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AGREEMENT between BULLFROG FILMS, INC. (hereinafter "Bullfrog") and the customer
("Customer") named on the front side of the Order Confirmation,
and Invoice between Bullfrog and Customer
("Invoice"), wherein Bullfrog grants Customer and Customer
accepts from Bullfrog the limited license to exhibit the
programs identified on the front side of the Invoice (the
"Program" or "Programs") in accordance with the following
terms and conditions. Customer agrees to these terms
and conditions by accepting delivery of any Program
whether on videocassette, DVD, 16mm film, videodisc, or any
other medium from Bullfrog Films. Customer
acknowledges that the Programs may not be utilized in any
manner other than as specified herein and in no event shall
the Programs be exhibited before an audience where admission is charged for the viewing of the
Programs, without prior written consent from Bullfrog.
With the exception of public libraries' lending programs to
their authorized cardholders, and schools lending programs
to students and their families, CUSTOMER SHALL NOT SUBLICENSE, SUBLEASE, RENT, SELL
OR OTHERWISE PART WITH THE POSSESSION OF THE PROGRAMS secured by Customer hereunder
to any third parties. Nor may any fund-raising use of
the Programs be made without previous authorization
from Bullfrog. Nothing herein shall derogate from any
rights of Bullfrog or any other copyright proprietor(s) of
the Programs under the United States Copyright Law.
1. RIGHTS For the Program price identified on
the front side of the Invoice, Customer has the right
to exhibit the Programs to a limited number of
viewers where all viewers, projector, or monitor(s) and
playback unit are in the same room ("in-room use").
Such exhibition shall be in accordance with the
Arrangement indicated on the front side of the Invoice and during
the period applicable thereto. CUSTOMER ACKNOWLEDGES THAT THE PROGRAMS MAY NOT
BE DUPLICATED, DIGITIZED OR TRANSFERRED TO ANY OTHER MEDIUM, BROADCAST,
TRANSMITTED BY CABLE, OR OTHERWISE TRANSMITTED, ON ANY MULTI-RECEIVER OR CLOSED
CIRCUIT SYSTEM, unless otherwise specified herein or agreed
to by Bullfrog in writing. b. Site License. "Site License" shall mean the release of the Programs by Bullfrog to Customer for use in a single K-12 school during the life of the exact videocasette, DVD, 16mm film, videodisc, or other medium delivered by Bullfrog to Customer.
c. Rental. "Rental" shall mean the release of
the Programs by Bullfrog for use during the period
beginning on the "Play Date" and ending on the "Ship Back on
or Before" date as indicated on the front side of the Invoice.
d. Preview. "Preview" shall mean the release of
the Programs by Bullfrog for evaluation with intent
to purchase by funded media buyers in nonprofit
institutions only, during the period beginning on the
"Play Date" and ending on the "Ship Back on or Before"
date as indicated on the front side of the Order Confirmation
e. Videocassette Duplication License. "Videocassette Duplication License" shall mean
the release of the Programs for duplication by Customer
for use during the period listed on the front side of
the Invoice. Under this
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Arrangement, a master tape will
be shipped or mailed to Customer and all other materials
for duplication shall be supplied by Customer. No duplication of copies beyond the number listed on the front side of the Invoice is permitted unless prior written approval is obtained from Bullfrog. At the end of the period listed on the front side of the Invoice,
Customer will erase the tape and send notice in writing to
Bullfrog that this has been done, unless the duplication license
is renewed in another Bullfrog Agreement.
f. Home Video Sale. "Home Video Sale"
shall mean the release of the Programs to Customer
for Customer's personal use or with friends or family only.
NO PUBLIC PERFORMANCE OF THE PROGRAMS IS PERMITTED, except that permitted under the
"face-to-face" exemption (Section 110 (1)) of the
U.S. Copyright Law. A public performance is any
performance which occurs outside of the home, or at any
place where people are gathered who are not family
members, such as in a school, library, business or group meeting.
3. PAYMENTS Customer shall pay to Bullfrog at
the address noted below the following sums in the
manner and at the times specified, time being of the essence
for all such payments.
a. The price for the Programs as set forth on the front
of the Invoice, and
b. Any and all taxes, fees, or other like charges
billed against Bullfrog and imposed, levied, or assessed
upon the delivery, possession, exhibition, or any use of
the Program, upon the grant or exercise of any
rights hereunder, or upon the sum payable by Customer
to Bullfrog pursuant hereto, if any, and
c. All other charges specified on the front of the
Invoice, including but not limited to late charges, charges
for damage to videocassettes, DVDs, 16mm films, videodiscs,
or other media, cancellation fees, and rush order
service charges.
