Terms and Conditions

BULLETPROOF BEAR LLC
SYNCHRONIZATION LICENSE TERMS

Use of the Media (defined below) purchased by you (“you” or “Licensee”) through our website is expressly conditioned on your acceptance without modification of the binding terms, conditions, and notices contained herein (the “Terms” or “Agreement“). Your use of the Media constitutes your agreement to all such Terms. Please read this Agreement carefully.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

Subject to full payment of the license fees set forth in the invoice, BPB hereby grants to you a non-exclusive license to use the musical composition(s) specified on the invoice page for your order (the “Media”) for the purposes, territories and time periods set forth on such invoice page. Further, you are granted the non-exclusive right to synchronize the Media in timed relation with the Production (defined below). The license does not include the right to use the related master recording or its copyright for any Media in any manner whatsoever. Licensee covenants that Licensee will obtain any and all other necessary licenses from all other appropriate copyright owners. No performance rights, sound reproduction rights, or any other rights not expressly identified, are granted herein.
The license(s) granted extend only to the specific Licensee production designated on the invoice page (the “Production”). Any change(s) in either the audio or visual portions of the Production will require Licensee to contact Bulletproof Bear LLC and purchase a new license or modification of the existing license.
The territory covered by the license shall be designated in the invoice. If none is specified, such the Territory shall extend only to the United States of America.
The term covered by the license shall be designated in the invoice. If none is specified, such the term shall commence on the date of the invoice and expire on the one (1) year anniversary of such date.
The license does not authorize or permit Licensee to make any changes to the composition(s) other than to shorten the same as contemplated hereunder utilizing a continuous portion thereof. The license permits Licensee to make copies of the Production containing the Media licensed hereunder in the form of negatives and prints necessary for distribution, exhibition, promotion, and exploitation designated in the invoice.
Licensee shall provide BPB with all cue sheets in respect to the Production. Should Licensee fail to do so, then BPB shall have the option, after providing you with ten (10) calendar days’ prior written notice via email, to terminate the licenses granted hereunder.
The license and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.
BPB DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE MEDIA EXCEPT AS SET FORTH IN SECTION 9 BELOW, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BPB AND/OR ITS COMPOSERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MEDIA, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MEDIA, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MEDIA.
BPB will defend and indemnify Licensee for all direct, out-of-pocket costs and expenses (including reasonable attorney’s fees) arising from a claim that Media furnished and used within the scope of this Agreement infringes a U.S. copyright (“Claim”) provided that (i) Licensee notifies BPB in writing within 30 days of the Claim, (ii) BPB has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides BPB with such assistance, information, and authority as BPB reasonably requests to perform the above. In the event Licensee’s use of the Media is enjoined as a result of a Claim, BPB will have the option, at its expense, to (a) modify the Media to render it non-infringing, (b) obtain for Licensee a license to continue using the Media, (c) modify or substitute the Media with other Media, without materially affecting the Media’s functionality, or (d) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Media and refund the license fees paid for the Media BPB will have no liability for any Claim based on: (i) use of a superseded or altered version of the Media made available to Licensee, except for such alterations or modifications which have been made by BPB or under BPB’s written direction, if such infringement would have been avoided by the use of a current or unaltered release of the Media that BPB provides to Licensee; (ii) the combination, operation, or use of any Media furnished under this Agreement with other media not furnished by BPB if such infringement would have been avoided by the use of the Media without such other media being incorporated with the Media; or (iii) use of the Media outside of the scope of the license granted by this Agreement. THIS SECTION 9 STATES BPB’S ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
