​User Agreement - Institutional License

This agreement between Effath Yasmin, the Producer of the Film, i.e. “Untying Breastfeeding” (“LICENSOR”) and the LICENSEE, i.e. any individual, institution or organisation acquiring the rights to screen the Film (“LICENSE”) establishes the terms of use and any other rules pertaining to the purchase of the License and screening rights of the Film. 
WHEREAS the Licensor holds the rights granted under this License; 
AND WHEREAS the Licensee desires to use the rights and the Licensor desires to grant to the Licensee the License to use the rights for a fee, subject to the terms and conditions of the License. 
IT IS AGREED AS FOLLOWS

1. This document is an electronic record in terms of Information Technology Act, 2000 of India and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000 of India. This electronic record is generated by a computer system and does not require any physical or digital signatures. By purchasing the License, you accept these License Terms and agree to be legally bound by them.
2. DEFINITIONS:
   1. ​“Parties / Party” - “Licensor” and the “Licensee” hereinafter shall collectively be referred to as the “Parties” and individually be referred to as "Party" as the case maybe.
   2. ‘License Terms’     shall mean these terms (including any annexures thereto), including any and all modifications, extensions and alterations thereto made in writing after the date of execution hereof;
   3. ‘Confidential Information’ shall mean such non-public information which ought to be treated as confidential and includes, inter alia, Licensor’s business policies or practices,  customer lists, content list,  details of websites, clients, vendors, technical data, employee data or officers’ data, designs, research and development activities, Film, materials in relation to the Film, story, screenplay any and all aspects including but not limited to the findings, ideas, concepts, know-how, other non-generic information whether tangible and/or intangible, written and/or oral, relating to any released or unreleased concepts, ideas, films, television, digital media, projects and services, marketing, promotion and any other information received from any sources hereunder and and/or any information related to the said Film and any other information whether provided by or related to Licensor hereunder including but not limited to the terms of this License Terms which the Licensee is obliged to treat as confidential;
   4. ‘Effective Date’ The date of purchase of the license
   5. ‘Territory’  shall mean the jurisdiction within which the Film is screened
   6. The expression ‘copyright’ means the entire copyright and design right subsisting under the laws of India and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world where the Film is screened.
   7. Any reference in this License Terms to any statute or statutory provisions shall be construed as including a reference to that statute or statutory provision as from time to time amended modified, extended or re-enacted, whether before or after the date of this License Terms, as well as all statutory instruments, orders and regulations for the time being in force.
   8. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.
3. THE iNSTITUTIONAL LICENSE

          The Licensor grants the Licensee the non-exclusive right to:

1. exhibit the Film in a non-public, non-theatrical setting for educational use within a classroom, gallery, library, lecture hall, clinics, museum, or similar educational context for private group of employees, clients, or professionals with audience size of upto 100 ( hundred ) people,  by means of the Link, furnished by Licensor to Licensee, for an unlimited number of screenings, within the Territory.   
   1.  The Licensee must not:
      1. charge an admission or viewing fee;
      2. capture, record, download, copy-paste, save a copy of the Film and/or any part of the Film in any format and/or in any medium for any purposes whatsoever.
      3. cause or authorize any advertising, promotional and/or any other commercial material to be displayed before or following the Film screening or associate any screening of the Film with any sponsorship or charity;
      4. publicly perform, communicate, transmit, broadcast, distribute or otherwise make available any part of the Film (or permit others to do the same) through any form of diffusion system, computer network or system whether open or closed (including without limitation the Internet) or telecommunications network;
      5.  edit, dub, or alter any Film in whole or in part (including credits and copyright notices);
      6. show the Film in parts without the context of the entire Film;
      7. raise any funds through any means without the prior written permission of the Licensor; and
      8. violate any laws of the territory in which the Film is being exhibited / screened by the Licensee.
2. The rights contained herein are non-transferable. Sub-licensing, subleasing, duplicating, digitizing, renting, selling, broadcast, cablecast, webcast, loan or transfer to any other institutions or venues, or any other act not expressly permitted in this License Terms is prohibited.
3. PAYMENT & DELIVERY 

          Licensee shall pay the Licensor a non-refundable fee at the time of purchase of the Link for the Film. The Licensee shall notify the Licensor in writing of any defects with the Link within 15 (fifteen) days of receipt of the Link of the Film. In the event that the Link delivered is defective in any way, the Licensor shall be solely liable to replace the Link in a timely manner. Licensor shall have no other obligations and/or liabilities to Licensee.
      5. LICENSEE WARRANTIES AND REPRESENTATIONS:           
          Licensee warrants and represents that

1. the Licensee has the full right and authority to enter into this License Terms;
2. the person listed on the invoice is authorized to bind himself/herself to the terms of this License Terms;
3. where the Licensee is an organisation / institution, the terms of this contract shall apply to the management of such organisation / institution;
4. the license, disclaimer, titles, credits, copyright, and trademark notices appearing on the Film will appear unaltered in all exhibitions of the Film by the Licensee;
5. will not use, distribute, or exploit or authorize the use, distribution, or exploitation of the Film in any manner not specifically authorized hereunder; and
6. the Licensee will not use any materials in a manner that infringes, violates, or misappropriates any of the Licensor’s rights or those of any other person or entity (including without limitation, copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights)..

