Public Performance License Agreement

This Public Performance License Agreement (the “Agreement”) is entered into as of the date on which Licensee completes its purchase through Licensor’s authorized checkout process (the “Effective Date”), by and between Miley Family Trust, Phoenix, Arizona (“Licensor”), and the organization identified in the applicable order, invoice, or checkout record (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

1. Definitions. For purposes of this Agreement: (a) “Film” means the feature documentary presently entitled “I Was 8814,” solely in the final exhibition file(s) delivered by Licensor to Licensee, and excluding all trailers, clips, stills, scripts, underlying literary material, music, artwork, and other ancillary or underlying rights except to the limited extent expressly included in the Promotional Materials; (b) “Licensed Materials” means the Film together with the Promotional Materials provided by Licensor; (c) “Promotional Materials” means only the poster, trailer, electronic press kit, approved stills, and any substantially similar promotional assets that Licensor elects to provide to Licensee for use in connection with authorized screenings; (d) “License Term” means the period beginning on the Effective Date and continuing for one (1) year thereafter, unless earlier terminated in accordance with this Agreement; (e) “Authorized Location” means the single physical site, campus, venue, or street address designated by Licensee at checkout or otherwise approved in writing by Licensor; (f) “Authorized Audience” means Licensee’s employees, students, faculty, staff, members, donors, invited guests, program participants, and substantially similar internal or invited constituencies; (g) “Virtual Screening” means a scheduled, time-specific digital exhibition of the Film to an Authorized Audience using password-protected or comparably access-controlled technology, strictly on a non-downloadable, non-on-demand basis; and (h) “Order” means the purchase record, receipt, invoice, or checkout confirmation associated with Licensee’s acquisition of the public performance license.
2. Grant of License. Subject to Licensee’s timely payment of all applicable fees and strict compliance with this Agreement, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-assignable (except as expressly provided herein), non-sublicensable license during the License Term to: (i) publicly perform the Film an unlimited number of times at the Authorized Location for an Authorized Audience; (ii) conduct Virtual Screenings solely as expressly permitted under Section 5 below; and (iii) use the Promotional Materials solely to advertise and publicize authorized screenings of the Film. No other rights are granted, whether by implication, estoppel, exhaustion, course of dealing, or otherwise, and all rights not expressly granted are reserved by Licensor.
3. License Package; Delivery; Technical Format. As part of the licensed package, Licensor shall make available to Licensee a digital download of the Film in HD and/or 4K format, as determined by Licensor or the options presented at checkout, together with such Promotional Materials as Licensor elects to provide. Delivery shall be deemed completed when Licensor or its designee transmits download credentials, a download link, or comparable access instructions to Licensee. Licensor does not guarantee compatibility with Licensee’s projection, playback, streaming, network, security, or venue systems, and Licensee is solely responsible for confirming that its equipment and systems can securely receive and exhibit the Film in the format delivered.
4. Territory; Organizational Scope; Single-Location Limitation. This Agreement authorizes use only by the specific legal entity constituting Licensee, and only in connection with the Authorized Location. Unless Licensor expressly consents in writing, the license granted herein does not extend to any parent entity, subsidiary, affiliate, chapter, branch, department, campus, museum satellite, school district site, or other related person or location. Exhibition at more than one physical location, or by more than one legal entity, requires one or more additional licenses from Licensor.
5. Permitted Screenings; Conditions. (a) In-Person Screenings. Licensee may exhibit the Film in person at the Authorized Location an unlimited number of times during the License Term, provided that each exhibition is organized, controlled, and supervised by Licensee. (b) Virtual Screenings. Licensee may conduct Virtual Screenings only if all of the following conditions are satisfied: the screening is scheduled for a specific date and time; access is restricted by password, token, or similar access control reasonably designed to limit viewing to the Authorized Audience; the Film is not made available on a download, permanent-access, or video-on-demand basis; the Film is not hosted on a publicly accessible platform or link; screen recording, downloading, and sharing functions are disabled to the extent commercially reasonable; and Licensee uses commercially reasonable efforts to communicate to viewers that further copying, recording, transmission, or redistribution is prohibited. (c) Admission Fees. Licensee may charge admission, ticketing fees, suggested donations tied to admission, or any other monetary consideration in connection with a screening only with Licensor’s prior written consent in each instance or pursuant to a standing written approval expressly covering multiple screenings. Licensor may grant, condition, or withhold such consent in its sole discretion. (d) Ancillary Programming. Licensee may host post-screening discussions, educational programming, introductions, or substantially similar ancillary events in connection with authorized screenings, provided such activities do not imply that Licensor or the Film’s producers, subjects, or participants endorse Licensee or any third party.