You agree to indemnify, defend and hold harmless BPB, its officers, managers, employees, agents, members and related third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of or in any way connected with your use of the Media, your violation of this Agreement, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. BPB reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with BPB in asserting any available defenses.
No license, right or interest in any BPB intellectual property rights (including, without limit, any patent, trademark, copyright, trade name, service mark, or trade secret) is granted hereunder, except as expressly set forth herein. All rights in the Media not expressly granted in this Agreement are reserved to BPB. Licensee will not delete or in any manner alter the proprietary rights notices of BPB, if any, appearing on the Media as delivered to Licensee. Licensee will affix, to each full or partial copy of the Media made by Licensee, all copyright, trademark, patent and proprietary information notices as were affixed to the original. The obligations set forth in this paragraph will survive any termination of this Agreement. Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party or such party’s third party suppliers may cause such other party irreparable injury for which there may be inadequate remedies at law and that such other party and its third party suppliers will be entitled to equitable relief (without requirement for posting bond), in addition to all other remedies available to it.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between Licensee and BPB with respect to the Media and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Licensee and BPB. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents be written in English.
If a dispute arises out of or relates to this Agreement, or the breach hereof, and if the dispute cannot be settled through negotiation, BPB and Licensee agree first to try in good faith to settle the dispute by non-binding mediation. For such purpose BPB and Licensee shall select an experienced and impartial mediator who has no business or personal relationship with either BPB or Licensee. BPB and Licensee shall equitably share the fees of the mediator based upon their alignment on the issues to be resolved. If the dispute cannot be settled through mediation within thirty (30) days of commencement of mediation, the Company and User agree that the dispute shall be settled through binding, confidential arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then existing Commercial Rules (the “AAA Rules”).One arbiter (each arbiter, a “General Arbiter”) shall be chosen by each of the two (2) parties to the dispute and a third (the “Presiding Arbiter”) shall be chosen by the two (2) General Arbiters within fifteen (15) days of their appointment. Each General Arbiter shall be appointed within sixty (60) days after the commencement of the arbitration proceeding. In the event that the two General Arbiters fail to agree upon the selection of a Presiding Arbiter within fifteen (15) days following their appointment, the Presiding Arbiter shall be appointed by the AAA in accordance with the AAA Rules. The “commencement of the arbitration proceeding” shall be deemed to be the date upon which the Demand for Arbitration has been delivered to the parties in accordance with this Section. It is the intent of the BPB and Licensee that, barring extraordinary circumstances, arbitration proceedings shall be concluded within one hundred eighty (180) days from the appointment of the Presiding Arbitrator. The tribunal may extend this time limit in the interests of justice, and failure to adhere to this time limit shall not constitute a basis for challenging the award. The decision of the tribunal shall be final and binding on BPB and Licensee and BPB and Licensee agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitration set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The decision of the tribunal shall be rendered no later than thirty (30) days after commencement of such hearing. The tribunal shall apply the law of the State of California without regard to conflict of law principles. Any arbitration proceedings shall take place in Los Angeles, California.
The Agreement shall be governed by and subject to the laws of the State of California, without regard to conflict of law principles.
BPB reserves the right, in its sole discretion, to amend the Agreement at any time during the term. The most current version of the Agreement will supersede all previous versions.

