of purchasing the license.
I.Digital Site License: This license grants Educational institutions the right to access the Film in digital form for the term of the license. Please note: this license does NOT include Public Performance Rights (PPR). Please contact email@example.com for information on how to upgrade your license to include PPR.
Delivery / Access: The Film can be accessed either through (a) Service’s Educational VOD (EVOD) streaming platform or (b) transfer of the Film’s digital file onto one or more of Licensee’s authorized physical, online, or virtual locations.
Authorization: Service will provide either (a) IP authentication or (b) username / password authentication for the Licensee. Service will also grant proxy authentication by request.
Usage Statistics: Service shall provide usage statistics for the Film(s). Service shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization, unless the third party owns rights in the Film(s).
Training and Support. Service will offer implementation support to Licensee. Service will provide appropriate training to Licensee staff relating to the use of the Service. Service will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Service. Service will be available by email during regular business hours, Monday through Friday for issues.
Streaming Fees: There are no fees for the first 3 years after Film(s) purchase. Beyond 3 years, Service will charge $.15 / view. A View is defined as 5 or more minutes of playback on a particular Film. Service will only invoice Licensee after $15 worth of charges / year (if Streaming Fees are under $15, Licensee will not be charged).
b. Non-Theatrical / Semi-Theatrical License Rental with no Admission Fee. This license grants you the right to organize Non-Theatrical Screenings or Semi-Theatrical Screenings (as applicable) of the Film during the term of the license purchased by you or the number of Screenings purchased by you. This Non-Theatrical license is only available to Educational Institutions and Non-Theatrical Organizations for Non-Theatrical Screenings and this Semi-Theatrical license is only available to Educational Institutions, Third Parties and Non-Theatrical Organizations for Semi-Theatrical Screenings and both are subject to the terms of the Film detail page on the Service or the Channel from which you purchased this license, as applicable. The term shall commence upon your receipt of the Film and terminate upon the Return Date. You may not charge an admission fee for the Screening and you represent that the correct Venue Capacity or Expected Attendance is selected at the point of purchase. Without limiting Tugg’s other rights and remedies, if you are found to have misrepresented the Venue Capacity or Expected Attendance, Tugg shall have the right to charge you an additional license fee in the amount of 200% of the cost of the appropriate license.
c. Non-Theatrical / Semi-Theatrical License Rental with Admission Fee. This license grants you the right to organize Non-Theatrical Screenings or Semi-Theatrical Screenings (as applicable) of the Film for paid admission during the term of the license purchased by you or the number of Screenings purchased by you. The term shall commence upon your receipt of the Film and terminate upon the Return Date. This Non-Theatrical license is only available to Educational Institutions and Non-Theatrical Organizations for Non-Theatrical Screenings and this Semi-Theatrical license is only available to Educational Institutions, Third Parties and Non-Theatrical Organizations for Semi-Theatrical Screenings and both are subject to the terms of the Film detail page on the Service or the Channel from which you purchased this license, as applicable. An admission fee may be charged but you agree not to charge an admission fee in excess of the maximum cost per ticket on the product page on the Website. You represent that the correct Venue Capacity or Expected Attendance is selected at the point of purchase. Without limiting Tugg’s other rights and remedies, if you are found to have misrepresented the admission fee, Venue Capacity or Expected Attendance, Tugg shall have the right to charge you an additional license fee in the amount of 200% of the cost of the appropriate license. Please contact firstname.lastname@example.org if you wish to charge an admission fee in excess of the maximum cost per ticket represented on the product page on the Website.
