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TERMS AND CONDITIONS
<br />1. Definitions
<br />(a) "Access Term" means the period of time set forth in each Order
<br />Form during which the Offerings, or as applicable, Institution Content,
<br />covered by such Order Form will be hosted and streamed by Kanopy
<br />pursuant to this Agreement.
<br />(b) "Credentials" means any user accounts, passwords and other
<br />authentication credentials associated with access to or use of the Service
<br />by Institution or End Users.
<br />(c) "End User" means: (i) any student, teacher, professor, patron,
<br />employee or staff member affiliated with Institution; (ii) any authorized
<br />visitor physically present at the facilities of Institution; and (iii) with
<br />respect to any Institution that is a library established for use by the
<br />general public and maintained primarily through public funds, any
<br />individual who is a member of such Institution.
<br />(d) "Institution Content" means any content provided by Institution
<br />pursuant to this Agreement for hosting and streaming by Kanopy.
<br />(e) "Institution Facilities" means Credentials and any account,
<br />hardware, system or other facility within Institution's custody or control.
<br />(f) "Offering" means any Product or Title.
<br />(g) "Order Form" means an order form, invoice or other ordering
<br />document entered into between the parties pursuant to this Agreement
<br />specifying the Offerings, Institution Content, fees and payment terms,
<br />special usage rights and restrictions and other terms relevant to the
<br />order.
<br />(h) "Product" means each product identified in an Order Form that
<br />Kanopy will make accessible to Institution pursuant to this Agreement,
<br />including: (i) any package or collection of titles or other content made
<br />accessible to Institution via subscription, patron -driven acquisition (PDA),
<br />pay -per -use (PPU) or other such models; and (ii) any other product that
<br />Kanopy may offer.
<br />(i) "Service" means the service through which Kanopy hosts and
<br />makes accessible Offerings and, as applicable, Institution Content.
<br />0) "Territory" means the geographical area designated as the
<br />Territory in an Order Form or, if no such area is designated in an Order
<br />Form, the country in which Institution is domiciled.
<br />(k) "Title" means each film, video or other content (excluding
<br />Institution Content) identified in an Order Form that Kanopy will make
<br />accessible to Institution pursuant to this Agreement.
<br />2. Grant of Rights and Restrictions
<br />(a) Grant of Rights. During the applicable Access Term and subject to
<br />Institution's compliance in all material respects with the terms and
<br />conditions of this Agreement, Kanopy hereby grants Institution a limited,
<br />non-exclusive, non-sublicensable right and license to allow End Users
<br />within the designated Territory to view Offerings and, as applicable,
<br />Institution Content, in real-time within the Service.
<br />(b) Perpetual Licenses. A limited selection of Kanopy's Offerings may
<br />be available for Perpetual Archive Licenses ("PAL's"), in which Institution
<br />must pay a one-time fee, and an annual "Continuing Service Fee", in
<br />order to purchase a non-exclusive perpetual license for Institution and its
<br />Authorized Users to access the designated Offering on the Kanopy
<br />platform. PALS may only be revoked by Kanopy if Institution materially
<br />breaches this Agreement or if the licensed materials contain errors or
<br />could be subject to an infringement or other adverse claim by a third
<br />party. Kanopy reserves the right to suspend access to the Title(s) in
<br />question if Institution fails to pay the Continuing Service Fee. For the
<br />avoidance of doubt, the purchase of PAL's shall not entitle Institution to
<br />digital files or hard copies of the Title(s) unless Kanopy enters into
<br />bankruptcy or otherwise ceases operation. In the event that Kanopy
<br />provides Institution with a digital file relatingto a PAL, Institution shall be
<br />responsible for securing and restricting use of the Title as contemplated
<br />under this Agreement, using systems and technology at least as
<br />protective as Kanopy's. File transfer costs, if any, shall be paid by
<br />Institution
<br />(c) Restrictions. All rights granted under this Agreement may only be
<br />exercised for non-commercial personal or educational use. Institution
<br />shall not: (i) use, archive, capture, reproduce, modify, adapt, create
<br />derivative works from, publicly perform, publicly display, distribute,
<br />make, have made, assign, pledge, transfer or otherwise grant rights to
<br />the Service or any Offering, except as expressly permitted under this
<br />Agreement; (n) translate or reverse engineer, decompile, decode or
<br />otherwise attempt to derive the source code, architectural framework or
<br />data records of any software within or associated with the Service; (iii)
<br />frame or utilize any framing technique to enclose any content within the
<br />Service; (iv) access the Service for the purpose of benchmarking or
<br />developing, marketing, selling or distributing any product or service that
<br />competes with or includes features substantially similar to the Service or
<br />any products or services offered by Kanopy; (v) rent, lease, lend or sell
<br />the Service, or otherwise provide access to the Service as part of a service
<br />bureau or similar fee -for -service purpose; (vi) make the Service or any
<br />Offering accessible to anyone who is not an End User; (vii) remove or
<br />obscure any proprietary notice that appears within the Service or any
<br />Offering; or (viii) use the Service in any way that does not comply in all
<br />material respect with the terms and conditions of this Agreement and all
<br />applicable laws and regulations.
<br />(d) Policies. In addition to the terms and conditions of this
<br />Agreement, access to and use of the Service shall comply with and be
<br />subject to any terms of service, acceptable use policy, privacy policy, end
<br />user license agreement and other guidelines instituted by Kanopy or its
<br />licensors or service providers.
<br />(e) Technical Requirements. Institution and End Users shall be solely
<br />responsible for obtaining, configuring and maintaining any hardware,
<br />network connectivity and third -party software required to access the
<br />Service, including computers, operating systems, web browsers and
<br />storage devices.
<br />(f) Protection. Institution shall be solely responsible for protecting
<br />the confidentiality of Credentials and all activities undertaken using
<br />Institution Facilities. In the event that Institution becomes aware of any
<br />unauthorized use of the Service through Institution Facilities, Institution
<br />shall promptly give written notice to Kanopy of such unauthorized use
<br />and make reasonable efforts to eliminate such unauthorized use.
<br />Institution shall implement and maintain appropriate security policies
<br />and procedures and access control methodologies to safeguard access to
<br />the Service through Institution Facilities and to limit access to the Service
<br />to End Users.
<br />3. Institution Content
<br />(a) Grant of Rights. Upon written request by Institution, and approval
<br />by Kanopy, Institution may upload Institution Content to the Service for
<br />hosting and streaming by Kanopy pursuant to this Agreement. If the
<br />parties agree to such an arrangement, during the applicable Access
<br />Term, Institution hereby grants Kanopy a limited, non-exclusive, non-
<br />sublicensable, royalty -free right and license to host, stream, exhibit,
<br />transmit, reproduce, publicly perform, publicly display and project
<br />Institution Content as necessary to make Institution Content available for
<br />viewing by End Users within the Service. For the avoidance of doubt,
<br />Kanopy will have complete discretion in regard to whether or not it will
<br />host content on behalf of Institution, and may choose to reject a request
<br />for any reason, including but not limited to, internal Kanopy polices
<br />relating to hosting Institution Content.
<br />(b) Assurances. In the event that Kanopy agrees to host content on
<br />behalf of Institution, Institution represents and warrants that: (i) it holds
<br />all necessary rights (including all intellectual property rights) and
<br />permissions to grant the rights under this Section 3 to Kanopy; and (ii)
<br />Institution Content does not violate any applicable laws or any rights of
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