1. Grant of License: Broadway Media Distribution, Inc. ("BMD") grants you, the recipient ("Recipient"), a non-exclusive, non-transferable license ("License") to use the Content solely for lawful live performances. The License is subject to your acceptance of this Agreement and your payment of the Content Rental Fee. The Content may include software, files, videos, images, films, and other digital media, along with related written materials or documentation files. All other rights not expressly granted to you are reserved by BMD. This License is conditioned upon the fulfillment of all obligations set forth herein, as well as all other BMD terms and conditions agreements. This includes the prompt payment of all fees when due.
2. Rental Term: The Rental Term of the License is determined in weekly increments. The initial Rental Term is 4 weeks, with the option for weekly extensions through BMD or its authorized resellers. During the Rental Term, the Content cannot be sold, transferred, given, or encumbered in any way without the expressed consent of BMD.
3. Content Rental Fee: You shall pay the Content Rental Fee for the time included in the Rental Term. Any changes in price, discounts, or promotional prices after the first date of the Rental Term, as advertised by BMD or its authorized Resellers, shall be considered separate from the Content Rental Fee.
4. Delivery: BMD shall deliver the Content to you via email or another appropriate method determined by BMD. You may install the Content on one computer during the Rental Term. Installation beyond the scope of the License, including additional copies for backup or archival purposes, is prohibited. This Agreement does not include any equipment required for viewing the Content.
5. Access: The Content may require activation using an Access Key or another authorization method determined by BMD. Failure to follow the activation procedure may result in the Content ceasing to function. Upon the expiration of the Rental Term, or failure to comply with the conditions herein, access to the Content will become null and void, and the functionality of the Content may be automatically revoked without notice. If you require usage beyond the Rental Term, you must make an advance reservation and pay the appropriate fees for an extension of the License.
6. Cancellation: BMD will process cancellations in accordance with its Cancellation Policy.
7. Support: BMD shall provide reasonable support for the Content during the Rental Term.
8. Modifications: You may not modify, adapt, translate, sublicense, rent, lease, loan, create derivative works from, reverse engineer, de-compile, disassemble, or attempt to discover the source material of the Content. Removing or obscuring BMD's copyright or trademark notices, as well as using the Content in any illegal or unauthorized manner, is prohibited.
9. Indemnification: You agree to indemnify BMD, its clients, and the authors/owners of the Play against any charges, costs, expenses, and liabilities incurred by BMD due to the making, production, shipping, operation, and/or use of the Content. You are required to obtain liability insurance with a minimum coverage amount of $1,000,000 and provide a copy of the insurance certificate naming "Broadway Media Distribution, Inc" as an "also-insured" party upon request.
10. Limited Warranty: BMD makes no warranty, expressed or implied, regarding the Content's merchantability or fitness for any purpose. The Content is provided "AS IS," and BMD, its suppliers, and affiliates do not offer any warranties or representations, except as mandated by applicable law.
11. Limitation of Liability: In no event shall BMD, its suppliers, or affiliates be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use or performance of the Content, even if advised of the possibility of such damages. BMD's total liability, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount you paid for the Content Rental Fee.
12. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the State of California. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.
13. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
14. Waiver: The failure of BMD to enforce any provision of this Agreement shall not be deemed a waiver of its right to enforce such provision or any other provision in the future.
15. Assignment: You may not assign or transfer any rights or obligations under this Agreement without the prior written consent of BMD. BMD may freely assign or transfer this Agreement or any rights or obligations under it without your consent.
16. Survival: The terms and conditions of this Agreement that, by their nature, should survive termination or expiration, including but not limited to Sections 8 (Modifications), 9 (Indemnification), 10 (Limited Warranty), 11 (Limitation of Liability), 12 (Governing Law and Jurisdiction), and 13 (Severability), shall survive the termination or expiration of this Agreement.
17. Copyright Violation, Conflict of Interest and Termination: The Recipient agrees and acknowledges that any violation of copyright provisions, any situation that constitutes a commercial conflict of interest with BMD, or any breach of the terms outlined in this Agreement may result in the immediate termination of the Agreement and License by BMD. A commercial conflict of interest is broadly defined to encompass any circumstance where the Recipient's commercial activities or affiliations could reasonably be perceived as conflicting with the interests of BMD. In such cases, BMD shall not be liable to the Recipient or any third party for any direct or indirect costs arising from such termination. In such cases, BMD shall not be liable to the Recipient or any third party for any direct or indirect costs arising from such termination related to this Paragraph 16.
18. Prohibited Recording and Distribution: This Agreement does not grant any rights to produce an audio or visual recording (rehearsal, performance, or otherwise) of the licensed products, the production, or any portion of it by any means whatsoever, including but not limited to tape, film, CD, DVD, or digital versions. The Recipient is not permitted to televise, broadcast, stream, make available for download, or otherwise post on the Internet or in social media or through any mobile device the Play or any portion of it without explicit permission by BMD.
19. Non-Replication of Creative Elements: The Recipient represents and warrants that the director and all members of its creative team have been or will be instructed of the license terms included herein. They shall not copy or replicate any of the creative elements, including but not limited to the designs, direction, choreography, logos, or artwork, from any Broadway, London, or touring productions or from any film versions of the Production, except for the explicit rights granted in the Content, which are non-exclusive and remain the copyright of their respective owners. The underlying rights to any design element are owned by third parties and are not granted as part of this License without explicit permission.
20. Professional License Fee: If the Recipient has licensed a professional tier of the Content (a "Professional License"), the Content is delivered in an unprotected format. As such, the Recipient agrees to pay BMD a separate Professional License Fee for limited use during the Rental Term (the "Professional License Fee").
21. License Expiration and Destruction: Upon expiration of the Rental Term, usage rights, and License to Content will become null and void. The Recipient must destroy all copies of the BMD Product in their possession. BMD may request proof of such removal, and if Recipient fails to supply proof within five (5) days; or is found to have made illegal copies of the Content; BMD reserves all Legal Remedies, as included hereunder.
22. Legal Remedies and Damages: BMD expressly reserves the right to pursue any and all available legal and equitable remedies for infringement, unlawful distribution, or unauthorized use. This includes instituting formal litigation proceedings against the Recipient. This Agreement is without prejudice to any other rights or remedies available to BMD. The Recipient acknowledges that any unlawful storage upon expiration of the Rental Term, or any replication or distribution of Content to any third party, constitutes immediate damages to the commercial purpose of BMD and the Content, and the commercial ability of BMD and its affiliates.
23. Ownership Billing and Prohibition on Alterations: Any printed program for the Play must include the ownership billing stating that the Content is provided through a special arrangement with Broadway Media ( If applicable, the program must also include the statement "Designs as included in the Original Broadway Production by DESIGNER NAME" or "Original Design by DESIGNER NAME."
24. Conclusion: By accepting this Agreement, you agree that this Agreement constitutes the entire agreement between you and BMD regarding the use of the Content. Any prior agreements, representations, or understandings, whether written or oral, are superseded by this Agreement. This License Agreement may be updated or amended by BMD at any time without prior notice. Any updates or amendments shall supersede all prior versions of this document, except for any versions in effect as of the date of the first performance of the production. If the first performance has occurred, the version of this document in effect at that date shall apply. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ITS TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE CONTENT. If you have any questions or concerns regarding this Agreement, please contact Broadway Media Distribution, Inc. for further clarification.