BULLETPROOF BEAR LLC
MASTER USE LICENSE TERMS

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

Subject to full payment of the license fees set forth in the invoice, BPB hereby grants to you a non-exclusive license to fix and record the musical composition(s) specified on the invoice page for your order (the “Media”) for the purposes, territories and time periods set forth on such invoice page in timed relation with the Production (as defined in Section 2 below). Licensee covenants that Licensee will obtain any and all other necessary licenses from all other appropriate copyright owners. No performance rights, sound reproduction rights, or any other rights not expressly identified, are granted herein.
The license(s) granted extend only to the specific Licensee production designated on the invoice page (the “Production”). Any change(s) in either the audio or visual portions of the Production will require Licensee to contact Bulletproof Bear LLC and purchase a new license or modification of the existing license.
The territory covered by the license shall be designated in the invoice. If none is specified, such the Territory shall extend only to the United States of America.
The term covered by the license shall be designated in the invoice. If none is specified, such the term shall commence on the date of the invoice and expire on the one (1) year anniversary of such date.
The license does not authorize or permit Licensee to make any changes to the composition(s) other than to shorten the same as contemplated hereunder utilizing a continuous portion . The license permits Licensee to make copies of the Production containing the Media licensed hereunder in the form of negatives and prints necessary for distribution, exhibition, promotion, and exploitation designated in the invoice.
Licensee shall provide BPB with all cue sheets in respect to the Production. Should Licensee fail to do so, then BPB shall have the option, after providing you with ten (10) calendar days’ prior written notice via email, to terminate the licenses granted hereunder.
The license and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.
BPB DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE MEDIA EXCEPT AS SET FORTH IN SECTION 9 BELOW, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BPB AND/OR ITS COMPOSERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MEDIA, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MEDIA, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MEDIA.
BPB will defend and indemnify Licensee for all direct, out-of-pocket costs and expenses (including reasonable attorney’s fees) arising from a claim that Media furnished and used within the scope of this Agreement infringes a U.S. copyright (“Claim”) provided that (i) Licensee notifies BPB in writing within 30 days of the Claim, (ii) BPB has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides BPB with such assistance, information, and authority as BPB reasonably requests to perform the above. In the event Licensee’s use of the Media is enjoined as a result of a Claim, BPB will have the option, at its expense, to (a) modify the Media to render it non-infringing, (b) obtain for Licensee a license to continue using the Media, (c) modify or substitute the Media with other Media, without materially affecting the Media’s functionality, or (d) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Media and refund the license fees paid for the Media BPB will have no liability for any Claim based on: (i) use of a superseded or altered version of the Media made available to Licensee, except for such alterations or modifications which have been made by BPB or under BPB’s written direction, if such infringement would have been avoided by the use of a current or unaltered release of the Media that BPB provides to Licensee; (ii) the combination, operation, or use of any Media furnished under this Agreement with other media not furnished by BPB if such infringement would have been avoided by the use of the Media without such other media being incorporated with the Media; or (iii) use of the Media outside of the scope of the license granted by this Agreement. THIS SECTION 9 STATES BPB’S ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
You agree to indemnify, defend and hold harmless BPB, its officers, managers, employees, agents, members and related third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of or in any way connected with your use of the Media, your violation of this Agreement, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. BPB reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with BPB in asserting any available defenses.
No license, right or interest in any BPB intellectual property rights (including, without limit, any patent, trademark, copyright, trade name, service mark, or trade secret) is granted hereunder, except as expressly set forth herein. All rights in the Media not expressly granted in this Agreement are reserved to BPB. Licensee will not delete or in any manner alter the proprietary rights notices of BPB, if any, appearing on the Media as delivered to Licensee. Licensee will affix, to each full or partial copy of the Media made by Licensee, all copyright, trademark, patent and proprietary information notices as were affixed to the original. The obligations set forth in this paragraph will survive any termination of this Agreement. Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party or such party’s third party suppliers may cause such other party irreparable injury for which there may be inadequate remedies at law and that such other party and its third party suppliers will be entitled to equitable relief (without requirement for posting bond), in addition to all other remedies available to it.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between Licensee and BPB with respect to the Media and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Licensee and BPB. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents be written in English.
If a dispute arises out of or relates to this Agreement, or the breach hereof, and if the dispute cannot be settled through negotiation, BPB and Licensee agree first to try in good faith to settle the dispute by non-binding mediation. For such purpose BPB and Licensee shall select an experienced and impartial mediator who has no business or personal relationship with either BPB or Licensee. BPB and Licensee shall equitably share the fees of the mediator based upon their alignment on the issues to be resolved. If the dispute cannot be settled through mediation within thirty (30) days of commencement of mediation, the Company and User agree that the dispute shall be settled through binding, confidential arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then existing Commercial Rules (the “AAA Rules”).One arbiter (each arbiter, a “General Arbiter”) shall be chosen by each of the two (2) parties to the dispute and a third (the “Presiding Arbiter”) shall be chosen by the two (2) General Arbiters within fifteen (15) days of their appointment. Each General Arbiter shall be appointed within sixty (60) days after the commencement of the arbitration proceeding. In the event that the two General Arbiters fail to agree upon the selection of a Presiding Arbiter within fifteen (15) days following their appointment, the Presiding Arbiter shall be appointed by the AAA in accordance with the AAA Rules. The “commencement of the arbitration proceeding” shall be deemed to be the date upon which the Demand for Arbitration has been delivered to the parties in accordance with this Section. It is the intent of the BPB and Licensee that, barring extraordinary circumstances, arbitration proceedings shall be concluded within one hundred eighty (180) days from the appointment of the Presiding Arbitrator. The tribunal may extend this time limit in the interests of justice, and failure to adhere to this time limit shall not constitute a basis for challenging the award. The decision of the tribunal shall be final and binding on BPB and Licensee and BPB and Licensee agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitration set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The decision of the tribunal shall be rendered no later than thirty (30) days after commencement of such hearing. The tribunal shall apply the law of the State of California without regard to conflict of law principles. Any arbitration proceedings shall take place in Los Angeles, California.
The Agreement shall be governed by and subject to the laws of the State of California, without regard to conflict of law principles.
BPB reserves the right, in its sole discretion, to amend the Agreement at any time during the term. The most current version of the Agreement will supersede all previous versions.

