Church Video License Terms of Agreement

Annual License

1. PURPOSE
Christian Video Licensing International, LLC (“CVLI”) grants licensee (“Licensee”) a non-exclusive license (“License”) to publicly perform copyrighted “Works” defined below, under the Terms and Conditions specified in this CVLI License Agreement (“Agreement”).

2. LAW
CVLI warrants and represents that it has secured the appropriate rights, under the federal Copyright Act, Title 17, U.S.C. §101 and §106, to grant this License.

3. TERM
“Term” shall mean the period beginning on the “Start Date” listed on the CVLI Video License Application (“Application”) and shall continue thereafter for periods of one (1) year each, unless cancelled by either party giving thirty (30) days advance written notice before the end of said period or any subsequent period. Each one (1) year period during the Term is referred to herein as a “Contract Year.” If Licensee does not timely notify CVLI of its intent to terminate, this Agreement will remain in effect for the entire subsequent Contract Year, and Licensee will be responsible for the entire annual fee due to CVLI hereunder pursuant to Section 5 hereof.

4. RIGHTS
The public performances authorized by this Agreement shall take place in the Facility(ies) identified in the Application or as Licensee otherwise notifies, and shall be via any means originally intended for personal use only, including but not limited to DVD, streaming and download. The sole purpose of such performances is to entertain and/or educate authorized viewers and only employees that facilitate those performances. No specific titles, or any characters from such titles, or producers’ names will be advertised or publicized to the general public, and no admission or other fee will be charged to the audience. The exhibitions cannot be used to endorse any goods or services. Works are defined as motion pictures and other audiovisual programs to which CVLI has received the rights to license under the parameters set forth herein.

5. FEE
The agreed license fee for the first Contract Year of this Agreement is specified on the Application, which amount is payable to CVLI. Licensee acknowledges and agrees that subsequent Contract Years may require 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 Facilities or other relevant factors used to determine the license fee. On an annual basis, or upon request by CVLI, Licensee shall furnish CVLI with the information CVLI may request in order to determine the proposed license fee for subsequent Contract Years. Should CVLI wish to increase the license fee for the subsequent Contract Year, it shall propose such increased license fee to Licensee no later than sixty (60) days before the end of the then-current Contract Year. Licensee shall then have up to the date that is thirty (30) days prior to the expiration of the Contract Year to evaluate CVLI’s proposed license fee for the subsequent Contract Year. If Licensee does not timely notify CVLI of intent to terminate pursuant to Section 3 hereof, this Agreement will remain in effect for the entire subsequent Contract Year, with the license fee set at the amount proposed by CVLI. Such license fee for each subsequent Contract Year shall be due and payable no later than the beginning of each respective subsequent Contract Year. 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.

6. RESTRICTIONS
The specific titles which may be publicly performed by Licensee under this Agreement are Works produced and/or distributed by CVLI affiliated rightsholder companies only. CVLI represents that it or its rightsholders may not possess the appropriate rights to certain individual titles, or, due to the expiration of those rights during the term of this Agreement, CVLI may send Licensee at any time during the term of this Agreement binding notices that certain titles cannot be or may no longer be publicly performed under this Agreement. Such notices shall be binding and effective upon Licensee when received.

7. LEGALLY OBTAINED WORKS ONLY
Licensee may publicly perform only legally obtained Works covered by this Agreement. The responsibility for obtaining the Works is that of Licensee, and the costs of acquiring the Works are to be borne solely by Licensee and are separate and distinct from the agreed public performance license fee.

8. NO OTHER RIGHTS
Licensee may not unlawfully duplicate, edit or otherwise modify the Works obtained for public performance purposes under this Agreement. Any and all rights not granted to Licensee in this Agreement are expressly reserved to CVLI and/or its rightsholders.

9. SEPARATE FEES
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 Works covered by this Agreement are solely Licensee’s responsibility and are not the responsibility of CVLI. To the best of CVLI’s knowledge, no such separate fees for motion pictures are presently in effect.

10. ASSIGNMENT
This Agreement may not be assigned by Licensee, without the prior written consent of CVLI, except that Licensee shall (a) assign this Agreement in connection with a merger, consolidation or sale of its assets and business, (b) provide CVLI with immediate notice of the assignment including contact information for the assignee, and (c) guarantee assignee’s performance of all obligations of Licensee under this Agreement. This Agreement may be assigned by CVLI.

11. TAX LIABILITY
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.

12. NOTICE
Any notice provided for herein shall be given in person; by first class air mail, postage prepaid; or by reputable overnight carrier; addressed to the party to be notified as listed on the Application. The date of personal service or mailing of any such notice shall constitute the date of service.

13. TERMINATION
CVLI reserves the right, exercisable upon thirty (30) days written notice, to terminate this 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 this Agreement. If any part of this Agreement shall be determined unenforceable, the remainder of this Agreement shall remain in full force and effect.

14. LEGAL FEES
In the event CVLI engages a lawyer to enforce its rights under this Agreement by virtue of the breach on the part of Licensee, of any term of this Agreement, Licensee agrees to pay the reasonable costs and legal fees incurred by CVLI.

15. COLLECTION FEES
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.

16. GUARANTEES
Licensee guarantees that the information provided by Licensee is true, correct and complete in all respects. This 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. In the event that any signature is delivered by facsimile or e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation with the same force and effect as if an original signature.

17. WARRANTY
To the extent that, prior to the commencement date of this 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 which would have been licensed under this Agreement. 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.

18. JURISDICTION
The Application and these Terms and Conditions contain 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 and the parties submit to the nonexclusive jurisdiction of the U.S. Courts as regards to any claim or matter arising in relation to this Agreement.

Copyright © 2020 Christian Video Licensing International, LLC. All Rights Reserved. Church Video License, ScreenVue and the CVLI name are registered service marks of CVLI.