General Terms and Conditions - Content License Agreement
This Content License Agreement, hereinafter called the Agreement, states the terms and conditions that govern the license hereby granted by Playbooks, Inc. (Publisher) to Palm Beach Schools hereinafter called the Customer, and you, hereinafter called the User, who agrees to be bound by this Agreement with regard to your use of the content and, or services available at www.readerstheater.com or www.readerstheaterscripts.com hereinafter called the Sites.
Grant of License. The Publisher hereby grants to the User a non-exclusive and revocable right, license, and privilege for up to a maximum the number of affiliated schools included in the PASS hereinafter called End Users, to display and otherwise make available to said End Users, any printed images or other information in any form which the Publisher provides to the User including (but not limited to) Playbooks® Reader’s Theater stories/scripts in virtual Flip-Book format, in PDF format, and in PDF form of any supplemental documents or materials specific to said stories/scripts or to the implementation of the method of role-play reading or reader’s theater hereinafter called the Content. This license to use the Content, hereinafter called the License, is expressly limited to this specific use and shall not be shared or used in any other manner by the User, and nor shall the User distribute the Program to any third party in any other manner without the express written consent of the Publisher.
A. All Content shall include any copyrights or other proprietary legends and datelines provided by the copyright holder of the Content, hereinafter called the Providers.
B. With respect to End Users, the License is expressly limited to display and retrieval of the Content through the End User’s device and shall not be shared or transferred to any other device.
C. In the event that the Publisher determines in its sole discretion that breach by the User or its End Users of any provision of this Agreement might cause the Publisher to be in breach of its obligations to a Provider, in addition to any other remedies the Publisher may have, pursuant to this Agreement or otherwise, the Publisher may suspend delivery of the Content from such Provider to the User until the breach is cured. Any action under this section shall not constitute a breach of the Publisher’s obligations herein.
D. The User shall maintain accurate and complete records relating to the storage and distribution of the Content and the number of authorized servers.
II. Proprietary Rights. The User understands and acknowledges that all intellectual property rights in the Content, including but not limited to the material provided through the Site to the User, belong to the Publisher or the Providers. The User agrees not to: (i) copy, reproduce, distribute, or create derivative works based on the Content; (ii) reverse engineer or decompile any technology pertaining to the Content; (iii) resell or make any commercial use of the Content; or (iv) use the Content in any manner not expressly allowed herein.
III. Delivery. The Publisher shall deliver the Content to the Client either via email, download through a subscriber website, or through a browser-based subscriber portal.
IV. Permitted Use of the Content Without Modifcation. The User may not, under any circumstances, materially modify the Content or permit its End Users to modify the Content in any manner.
V. Fees; Payment; and Expenses. The User shall be responsible for maintaining the Calameo Platinum subscription set up by Publisher automatically billed annually at a rate detailed in the then-current fee schedule available elsewhere through a third party, Calameo (https://encalmeo.com). The User shall be solely responsible for all costs and expenses associated with the User’s communications lines and equipment used to receive the Content.
VI. Representations and Warranties of Publisher. The Publisher represents and warrants the execution, delivery, and performance by the Publisher of the obligations hereunder (i) have been duly authorized by all necessary parties; and (ii) will not violate any provision of law, statute, rule, or regulation, articles of incorporation, bylaws, or terms of any other agreement to which Publisher or the Content is bound, including intellectual property rights.
VI. Disclaimer of Warranties. Aside from the warranty expressly made by the publisher in this document, this site is provided “as is” without warranties of any kind, express or implied. Use of this site and any service offered by the publisher is at the user’s sole risk. The publisher makes no warranties, including, but not limited to:
A. That the site, or the service will meet the user’s requirements;
B. That the site will be secure, uninterrupted, accessible or error-free; and/or
VII. Limited Liability. Under no circumstances shall the publisher be liable to the user or any other person for any indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to this agreement, the site, any service offered by the publisher, any service provided, or the internet generally, including, but not limited to:
Any party’s use or inability to use the site;
B. Any changes to or inaccessibility of the site;
C. Any delay, failure, unauthorized access to or alteration of any data or any transmission of data;
D. Any content or data transmitted or received (or not transmitted or received) by/from any party; and/or
E. Any content or data from a third person accessed on or through the site, or the service; whether such liability is asserted on the basis of contract, tort or otherwise. Some jurisdictions prohibit the exclusion or limitation of incidental or consequential damages, thus this limitation of liability may not apply to user.
VIII Indemnification. The User agrees to indemnify, hold harmless and defend the Publisher, along with its directors, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) this Agreement and/or any breach or threatened breach by the User; (ii) the User’s use of the Site, the Content, or any service offered by the Publisher; (iii) any unacceptable, unlawful, or objectionable use of the Site, the Content, or any service offered to the User by the Publisher; or (iv) any negligent or willful misconduct by the User. Such obligations are subject to the following conditions (i) indemnified party shall promptly notify the indemnifying party in writing of any claim or litigation that is subject to such indemnification obligation; (ii) indemnified party shall grant to indemnifying party sole control of the settlement, compromise, negotiation and defense of any such claim; and (iii) indemnified party gives indemnifying party all information, assistance and authority, at indemnified party’s expense, to enable indemnifying party to so defend or otherwise settle or dispose of such claim or suit on behalf of indemnified party. The party requesting indemnification shall have the right, at its own expense, to participate in the defense of any such claim or litigation through counsel of its own choosing, and shall in any event cooperate reasonably with the indemnifying party in the defense of such claim or litigation.
IX. PUBLISHER reserves the right to amend the General Terms and Conditions of Sale and Service hereof. Any updates to the General Terms and Conditions of Sale and Service hereof will be mentioned on the section of the Website dedicated to the General Terms and Conditions of Use. The General Terms and Conditions of Sale and Service hereof constitute the entire agreement between the Parties as regards the contractual conditions applicable for the use of the Website and the Service by the User.