4. TERM OF AGREEMENT The term of this Agreement with regard to each of the Programs
shall commence as of the date each Program is delivered
to Customer and shall continue for the applicable Arrangement period pursuant to Paragraph 2 above.
5. DELIVERY With respect to rentals, Bullfrog shall
at Customer's expense deliver a videocassette, DVD, 16mm print or videodisc of each Program, as specified by Customer,
to Customer. Bullfrog will use reasonable efforts to mail
or ship the Programs to Customer in the time
normally required for the Programs to reach Customer by
the "Play Date," as confirmed by Bullfrog. The
Program shall be deemed in satisfactory condition for
exhibition unless Customer immediately after inspection
thereof notifies Bullfrog to the contrary specifying the nature
of the defect. Bullfrog shall not be in breach of
the Agreement for failure to deliver any of the Programs
by the "Play Date" and shall not be liable for incidental
or consequential damages.
6. RETURN With respect to rentals and
previews, unless otherwise instructed, Customer shall return by
the "Ship Back on or Before" date on the front of the
Invoice each of the Programs in the containers
originally provided by Bullfrog, by First Class Mail, Parcel Post
or UPS insured in the same condition as when received
by Customer, normal wear and tear due to proper
use excepted. Videocassettes, DVDs and videodiscs shall be insured for $50.00
and 16mm prints for $300.00 each. For each day's delay
in depositing any rented Program for return with the
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Post Office or UPS as set forth, Customer shall pay
to Bullfrog 50% of the rental price paid or payable
to Bullfrog as indicated on the front of the Invoice.
7. REPLACEMENT Customers renting or previewing
the Programs shall pay to Bullfrog the replacement
cost of any videocassettes, videodiscs, or any other
medium including 16mm prints, reels, or containers, lost,
stolen, destroyed or injured other than through normal wear
and tear on the correct projection device or playback
system in the interval between delivery to Customer and
return by Customer. Such payment shall not transfer title to
or any interest in the Programs to Customer or to any
other party. Customer shall immediately notify Bullfrog
in writing of the loss, theft, injury or destruction of any
of the Programs.
8. ALTERATIONS Customer shall exhibit each
Program in its entirety only. Customer 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.
9. WARRANTIES OR REMEDIES Bullfrog warrants that each Program shall be free from defects in
material and workmanship at the time of delivery. In the event
of Bullfrog's breach of such warranty, or
Customer's dissatisfaction with program content,
Customer's exclusive remedies shall be that Bullfrog will replace
the defective or unwanted Program(s), or exchange
the defective or unwanted Program(s) for different
Programs that are equal in purchase price, provided
Customer returns said defective or unwanted Program(s)
to Bullfrog. NO OTHER WARRANTY EXPRESS OR IMPLIED, INCLUDING THE WARRANTY
OF MERCHANTABILITY, SHALL APPLY TO ANY PROGRAM HEREUNDER. Bullfrog shall have
no other liability and Customer shall have no other
remedy, except as specifically provided in this Paragraph; and
in no event shall Bullfrog be liable for any
consequential damages. The terms and conditions of this
Agreement shall apply to any replacement Program(s) furnished.
Legal title to the Programs shall at all times remain in Bullfrog and
all rights therein are reserved to Bullfrog. The
term "purchase" as used herein means only the right
and license for Customer to use and reuse the
Programs without limitation as to the number of uses or reuses,
but without any change in ownership or title and
otherwise subject to the terms and conditions of this Agreement.
11. DEFAULT If Customer defaults hereunder:
a. Bullfrog, in addition to other remedies, may
repossess any Program previously delivered hereunder; and/or
b. Bullfrog may refuse to take any further orders
from Customer and may refuse to make further shipment
of Programs to Customer; and/or
c. Customer agrees to pay Bullfrog's costs
and expenses of collection and/or repossession including
the maximum attorney's fees allowed by law.
12. ASSIGNMENT This Agreement shall not be assignable by Customer.
This Agreement sets forth
the entire and complete agreement and
understanding between the parties. This Agreement is made
in Pennsylvania and shall be construed and enforced
in accordance with the laws of Pennsylvania. A waiver
by Bullfrog of any breach or default by Customer shall
not be construed as a waiver of any other breach or
default by such Customer.
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