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Video Licensing Agreement


Sunset Graphics, Inc. ("SGI") grants you a non-exclusive, nontransferable twelve (12) month license to use the enclosed video (the "Video"- all formats inclusive DVD/VHS/Web Based Feed) according to the terms and conditions herein.

You may make unlimited copies of the Video in its entirety.  The foregoing grant of rights does not grant you the right to distribute animations, still images, modified or unmodified, any part of the Video without the written permission of SGI

You shall not: (1) modify, translate, reverse engineer, decompile or disassemble the Video; (2) rent, or transfer all or part of the Video; (3) remove any proprietary notices, labels or marks from the Video.

In consideration for the production and licensing of the Video, you agree to pay to SGI a licensing fee as set forth in the Fee Schedule A attached to and incorporated into this Agreement.  You also agree to pay all assessments, duplication costs, and sales, use, property, and other taxes imposed on the Video, either directly or by reimbursement of SGI

Title and copyrights to the Video and any copies made by you remain with SGI.  Unauthorized copying of the Video, or failure to comply with the above restrictions will result in automatic termination of this license.  Unauthorized duplication of the Video constitutes copyright infringement and in the United States is punishable in a federal criminal action by a fine of up to $250,000 and imprisonment for up to five (5) years.  In addition, federal civil penalties allow the recovery of actual damages based on the number of copies produced or liquidated damages of up to $100,000 for willful copyright infringement.

SGI acknowledges that the Video is of a size, format and design selected by licensee, after having been given the opportunity for approval and inspection.  SGI HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF OR INFORMATION CONTAINED IN THE VIDEO.  SGI SHALL NOT BE LIABLE TO LICENSEE FOR ANY LIABILITY, LOSS, OR DAMAGE, INCLUDING CONSEQUENTIAL DAMAGES, CAUSED DIRECTLY OR INDIRECTLY BY THE VIDEO, BY ANY INADEQUACY OR DEFECT, OR BY ANY INCIDENT IN CONNECTION WITH THE VIDEO.  SGI MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, EXCEPT AS A GENERAL DESCRIPTION OF THE EMPLOYEE INFORMATION AND/OR BENEFITS PROVIDED BY THE LICENSEE, FOR THE USE OF THE LICENSEE IN ITS INTERNAL BUSINESS OPERATIONS.   

The entire liability of SGI and your exclusive remedy under the warranty provided herein will be at the option of SGI, to attempt to correct or work around errors, to replace the media or to refund the purchase price and terminate this Agreement.  This remedy is subject to the return of the Video to SGI.

IN NO EVENT WILL SGI BE LIABLE FOR ANY DAMAGES, WHETHER ARISING FROM TORT OR CONTRACT, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE VIDEO, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.  THIS LIMITATION WILL APPLY EVEN IF SGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. Licensee shall indemnify and hold SGI harmless from and against all claims, actions, proceeding, costs, damages and liabilities, including but not limited to attorneys' fees, arising out of, connected with, or resulting from the use of the Video by the licensee.  The licensee, upon written acknowledgment or acknowledgment in such other form as desired by SGI of the acceptance of the Video, accepts responsibility for the information contained in the Video.

This license shall be governed by and construed under the laws of the State of Tennessee.

ACCEPTED:  _______________________________________________               __________________________________
                    Licensee                                                                   Date

BY:  ________________________________________________________             __________________________________
       Signature                                                                               Title

 

    04.25.2010


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