TWO-YEAR EDUCATIONAL DIGITAL LICENCE AGREEMENT
This agreement is between Learn Locker Inc., doing business as Magic Lantern Media (“Licensor”), and the school, library, college, university, organization or other institution identified in the order (“Licensee”).
By accepting this agreement and completing the purchase, the Licensee confirms that it has authority to enter into this agreement.
1. Licensed Materials
“Licensed Materials” means the film or program identified in the order, together with any teacher guides, lesson plans, transcripts, closed-caption files and other supplemental resources supplied with that program.
The title, format, price, Licensee information and date of purchase recorded in the order form part of this agreement.
2. Licence Term and Territory
The licence begins when payment is confirmed and continues for two years. It expires automatically on the second anniversary of the payment-confirmation date unless renewed in writing.
The licensed territory is the country shown in the Licensee’s billing address.
3. Rights Granted
Subject to payment of all applicable fees and compliance with this agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable and non-sublicensable right during the licence term to:
a. use and exhibit the licensed program for non-commercial educational purposes within the Licensee’s institution;
b. show the program to the Licensee’s students, teachers, staff, library patrons or other authorized institutional users;
c. store a supplied digital file on a secure internal server, password-protected learning-management system or other controlled system accessible only to authorized users of the licensed institution;
d. make one reasonable backup copy solely to protect against loss or damage; and
e. reproduce and distribute supplemental resources internally to authorized teachers, staff and students solely in connection with the licensed program.
Public-performance rights granted under this agreement are limited to non-commercial educational use by the Licensee. No ownership or copyright interest is transferred.
4. Restrictions
Unless the Licensor gives prior written permission, the Licensee must not:
a. sell, rent, lend, sublicense, transfer or distribute the Licensed Materials to another institution or third party;
b. make the program available on a publicly accessible website, public video platform, open network or other system accessible outside the Licensee’s authorized users;
c. broadcast, cablecast or otherwise transmit the program to the general public;
d. charge admission or use the program for a commercial or revenue-generating exhibition;
e. create a shared distribution library for use by unlicensed institutions;
f. edit, cut, splice, alter, translate or create derivative works from the program;
g. remove or obscure copyright notices, credits, trademarks or other ownership information; or
h. use the Licensed Materials beyond the rights, territory or licence term stated in this agreement.
Reasonable technical conversion needed to place the program on the Licensee’s secure internal system is permitted, provided the content is not altered. Supplied caption and transcript files may be used for accessibility in connection with the licensed program.
5. Security and Authorized Access
The Licensee is responsible for keeping digital files, resource links and account credentials secure. Access must be limited to authorized users associated with the licensed institution.
The Licensee must take reasonable measures to prevent unauthorized copying, downloading, sharing or distribution and must promptly notify the Licensor if unauthorized use becomes known.
6. Supplemental Resources
Supplemental resources are included only where indicated for the licensed title. They may include teacher guides, lesson plans, transcripts, caption files or related educational materials.
These resources are licensed, not sold. They may be used and copied only within the Licensee’s institution, only for educational use connected with the licensed program, and only during the licence term.
7. Delivery and Technical Problems
The film itself may be delivered separately by the Licensor. Supplemental resources, when available, may be provided through a secure customer-access page.
The Licensee must report a materially defective or inaccessible file within 60 days after delivery. The Licensor’s obligation will be limited to supplying a reasonable replacement or alternate delivery method.
8. Fees and Taxes
The Licensee agrees to pay the price shown in the order together with any applicable taxes. Failure to complete payment does not create any licence rights.
9. Ownership
The Licensed Materials remain the property of the Licensor or the applicable copyright owner. They are protected by Canadian and international copyright and intellectual-property laws.
Nothing in this agreement grants the Licensee rights beyond those expressly stated.
10. Expiry and Deletion
When the licence expires or is terminated, the Licensee must stop using the Licensed Materials and delete or destroy all copies in its possession or control, including copies stored on servers, learning-management systems, computers, portable media and backup systems where reasonably possible.
Any customer-access or supplemental-resource links may be disabled when the licence expires.
11. Default and Termination
If either party materially breaches this agreement, the other party may give written notice describing the breach. If the breach can be corrected but is not corrected within 30 days after notice, the non-defaulting party may terminate the agreement.
The Licensor may suspend access immediately where reasonably necessary to prevent unauthorized distribution, infringement or misuse.
If the Licensor withdraws a program for reasons unrelated to a breach by the Licensee, the Licensor may provide a replacement, extend comparable access or refund the portion of the licence fee attributable to the unused licence term.
12. Disclaimer and Limitation of Liability
Except for rights that cannot legally be excluded, the Licensed Materials are provided as supplied by their producers and copyright owners.
Neither party will be liable to the other for indirect, incidental, special or consequential damages, including loss of revenue or data, arising from this agreement. Nothing in this section limits liability for copyright infringement, unauthorized distribution, fraud or wilful misconduct.
13. Assignment
The Licensee may not assign, transfer or sublicense this agreement without the Licensor’s prior written consent.
14. Events Beyond Reasonable Control
Neither party will be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, labour disruptions, failures of communications systems