d. Non-Theatrical / Semi-Theatrical License Rental for Fundraising. This license grants you the right to organize Non-Theatrical Screenings or Semi-Theatrical Screenings (as applicable) of the Film for mandatory or optional donations during the term of the license purchased by you or the number of Screenings purchased by you. This Non-Theatrical license is only available to Educational Institutions and Non-Theatrical Organizations for Non-Theatrical Screenings and this Semi-Theatrical license is only available to Educational Institutions, Third Parties and Non-Theatrical Organizations for Semi-Theatrical Screenings and both are subject to the terms of the Film detail page on the Service or the Channel from which you purchased this license, as applicable. The term shall commence upon your receipt of the Film and terminate upon the Return Date. Admission may be charged in the form of mandatory or optional donations, but you shall not accept donations in excess of the maximum donation amount represented on the product page on the Website. You represent that the correct Venue Capacity or Expected Attendance is selected at the point of purchase. Without limiting Tugg’s other rights and remedies, if you are found to have misrepresented the donation amounts, Venue Capacity or Expected Attendance, Tugg shall have the right to charge you an additional license fee in the amount of 200% of the cost of the appropriate license. Please contact email@example.com if you wish to accept donations in excess of the maximum donation amount represented on the product page on the Website.
You shall not have the right to edit or modify the Film in any manner whatsoever.
3. Return of Physical Media. The product page on the Website or Channel will set forth if you are required to return the Film to the original shipper or a third party. You will incur penalty fees if you fail to mail or courier the Film to the appropriate party by the Return Date. Penalty fees shall be calculated as a dollar amount equal to 50% of the purchased license fee. You will incur a penalty fee for every business day that the Film is not post marked or placed with a courier service past the Return Date. (Example – If you mail the Film two (2) days after the Return Date, the penalty will be 100% of the purchased license fee [calculated as 50% of the purchased license fee +50% of the purchased license fee for each day delay.])
4. Replacement. You will be responsible for the replacement cost of the Film if the media is lost, stolen, damaged or destroyed. If replacement is required, you are to notify Tugg immediately at which point Tugg will make arrangements for the proper payment to be made by you to Tugg, as determined by Tugg and mutually agreed by the parties.
5. Promotions. After you have purchased or rented a license through the Service or a Channel you may begin to promote your Screening. With respect to the Educational Rights License Purchase and Non-Theatrical Screenings, you shall only have the right to promote your Screening to individuals that are students, faculty, officers, directors, employees, shareholders, members, agents, representatives or affiliates of your organization. Tugg may provide you with Tugg Materials, which may include certain licensed digital images, clips and/or sound recordings for purposes of promotion of the Screening. We encourage you to promote the Screening using only the Tugg Materials, if any, which have been specifically cleared for this purpose, provided that you use the Tugg Materials in accordance with this License Agreement. Notwithstanding anything herein to the contrary, you may not alter or modify the Tugg Materials without the prior written approval of Tugg. For the avoidance of doubt, you may only use the Tugg Materials to promote the Screening and you shall not use the Tugg Materials for any other purpose, including without limitation, as an endorsement for any product or service. If you use Your Materials to promote the Screening, you agree to do so at your own risk.
a. Digital Media. Subject to any Laws & Requirements and Section 5 above, you may promote the Screening on third party websites (e.g., Facebook or Twitter) or third party electronic or mobile communications (e.g., emails and/or texts), posts about the Screening(s), Tugg Materials and/or Your Materials.
b. Traditional Media. Subject to any Laws & Regulations and Section 5 above, you may promote the Screening through traditional means of promotion (e.g., handing out flyers for the Screening that contain Tugg Materials or Your Materials).
c. Your promotions in all forms of media (including digital media and traditional media) may not:
i. contain sexually explicit materials;
ii. promote violence or contain violent materials;
iii. promote or contain libelous or defamatory materials;
iv. promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
v. promote or undertake illegal activities;
vi. promote gambling, lotteries, prescription pharmaceuticals, or the sale or use of weapons;
vii. include any trademark of Tugg or Tugg’s third party licensors in any username on any social networking website – for example, a username such as “Tugg,” registered on a social networking site such as Twitter or Facebook would be unsuitable;
viii. otherwise violate intellectual property or privacy/publicity rights;
ix. offer incentives or consideration to users to purchase tickets (incentives include but are not limited to awarding users cash, points, prizes, rewards, donations to charities or other organizations or other benefits, contest/sweepstakes entries, etc.) unless expressly pre-approved in writing by Tugg;
x. contain questionable or controversial or vulgar content;
xi. make inaccurate, overbroad, false, fraudulent, deceptive or otherwise misleading claims about the Screening, the Service, or any of our policies, promotions or license prices;
xii. contain any identifiable information about any user, including without limitation, any usernames, other than you or your username;
xiii. contain audio or flash animation that plays automatically without a user’s interaction; or
xiv. exploit political agendas.