BULLETPROOF BEAR LLC
EDUCATIONAL USE LICENSE TERMS

Use of the Media (defined below) purchased by you (“you” or “Licensee”) from Bulletproof Bear, LLC (“BPB” or “us” or “we”) through our website is expressly conditioned on your acceptance without modification of the binding terms, conditions, and notices contained herein (the “Terms” or “Agreement“). Your use of the Media constitutes your agreement to all such Terms. Please read this Agreement carefully. “Licensee” shall include: (a) in the case of a school, the school and any students enrolled in a student film project during the term of this Agreement (each, a “Qualified Student”), or (b) in the case of an individual student, a Qualified Student. BPB reserves the right to require a Licensee to provide written evidence that a given student or group of students is a Qualified Student.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

Subject to full payment of the license fees set forth in the invoice, BPB hereby grants to Licensee a non-exclusive license to fix and record the musical composition(s) specified on the invoice page for your order (the “Media”) in synchronism or time-relation with the Production (defined in Section 2 below), and to make copies of the Production containing the recordings of the Media in the form of negatives and prints necessary for exhibition, promotion and exploitation in the following media irrespective of the means or method of delivery: Worldwide rights for internet streaming only (i.e., no downloading), in person and online film festival exhibition and classroom exhibition. In addition, Licensee may utilize the Media for a variety of on-campus uses, including but not limited to, intranet streaming, campus radio stations, campus news broadcasts, a Licensee school’s website, live dramatic and musical productions produced by Licensee for the Licensee school, and any audio-visual reproduction of school events on DVD or similar formats. No rights of exploitation in any other media except those listed immediately above are granted to Licensee and any such use shall be deemed an infringement of BPB’s copyright for the purposes, territories and time periods set forth on such invoice page in timed relation with the Production. Licensee covenants that Licensee will obtain any and all other necessary licenses from all other appropriate copyright owners. No performance rights, sound reproduction rights, or any other rights not expressly identified, are granted herein. The Media shall not be used by Licensee for any commercial purpose such as a “for profit” purpose or as part of a branded content production. BPB further grants Licensee the right to edit the Media as deemed necessary by Licensee to conform the Media for use in the Production.
BPB will “whitelist” Licensee’s designated owned and operated YouTube channel. BPB shall have the right to directly collect any music master and publishing revenue generated from ads placed on or before videos from YouTube or any other revenue generating streaming platforms.
Licensee shall use its best efforts (and instruct any Qualified Students to use their best efforts) to credit BPB in the Production and include such credit in the final version of the Production and subsequent reproductions in which screen credits for music are included. Credit will be in substantially the following form: “TITLE”, Performed by “ARTIST”, Courtesy of Bulletproof Bear, LLC
The license(s) granted extend only to the specific Licensee production designated on the invoice page (the “Production”). Any change(s) in either the audio or visual portions of the Production will require Licensee to contact BPB and purchase a new license or modification of the existing license.
The territory covered by the license shall be designated in the invoice. If none is specified, such the Territory shall extend only to the United States of America.
The term covered by the license shall be designated in the invoice. If none is specified, such the term shall commence on the date of the invoice and expire on the one (1) year anniversary of such date.
Except as provided in Section 1, the license does not authorize or permit Licensee to make any changes to the composition(s) other than to shorten the same as contemplated hereunder utilizing a continuous portion thereof. The license permits Licensee to make copies of the Production containing the Media licensed hereunder in the form of negatives and prints necessary for distribution, exhibition, promotion, and exploitation designated in the invoice.
Licensee shall provide BPB with all cue sheets in respect to the Production. Should Licensee fail to do so, then BPB shall have the option, after providing you with ten (10) calendar days’ prior written notice via email, to terminate the licenses granted hereunder.
The license and obligations hereunder shall run to Licensee, its successors, and assigns, provided that upon any assignment or other disposition of the Production or this agreement, Licensee shall remain liable for the performance of all the terms and conditions of the license and shall be subject to all the terms hereof. Licensee further agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest or in possession of the Production shall be notified of the terms and conditions of the license(s) and shall agree to be bound thereby.
BPB DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE MEDIA EXCEPT AS SET FORTH IN SECTION 10 BELOW, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BPB AND/OR ITS COMPOSERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MEDIA, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MEDIA, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MEDIA.