6. Prohibited Uses. Licensee shall not, and shall not permit any third party to: (a) copy, duplicate, reproduce, rip, transcode, adapt, edit, dub, subtitle, excerpt, compress, alter, reformat, translate, synchronize, or otherwise modify the Film or any portion thereof, except for purely technical file handling strictly necessary to enable secure exhibition in the delivered format and not resulting in any new distributable copy; (b) upload, post, host, stream, webcast, simulcast, cablecast, broadcast, or otherwise transmit the Film except for Virtual Screenings expressly permitted herein; (c) distribute, lend, rent, lease, sell, sublicense, transfer, assign, grant access to, or otherwise make the Film or any access credentials available to any person other than Licensee personnel with a need to know for authorized screenings; (d) exhibit the Film after expiration or termination of the License Term; (e) use any clip, still, frame grab, dialogue, soundtrack element, or other portion of the Film separate and apart from an authorized screening, except as expressly included within the Promotional Materials and used as permitted hereunder; (f) use the Film or Promotional Materials in any defamatory, unlawful, misleading, pornographic, obscene, discriminatory, or otherwise derogatory manner; or (g) remove, obscure, or alter any copyright notice, trademark, credit, or proprietary legend embedded in or accompanying the Film or Promotional Materials.
7. Promotional Materials; Credits; Publicity. Licensee may use the Promotional Materials solely to market and publicize authorized screenings during the License Term. Licensee shall use the title of the Film accurately and shall not materially alter the Promotional Materials other than immaterial resizing, reformatting, or layout adjustments necessary for ordinary promotional use. Any synopsis, descriptive text, or copy created by Licensee must be accurate in all material respects and must not suggest that Licensor, the Film’s producers, subjects, participants, or any associated individuals or entities sponsor, endorse, or are otherwise affiliated with Licensee, its mission, or any third-party product, service, or cause, except to the limited extent such affiliation is expressly approved in writing by Licensor. Upon Licensor’s reasonable request, Licensee shall provide sample promotional uses for review.
8. File Security; Access Controls; Compliance. Licensee shall maintain commercially reasonable administrative, technical, and physical safeguards to protect the Film and any access credentials against unauthorized access, copying, recording, forwarding, downloading, disclosure, or distribution. Without limiting the foregoing, Licensee shall restrict access to the Film to those employees, contractors, or agents who require access for the sole purpose of carrying out authorized screenings and who are bound by confidentiality and use restrictions at least as protective as those set forth herein. Licensee is responsible for all acts and omissions of its employees, contractors, agents, volunteers, venue operators, and technology providers acting on its behalf. Licensee shall promptly notify Licensor of any actual or reasonably suspected unauthorized access, leak, infringement, or misuse involving the Film or Promotional Materials and shall cooperate in good faith with Licensor’s reasonable efforts to investigate, mitigate, and remediate the same.
9. Fees; Taxes; No Refunds. All license fees are due and payable at the time of purchase unless otherwise agreed in writing by Licensor. Except as may be expressly required by applicable law, all amounts paid are non-refundable, including without limitation where Licensee fails to use the license, experiences low attendance, encounters venue or technical issues, or elects to cancel a screening. Licensee is solely responsible for any taxes, duties, levies, or governmental charges arising from its purchase or use of the license, other than taxes based on Licensor’s net income.
10. Ownership; Reservation of Rights. As between the Parties, Licensor and its licensors retain all right, title, and interest, including all copyrights, neighboring rights, trademark rights, publicity rights, and all other intellectual property and proprietary rights, in and to the Film, the Promotional Materials, and all elements embodied therein. Licensee acquires no ownership or other proprietary interest by virtue of this Agreement or its receipt of the Film, and no first-sale, exhaustion, archival, or implied-use doctrine shall enlarge Licensee’s rights beyond those expressly granted herein.
11. Representations and Warranties. Licensor represents and warrants that it has the right to grant the limited license expressly set forth in this Agreement. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR SYSTEM INTEGRATION. Licensee represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the person accepting this Agreement on its behalf is duly authorized to bind Licensee; and (c) Licensee shall comply with all applicable laws, rules, regulations, venue requirements, and third-party platform terms in connection with its screenings and related activities.
12. Admission-Fee Requests; Reporting. Where Licensee wishes to charge admission or otherwise monetize a screening, Licensee shall submit a request to Licensor in advance identifying the proposed screening date, venue, intended audience, proposed ticket price or fee structure, and any material sponsor or partner involvement. Any consent granted by Licensor may be conditioned on additional terms, including without limitation box-office reporting, attendance reporting, branding requirements, charitable or educational framing, limits on sponsorship, or payment of additional fees. Unless Licensor expressly states otherwise in writing, approval of one admission-charging screening shall not constitute approval for any later screening.
13. Audit and Verification. During the License Term and for one (1) year thereafter, Licensor may, upon reasonable prior notice and during normal business hours, request written confirmation reasonably sufficient to verify Licensee’s compliance with the scope restrictions in this Agreement, including the Authorized Location, screening dates, and whether admission was charged. If Licensee conducted any screening for which Licensor gave written permission to charge admission and Licensor conditioned such permission on reporting, Licensee shall maintain reasonably complete records related to such screening(s) for at least one (1) year after the applicable screening date and shall furnish such records upon Licensor’s reasonable request. This Section is intended solely as a narrow compliance verification right and not as an open-ended operational audit.