  6. RESERVATION OF RIGHTS
     The Licensee understands and agrees that the Film is being licensed on a non-exclusive basis for use by Licensee only, through the authorized Link purchased by the  Licensee, for educational purposes, with the copyright of the Film remaining with the Licensor. All rights, including without limitation, all rights in and to the copyright of the Film not expressly granted hereunder are reserved by Licensor. The Licensee does not, by virtue of this License Terms acquire any ownership interest or rights in or to the Film, materials and other intellectual property and technology that the Licensor provides.
    7. DEFAULT In the event the Licensee defaults on any of the agreed points, in addition to other remedies:

1. Licensee shall immediately cease any use of the Film; and
2. agrees to pay Licensor its damages, costs and expenses and any collection costs connected thereto, including the attorney’s fees, and legal costs incurred by Licensor.
3. Licensee will be responsible for the replacement cost of the Film if the media is lost, stolen, damaged or destroyed. If replacement is required, you are to notify the Licensor immediately at which point the Licensor will make arrangements for the proper payment to be made by Licensee to Licensor, as determined by the Licensor and mutually agreed by the parties

​ DISCLAIMER
THE FILM, SCREENINGS, THE WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE WEBSITE, ANY LINKS, LINK FORMATS, CONTENT, MATERIALS, MARKS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR THIRD PARTY LICENSEES OR LICENSORS IN CONNECTION WITH THE SCREENING (COLLECTIVELY, THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR THIRD-PARTY LICENSEES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR THIRD-PARTY LICENSEES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR THIRD-PARTY LICENSEES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR THIRD-PARTY LICENSEES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE, CONTENT, OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR THIRD PARTY LICENSEES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS LICENSE AGREEMENT OR YOUR PARTICIPATION AS A LICENSEE, (C) ANY TERMINATION OF THIS LICENSE AGREEMENT OR YOUR PARTICIPATION AS A LICENSEE.

1. ALTERATIONS TO THE TERMS OF USE The Licensor may change these License Terms at any time without notice. Licensee can review the most current version of these License Terms by clicking on the "License Terms" hypertext link located on the website www.untyingbreastfeeding.com The Licensee is responsible for checking these License Terms for changes periodically. If you continue to use the License after the Licensor post changes to these License Terms, the Licensee is signifying acceptance of the updated License Terms.
2. ​RIGHT TO CHANGE The Licensor reserves the right to discontinue or change the Film or Link at any time and without notice.
3. INTERNATIONAL USE The Licensor makes no representation that the Film and/or Link is appropriate or available for use in locations outside India, or for access from territories where the Film and/or Link is illegal and/or prohibited. If the Licensee chooses to promote and/or access the Link and/or exhibit the Film from/in a location outside India, the Licensee does so, on his/her own initiative and he/she are responsible for compliance with local laws.
4. COMPLIANCE WITH THE WHO CODE The Licensor states that the Film is compliant with the World Health Organization’s International Code of Marketing of Breast Milk Substitutes and subsequent relevant resolutions (WHO Code). Further, the Licensee affirms that they are not in violation of the WHO code, nor do the Parties have any affiliation with any organization or corporation that violates the WHO Code. Otherwise the Licensee must inform the Licensor of any such violation or affiliation to any organisation or corporation that violates the WHO Code by communication of the same to the Licensor in writing. In case, the Licensee is not aware of WHO Code status, nor that of the Licensee’s employer or those the Licensee has/is contracted with, then the Licensee shall accordingly inform the Licensor of the same in writing.
5. MISCELLANEOUS
   1. Licensee shall not reveal or make public any financial or other information and/or Confidential Information in connection with the terms of this License Terms and business of Licensor or issue any publicity relating to the same.
   2. This License Terms constitutes the entire agreement between the parties regarding the matters hereunder. This License Terms shall be construed in accordance with, and shall be in all respects, governed by the laws of the State of Maharashtra, India. By paying for and accepting delivery of the Film, Licensee acknowledges that it has read this License Terms, understood its terms and conditions, and has voluntarily accepted its provisions.
   3. Each Party shall defend indemnify and hold harmless the other Party, including affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of
      1. a Party’s gross negligence or wilful misconduct in performing any of its obligations under this License Terms, or
      2. a material breach by a Party of any of its representations, warranties, covenants or agreements under this License Terms. No change, modification or amendment of this License Terms shall be valid unless in writing and signed by all Parties.
      3. Licensor shall not be liable by reason of failure or delay in the performance of its obligations under this License Terms if such failure or delay is caused by acts of God, war, technical or any other cause beyond its control and without its fault or negligence.
      4. The failure of any Party to insist upon the strict observance and performance of the terms, provisions or conditions of this License Terms shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms, provisions or conditions, during the Term.
      5. The Parties acknowledge and agree that they are dealing with each other as independent contractors.  Neither the License Terms, nor any terms and conditions contained in the License Terms may be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, an association of parties, association of persons, and/or an agency between Licensor and the Licensee.
      6. This License Terms shall be governed by and construed in accordance with the laws of India and subject to the exclusive jurisdiction of the courts at Mumbai, India.
      7. This License Terms may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
      8. The provisions of this License Terms are intended to be performed in accordance with, and only to the extent permitted by all applicable requirements of law.  If any provision of this License Terms or the application of the License Terms to any Party or circumstances shall, for any reason and to any extent, be held invalid or unenforceable, neither the remainder of the License Terms nor the application of the License Terms or such provision to any other Party or circumstance or other instruments referred to in the License Terms or affected provision shall be affected thereby but, rather, the same shall be enforced to the fullest extent permitted by law.  In the event that any provisions of this License Terms, or the application thereof, is held by any court of competent jurisdiction to be illegal or unenforceable, the Parties shall attempt in good faith to agree upon an equitable adjustment in order to overcome to the greatest extent possible the effect of such illegality or unenforceability.
      9. All notices and other communications required or permitted to be given under this License Terms shall be in writing, addressed to the Parties at their respective addresses first written herein above. ​
      10. The License Terms will bind and insure to the benefit of Licensor’s permitted successors and assigns. Licensee will not assign/sub-license the License Terms, in whole or in part, without Licensor’s written consent.