BPB will defend and indemnify Licensee for all direct, out-of-pocket costs and expenses (including reasonable attorney’s fees) arising from a claim that Media furnished and used within the scope of this Agreement infringes a U.S. copyright (“Claim”) provided that (i) Licensee notifies BPB in writing within 30 days of the Claim, (ii) BPB has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides BPB with such assistance, information, and authority as BPB reasonably requests to perform the above. In the event Licensee’s use of the Media is enjoined as a result of a Claim, BPB will have the option, at its expense, to (a) modify the Media to render it non-infringing, (b) obtain for Licensee a license to continue using the Media, (c) modify or substitute the Media with other Media, without materially affecting the Media’s functionality, or (d) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Media and refund the license fees paid for the Media BPB will have no liability for any Claim based on: (i) use of a superseded or altered version of the Media made available to Licensee, except for such alterations or modifications which have been made by BPB or under BPB’s written direction, if such infringement would have been avoided by the use of a current or unaltered release of the Media that BPB provides to Licensee; (ii) the combination, operation, or use of any Media furnished under this Agreement with other media not furnished by BPB if such infringement would have been avoided by the use of the Media without such other media being incorporated with the Media; or (iii) use of the Media outside of the scope of the license granted by this Agreement. THIS SECTION 9 STATES BPB’S ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
You agree to indemnify, defend and hold harmless BPB, its officers, managers, employees, agents, members and related third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of or in any way connected with your use of the Media, your violation of this Agreement, your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. BPB reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with BPB in asserting any available defenses.
No license, right or interest in any BPB intellectual property rights (including, without limit, any patent, trademark, copyright, trade name, service mark, or trade secret) is granted hereunder, except as expressly set forth herein. All rights in the Media not expressly granted in this Agreement are reserved to BPB. Licensee will not delete or in any manner alter the proprietary rights notices of BPB, if any, appearing on the Media as delivered to Licensee. Licensee will affix, to each full or partial copy of the Media made by Licensee, all copyright, trademark, patent and proprietary information notices as were affixed to the original. The obligations set forth in this paragraph will survive any termination of this Agreement. Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party or such party’s third party suppliers may cause such other party irreparable injury for which there may be inadequate remedies at law and that such other party and its third party suppliers will be entitled to equitable relief (without requirement for posting bond), in addition to all other remedies available to it.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between Licensee and BPB with respect to the Media and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Licensee and BPB. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this Agreement and all related documents be written in English.
If a dispute arises out of or relates to this Agreement, or the breach hereof, and if the dispute cannot be settled through negotiation, BPB and Licensee agree first to try in good faith to settle the dispute by non-binding mediation. For such purpose BPB and Licensee shall select an experienced and impartial mediator who has no business or personal relationship with either BPB or Licensee. BPB and Licensee shall equitably share the fees of the mediator based upon their alignment on the issues to be resolved. If the dispute cannot be settled through mediation within thirty (30) days of commencement of mediation, the Company and User agree that the dispute shall be settled through binding, confidential arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then existing Commercial Rules (the “AAA Rules”).One arbiter (each arbiter, a “General Arbiter”) shall be chosen by each of the two (2) parties to the dispute and a third (the “Presiding Arbiter”) shall be chosen by the two (2) General Arbiters within fifteen (15) days of their appointment. Each General Arbiter shall be appointed within sixty (60) days after the commencement of the arbitration proceeding. In the event that the two General Arbiters fail to agree upon the selection of a Presiding Arbiter within fifteen (15) days following their appointment, the Presiding Arbiter shall be appointed by the AAA in accordance with the AAA Rules. The “commencement of the arbitration proceeding” shall be deemed to be the date upon which the Demand for Arbitration has been delivered to the parties in accordance with this Section. It is the intent of the BPB and Licensee that, barring extraordinary circumstances, arbitration proceedings shall be concluded within one hundred eighty (180) days from the appointment of the Presiding Arbitrator. The tribunal may extend this time limit in the interests of justice, and failure to adhere to this time limit shall not constitute a basis for challenging the award. The decision of the tribunal shall be final and binding on BPB and Licensee and BPB and Licensee agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitration set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The decision of the tribunal shall be rendered no later than thirty (30) days after commencement of such hearing. The tribunal shall apply the law of the State of California without regard to conflict of law principles. Any arbitration proceedings shall take place in Los Angeles, California.
The Agreement shall be governed by and subject to the laws of the State of California, without regard to conflict of law principles.
BPB reserves the right, in its sole discretion, to amend the Agreement at any time during the term. The most current version of the Agreement will supersede all previous versions.