d. You will ensure that the information you provide to us in connection with the Screening and otherwise associated with your order, including your email address and other contact information is at all times complete, accurate, and up-to-date. We may send any notifications, approvals, and other communications relating to the Service, or this License Agreement to the email address you submitted through the Service. You will be deemed to have received all notifications, approvals, payments and other communications sent to that email address, even if the email address associated with your order is no longer current or active.
6. Requirements. By organizing an Screening, you agree, represent and warrant that:
a. You will comply with all Laws & Regulations, including without limitation, laws (federal, state, or otherwise) that govern email marketing (e.g., the CAN-SPAM Act of 2003), telemarketing (e.g., the Telephone Consumer Protection Act of 1991 and the Telemarketing Sales Rule) and applicable guidelines of government agencies that govern endorsements (e.g., FTC’s Revised Endorsement and Testimonial Guides) and you agree to provide us with any information that we request to verify such compliance. You will not engage in any promotional activities on behalf of the Screening, that are not expressly permitted under the Laws & Requirements. If we determine that you have not complied with any of the Laws & Regulations or have otherwise violated this License Agreement, we may (in addition to any other rights or remedies available to us), terminate this License Agreement.
b. You will not display or otherwise use the Tugg Materials except solely as expressly permitted under and in accordance with this License Agreement. You will not display or otherwise use any of Your Materials in connection with any Screening unless you have the necessary licenses, rights, consents, and permissions to use and authorize us to use such materials in the manner contemplated by the Service and this License Agreement. You further agree that you will not submit or use any of Your Materials in promotions or in connection with the Screening that are copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post and use the material in promotions and to grant us all of the license rights granted hereinbelow. By submitting, posting or displaying Your Material on the Service, you give us a worldwide, perpetual, fully-sublicensable, irrevocable, paid-up royalty-free, freely transferable and non-exclusive license to (a) use, reproduce, perform, display, and distribute Your Materials in any manner or media whatsoever, now known or hereafter developed, including, without limitation, in the advertising, promotion, marketing and merchandising of the Service; (b) adapt, modify, re-format, and create derivative works of Your Materials for any purpose; (c) use and publish your name, company, trademark, logo and/or username in connection with the Screening, the Service, the promotions and/or in the form of a credit in conjunction with Your Materials, (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Materials are your original work, or you obtained Your Materials in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright or trademark rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights (as set forth in this Section 6(b)) in and to Your Materials. You will use the Tugg Materials and Your Materials solely in accordance with the Laws & Requirements. Without limiting the foregoing, you will use Tugg Materials and Your Materials solely to send end users, including without limitation, potential ticket purchasers to your website and will not link any Tugg Materials and/or Your Materials to any third party website other than for the purpose of promoting the Screening.
c. You are responsible for ensuring the accuracy, completeness, and appropriateness of, materials that you post online (including all Screening descriptions and other Screening-related materials and any information you include within or associate with links and any promotions);
7. Representations & Warranties.
a. We represent and warrant that the Film and Tugg Materials are cleared for use in accordance with this License Agreement and as otherwise detailed on the Service.
b. You represent and warrant that (i) if you use the Film and Tugg Materials, you will use them “as is” and you will not edit, change, modify, reformat, translate, alter, rearrange or mash-up the Film or Tugg Materials in any way, (ii) you have the full right and authority to enter into this License Agreement, (iii) you own or otherwise control all rights to Your Materials, or Your Materials are in the public domain, (iv) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to any of Your Materials and to use Your Materials as you elect to do so in connection with the Screening(s), and (v) you will not use Your Materials in a manner that infringes, violates, or misappropriates any of our rights or those of any other person or entity (including without limitation, copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights).
