Terms and Conditions dated 6.28.23:
SPECIAL PROVISION
For the purpose of this agreement, you are the Licensee (references to “you” and “yours” are to be interpreted accordingly) and the Jane Goodall Institute (JGI) is the Licensor. As a condition of your use of any material provided by Licensor to you, you agree to the following Terms and Conditions which can be amended and modified by Licensor at any time. JGI will notify Licensee upon any material change of these Conditions, but it is your responsibility to ensure you understand the Conditions as they apply to your use at all times.
WARRANTIES:
Licensor warrants and represents that: (a) Licensor is free to grant Licensees all rights described
in this Agreement and possesses all rights to the Materials necessary for the grant of this
license as sole Owner and copyright holder of the Materials, or as the duly authorised agent or licensee of Owner; (b) Licensees will not incur any liability or obligation, financial or otherwise,
to any third party based on the creation, production or use of the Materials in the manner in which agreed by Licensor; (c) no element of the Materials infringes upon any copyright or other right of any person, firm, or corporation; and (d) Licensees’ use of the Materials under this Agreement will not require any payment to any third party.
ASSIGNMENT:
This Agreement is personal to Licensee and Licensee’s permitted assignees. Licensee may not
assign the rights nor delegate any of the duties described in this Agreement to a third party
without the prior written consent of the Licensor. Licensor may assign any of its rights or
delegate any of its duties under this Agreement.
TAXES:
Licensee agrees to pay and be responsible for any and all sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the licence granted by JGI.
SHARING AND STORAGE:
The raw file may not be provided to anyone outside of the Licensee’s legal entity other than subcontractors for the duration of the term. Upon termination, all sharing rights terminate and all content must be removed from Licensee’s shared server, digital asset management system or other storage system and stored only on individual devices. Any subcontractors are permitted to use the material, solely related to your final project or end use. These subcontractors are bound by the terms of this agreement and may not use the material for any other purpose.
PUBLICITY:
Licensor grants to Licensees the right to use Materials for advertising, publicity, and promotion
in connection with the Program and for institutional purposes, but not as an endorsement of
any product or service. Use of the Licensor trademark, service mark and logos is strictly prohibited without prior written consent. Use of Dr Jane Goodall and JGI’s staff, employees, agents image or likeness outside of the use described in these terms and conditions is strictly prohibited unless prior written permission is provided by Licensor.
REMEDIES:
Licensees shall have no obligation to use the Materials or exhibit the Program or exercise any of
its rights under this Agreement, and Licensees shall have fully discharged its duties by providing
Licensor the Compensation specified in this Agreement. In no event shall Licensor be entitled to
enjoin or restrain the distribution or broadcast of the Program or Series or to pursue any remedies in connection with this Agreement other than a suit for money damages.
GOVERNING LAW AND DISPUTE RESOLUTION:
This Agreement shall be construed and enforced in accordance with the laws of the District of
Columbia. Licensee hereby consents to and submits to the jurisdiction of the courts located in the District of Columbia, and any action or suit under this Agreement shall be brought in any federal or state court with appropriate jurisdiction over the subject matter established or sitting in the District of Columbia. Licensee shall not raise in connection therewith, and hereby waives, any defences based upon venue, the inconvenience of the forum, the lack of personal jurisdiction, the sufficiency of service of process or the like in any such action or suit brought in the District of Columbia.
TERMINATION:
JGI may terminate this agreement at any time if you breach any of the terms of this or any other agreement with JGI, in which case you must immediately: cease using the material ; delete or destroy any copies; and, if requested, confirm to JGI in writing that you have complied with these requirements.
CONTENT WITHDRAWAL:
JGI may discontinue licensing any item of material at any time in its sole discretion. JGI may require Licensee to, at your own expense, cease using the material, delete or destroy any copies; and ensure that your clients/ distributors and/or employer do likewise. JGI will provide you with replacement material (as is reasonable, as determined by JGI) free of charge, subject to the other terms of this agreement.
ENTIRE AGREEMENT:
The headings at the beginnings of each paragraph are for reference only and shall not affect the meaning or construction of this Agreement. This Agreement sets forth the entire agreement between the parties with respect to the Material.