14. Term; Suspension; Termination. This Agreement commences on the Effective Date and continues through the end of the License Term unless earlier suspended or terminated as provided herein. Licensor may suspend access to the Film or terminate this Agreement immediately upon written notice if Licensee breaches any material term of this Agreement, including without limitation any unauthorized distribution, public posting, unapproved admission-charging, multi-location use, or post-term exhibition. Where a breach is curable and does not involve unauthorized dissemination of the Film, Licensor may, in its discretion, allow Licensee a short opportunity to cure; however, Licensor shall have no obligation to provide any cure period where the breach by its nature threatens irreparable harm. Upon expiration, suspension, or termination, Licensee shall immediately cease all use of the Film and Promotional Materials, destroy or permanently delete all copies of the Film and any local or cached exhibition files in its possession or control, and, upon request, certify such deletion or destruction in writing.
15. Injunctive Relief; Remedies. Licensee acknowledges that any unauthorized use, disclosure, distribution, or exhibition of the Film may cause Licensor irreparable harm for which monetary damages alone would be inadequate. Accordingly, in the event of any actual or threatened breach of Sections 2, 4, 5, 6, 7, 8, 10, 12, 13, or 14, Licensor shall be entitled to seek temporary, preliminary, and permanent injunctive or other equitable relief, without the necessity of posting bond except to the extent such bond cannot lawfully be waived, in addition to any other rights and remedies available at law or in equity. All remedies are cumulative and not exclusive.
16. Indemnification. Licensee shall defend, indemnify, and hold harmless Licensor, and Licensor’s trustees, beneficiaries, officers, directors, managers, members, employees, agents, representatives, successors, and assigns, from and against any and all third-party claims, actions, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable outside attorneys’ fees and costs) arising out of or relating to: (a) Licensee’s screenings, events, publicity, sponsorship arrangements, venue operations, or online exhibition technology; (b) Licensee’s breach of this Agreement; (c) Licensee’s negligence, willful misconduct, or violation of law; or (d) any allegation that Licensee’s materials, statements, or conduct in connection with a screening were false, misleading, defamatory, infringing, or unlawful. Licensor shall promptly notify Licensee of any such claim for which it seeks indemnification, provided that any delay in notice shall not relieve Licensee except to the extent materially prejudiced thereby.
17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED MATERIALS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY LICENSEE FOR THE APPLICABLE LICENSE.
18. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) upon confirmed electronic transmission by email, provided that no bounce-back or delivery-failure notice is received. Notices to Licensee may be sent to the email address and mailing address provided in the applicable Order. Notices to Licensor shall be sent to the contact information designated by Licensor in the checkout materials, confirmation email, or on Licensor’s website, as such information may be updated from time to time by written notice. Requests for approval to charge admission should be directed to the contact designated by Licensor for licensing approvals.
19. Force Majeure. Neither Party shall be liable to the other for delay or failure to perform any obligation under this Agreement, other than payment obligations, to the extent caused by events beyond the reasonable control of the affected Party, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, governmental orders, utility failures, internet or telecommunications failures, or platform outages; provided that the affected Party uses commercially reasonable efforts to mitigate the effects of such event. For the avoidance of doubt, Force Majeure shall not expand the scope of the license or excuse compliance with the use restrictions herein.
20. Assignment; Delegation. Licensee may not assign, delegate, transfer, or otherwise convey this Agreement or any of its rights or obligations hereunder, whether by operation of law, merger, change of control, asset sale, or otherwise, without Licensor’s prior written consent, and any purported assignment in violation of the foregoing shall be null and void. Licensor may assign this Agreement to any successor in interest to the Film or the licensing rights hereunder.
21. Independent Parties; No Partnership. The Parties are independent contracting parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, employment, franchise, or other similar relationship between the Parties. Licensee has no authority to make any representation, warranty, or commitment on behalf of Licensor.
22. Miscellaneous. This Agreement, together with the applicable Order and any written approvals issued by Licensor pursuant hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral and written communications concerning such subject matter. In the event of a conflict between this Agreement and any purchase order, click-through term, venue form, or other document issued by Licensee, this Agreement shall control unless Licensor expressly agrees otherwise in a writing signed by Licensor. No amendment, waiver, or modification of this Agreement shall be effective unless in writing and signed by Licensor; provided, however, that Licensor may issue written approvals contemplated by this Agreement via email. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to render it enforceable consistent with the Parties’ intent. Headings are for convenience only and shall not affect interpretation. This Agreement may be accepted electronically, and such electronic acceptance shall be binding and enforceable to the fullest extent permitted by law.
23. Acceptance. By checking the acceptance box, clicking to purchase, submitting payment, downloading the Film, or otherwise exercising any rights under this Agreement, Licensee acknowledges that it has read and understood this Agreement and agrees to be legally bound by its terms.