End User License Agreement

MONOLOGUE BANK, INC.
END USER LICENSE AGREEMENT

This END USER LICENSE AGREEMENT  (this “Agreement”) is a binding agreement between you (“Licensee” or “you”) and Monologue Bank, Inc. (“Licensor,” or “us”). This Agreement governs your use of dramatic or literary works, or other works of authorship (the “Licensed Property”) that may be purchased online at www.monologuebank.org. The Licensed Property is licensed, and not sold, to you.

BY CLICKING THE “AGREE” BUTTON AND DOWNLOADING THE LICENSED PROPERTY, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD THE LICENSED PROPERTY AND DELETE ANY COPIES YOU HAVE MADE OF THE LICENSED PROPERTY.

RECITALS

WHEREAS, Licensor is an authorized distributor of the Licensed Property, and has the non-exclusive right to grant the licenses and rights covered by this Agreement.

WHEREAS, Licensee is an individual, entity, or other organization, as applicable, and intends to utilize the Licensed Property as content for auditions or for educational purposes.

THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, and intending to be legally bound, the parties agree as follows:

TERMS AND CONDITIONS

  1. LICENSE GRANT. Licensor grants Licensee a non-exclusive, non-transferable right and license to use the Licensed Property throughout the world and in perpetuity for Licensee’s personal, non-commercial use and under the terms and conditions as set forth in this Agreement.
  1. LICENSE RESTRICTIONS. Licensee agrees that it will not seek, obtain, or participate, directly or indirectly, in any registration of the Licensed Property. Licensee agrees not to take any action challenging or opposing, or to raise or cause to be raised, either during the term of this Agreement or after its termination, on any grounds whatsoever, any questions concerning, or objections to, the validity of the Licensed Property or Licensor’s rights therein. Licensee agrees that this Agreement expressly excludes any rights to publicly perform the Licensed Property. If Licensee seeks to publicly perform the Licensed Property, then Licensee covenants and agrees to seek consent from the author, agent, publisher, or authorized representative.
  1. RESERVATION OF RIGHTS. Licensee acknowledges and agrees that the Licensed Property is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Licensed Property under this Agreement, or any other rights thereto other than to use the Licensed Property in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor and its licensors reserve and shall retain their entire right, title, and interest in and to the Licensed Property, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  1. PAYMENT.  Licensee shall pay Licensor for each Licensed Property a one-time fee in accordance with Licensor’s Fee Schedule and which fee is immediately payable upon the acknowledgement of this Agreement.
  1. NO PARTNERSHIP/AGENCY.  No provision of this Agreement shall be construed as creating a partnership, joint venture, or any agency relationship between the parties.  Neither party grants the other any authority to act on behalf of the other.
  1. CONFIDENTIALITY.  Licensee shall not disclose any Confidential Information to any third party.  Any release to any third party of Confidential Information must first be approved by Licensor in writing and will be made only in the form and substance approved by Licensor.  Licensee further agrees not to use Confidential Information for any purpose. Licensee shall immediately notify Licensor in the event of any possible unauthorized use or disclosure of the Confidential Information.  For purposes of this Agreement, “Confidential Information” shall mean any and all information, documentation, software, or data, disclosed or made available in any medium (including electronic or digital transmission) or by any means in all media now known or hereafter devised, including oral conversation, by the Licensor, or any of its respective employees, officers, directors, contractors, and agents, to Licensee in conjunction with the Licensed Property and not generally known to the public.
  1. TERM AND TERMINATION.  

         (a) The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Licensor as set forth in this Section 7.

         (b) Licensee may terminate this Agreement by deleting the Licensed Property and all copies thereof whether printed, electronic, or otherwise set into a tangible medium.

         (c) Licensor may terminate this Agreement if Licensee violates any of the terms and conditions of this Agreement, as determined by Licensor in its sole and absolute discretion.

         (d) Licensor may terminate this Agreement if Licensor ceases to serve as an authorized distributor of the Licensed Property.

         (e) Upon termination:                 

                  (i) all rights granted to Licensee under this Agreement will also terminate; and

                  (ii) Licensee must cease all use of the Licensed Property and delete all copies, which Licensee has made of the Licensed Property, whether printed, electronic, or otherwise.

         (f) Termination will not limit any of the Licensor’s rights or remedies at law or in equity.

  1. DISCLAIMER OF WARRANTIES. ANY INFORMATION, MATERIALS, SERVICES, INTELLECTUAL PROPERTY OR OTHER PROPERTY OR RIGHTS GRANTED OR PROVIDED BY LICENSOR PURSUANT TO THIS AGREEMENT (HEREINAFTER THE “DELIVERABLES”) ARE ON AN “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, EXCLUSIVITY, OR RESULTS OBTAINED FROM DELIVERABLES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY OR ANY APPLICATIONS AND DERIVATIONS THEREOF. LICENSOR DOES NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM FROM TRADEMARK OR COPYRIGHT INFRINGEMENT, OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY TRADEMARK OR COPYRIGHT ARISING FROM THE USE OF THE DELIVERABLES OR RIGHTS GRANTED OR PROVIDED BY IT UNDER THIS AGREEMENT. LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF OF LICENSOR, EXPRESSED OR IMPLIED, TO ANY PERSON CONCERNING THE APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE DELIVERABLES UNDER THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

  1. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED PROPERTY FOR:

(a)   PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b)   DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSED PROPERTY.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

  1. INDEMNIFICATION. Licensee shall indemnify, defend and hold harmless Licensor and each of its employees, officers, directors, and agents (collectively “Licensor”) from and against any and all claims, causes of action, lawsuits, or other proceedings filed or otherwise instituted against Licensor, and all costs and expenses related thereto (including reasonable attorney’s fees), which Licensor may incur, suffer, or be required to pay resulting from, arising out of, or in connection with (i) the breach by Licensee of any covenant, representation or warranty contained in this Agreement, (ii) the use of Licensed Property by a third party which results in the injury, sickness, disease, death, or other loss suffered by such third party, or (iii) any negligent or more culpable act or omission of Licensee, its directors, officers, employees, agents, or affiliates.
  1. JURISDICTION; ARBITRATION. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to that State’s choice of law rules. The parties agree and consent to the exclusive jurisdiction and venue of the courts of the State of Georgia and agree to venue in courts located in Coweta County, Georgia. Any dispute relating to this Agreement shall be submitted to arbitration in the City of Newnan, State of Georgia, U.S.A., under the rules of the American Arbitration Association. Each party shall bear its own costs in connection with any such arbitration.
  1. ASSIGNMENT. Licensee shall not assign or transfer its rights or obligations under this Agreement without the prior written approval of Licensor. Licensor may freely transfer or assign this Agreement or assign all or any part of its rights hereunder. This Agreement shall be binding upon the parties and their successors, heirs, and assigns.
  1. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the parties hereto and supersedes all other oral or written representations except as otherwise provided herein. Any modification, amendment, or waiver of any provision of this Agreement may be made only in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. In the event that one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired. In such an event, the affected clause or provision, shall be reformed to be valid and enforceable in conformance with the intent of the parties. If such a clause or provision cannot be so reformed as a matter of law, it shall be severed and deleted from this Agreement.
  1. WAIVER. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.