8. Indemnity. You agree to defend, indemnify, and hold us, and our licensors, licensees and assigns and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising from (a) your or your designees’ promotions of the Screening(s); (b) your or your designees improper or unauthorized use of the Film and Tugg Materials; (c) your or your designees use of any of Your Materials, whether or not such use is authorized by or violates the Laws & Requirements; (d) your or your designees’ negligence or willful misconduct, and (e) your or your designees violation, breach or default of the Laws & Regulations, including without limitation, your representations and warranties in this License Agreement.
9. Payments. You agree to pay for the applicable license using a method of payment available on the Service.
10. Order Processing. We will process all orders on or through the Service. Delivery of the Film shall occur at your expense and may vary based on Film type, your location, and delivery method. We reserve the right to reject orders that do not comply with any requirements on the Service. We will track all authorized sales. You acknowledge and agree that no license may be directly or indirectly resold or sublicensed by you or sold in an amount above or below the license price set forth on the Service, unless specifically pre-approved by us in writing.
11. Reservation of Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License Agreement acquire any ownership interest or rights in or to the Film, Tugg Materials and other intellectual property and technology that we provide.
12. Term and Termination.
a. The term of this License Agreement will begin upon the date the Film is delivered to you and shall continue in accordance with the term that you selected and paid for on the Service or Channel. The license set forth in Section 2 above will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Laws & Requirements, or otherwise upon termination of this License Agreement. Upon any termination of this License Agreement, all rights and obligations of the parties will be extinguished, except that the provisions of this License Agreement will survive the termination of this License Agreement to the extent necessary to effectuate their intentions. No termination of this License Agreement will relieve either party of any liability for any breach of, or liability accruing under, this License Agreement prior to termination.
b. We and our third party licensors shall not be responsible to you for any liabilities, losses, damages or expenses caused by or arising from the termination of this License Agreement.
13. Modification. We may modify any of the terms and conditions contained in this License Agreement at any time and in our sole discretion by posting a change notice or revised agreement on the Website. IF YOUR CONTINUED PARTICIPATION AS A LICENSEE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED LICENSE AGREEMENT ON THE WEBSITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
14. Relationship of Parties. You and we are independent contractors, and nothing in this License Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on our site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this License Agreement, you will be deemed to have taken the action yourself.
15. Limitation of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT, YOUR ACTIONS AS A LICENSEE, THE SCREENING(S), OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT, YOUR ACTIONS AS LICENSEE, SCREENING(S) AND THE SERVICE OFFERING WILL NOT EXCEED THE TOTAL PAID UNDER THIS LICENSE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE SCREENING GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
16. Disclaimers. SCREENINGS, THE WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE WEBSITE, ANY LINKS, LINK FORMATS, CONTENT, TUGG MATERIALS, TUGG MARKS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR THIRD PARTY LICENSEES OR LICENSORS IN CONNECTION WITH THE SCREENING (COLLECTIVELY, THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSEES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR THIRD PARTY LICENSEES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSEES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSEES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE, CONTENT, OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSEES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (W) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (X) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS LICENSE AGREEMENT OR YOUR PARTICIPATION AS A LICENSEE, (Y) ANY TERMINATION OF THIS LICENSE AGREEMENT OR YOUR PARTICIPATION AS A LICENSEE.
17. Disputes. Any dispute relating in any way to the License Agreement will be adjudicated in any state or federal court in Travis County, Texas, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of Texas, without regard to principles of conflicts of laws, will govern this License Agreement and any dispute of any sort that might arise between you and us. Notwithstanding anything to the contrary in this License Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Tugg Materials are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
18. Miscellaneous. You may not assign, license or sub-license this License Agreement, by operation of law or otherwise, without our express prior written approval and any purported assignment, license or sub-license shall be deemed null and void ab initio. Subject to that restriction, this License Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this License Agreement will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this License Agreement. Whenever used in this License Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this License Agreement, may be made, taken, or given in our sole discretion. This License Agreement, the Terms of Service and the Purchase Policy set forth the entire understanding and agreement between the parties relating to its subject matter and replaces any and all former agreements or understandings, written or oral, relating to the subject matter hereof.