TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE CLICKING “I AGREE”. BY CLICKING “I AGREE”, YOU AGREE TO ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT, DO NOT CLICK “I AGREE” AND DO NOT ACCEPT THE ARCHIVE PROJECT’S SERVICES.

This License Agreement (“LICENSE”) is made between you (“LICENSEE”) and the Archive Project (“LICENSOR”). This AGREEMENT sets forth the terms and conditions of the use of the videos, clips, and all other media made available to you through the Archive Project (the “MEDIA”). Any and all MEDIA obtained through this LICENSE is in the public domain. For the purposes of this LICENSE, “LICENSEE” refers solely to the individual who clicks the “I AGREE” button prompt in the case of an individual agreement. In the case of a business or organizational license, LICENSEE shall refer solely to the business or organization being bound by this LICENSE and no other affiliates or assigns.

LICENSE GRANT

LICENSOR hereby grants LICENSEE a revocable, non-exclusive, non-transferable, limited right to download, edit, modify, use, and prepare derivative works from the MEDIA for use in accordance with the terms contained herein (“LICENSE”). The LICENSE does not include the right to offer the MEDIA (or a portion of the MEDIA) in an unaltered form for sale or use in any commercial fashion in competition with LICENSOR.

This LICENSE conveys no ownership interest in any patents, copyrights, trade secrets, or trademarks owned by LICENSOR. This LICENSE conveys no rights to any patents, copyrights, trade secrets of trademarks owned by LICENSOR. This LICENSE only provides the LICENSE access to the MEDIA that the LICENSOR has made available through the LICENSOR. Any copyright notices contained within the MEDIA must be reproduced in LICENSEE’s use of the MEDIA and may not be removed for any reason.

NON-ASSIGNMENT

LICENSEE agrees not to transfer or assign the MEDIA or rights obtained through this LICENSE to another party without the prior written consent of LICENSOR. If no such consent is obtained and the MEDIA or rights under this LICENSE is assigned, the LICENSEE shall be in breach of this LICENSE and transfer or assignment of the MEDIA or the LICENSE shall be considered void. Additionally, any third-party recipient of the MEDIA shall be considered an infringer of the LICENSOR’s intellectual property. In addition, any rights obtained by the LICENSEE under this LICENSE are immediately terminated.

COMPLIANCE WITH APPLICABLE LAWS

LICENSEE is responsible for compliance with all applicable laws to use of the MEDIA, including but not limited to copyright and other intellectual property law, privacy law, and contract law. LICENSOR gives no legal advice and should LICENSEE have any questions regarding lawful use of the MEDIA, LICENSEE should consult their own legal counsel. In the case of any violation of law by LICENSEE pertaining to the MEDIA, LICENSEE agrees to indemnify LICENSOR from all liability.

TITLE AND WARRANTIES

LICENSEE agrees that LICENSOR holds all right, title, and interest to all intellectual property rights contained within or surrounding the MEDIA to the extent permitted by the law. All rights not expressly granted herein are reserved by LICENSOR.

EXISTING RIGHTS OF THIRD PARTIES

LICENSOR provides no warranty as to the non-existence of any rights of third parties, including intellectual property rights. LICENSOR warrants that it has or shall take steps to ensure proper and functional use of LICENSOR’s website, subscription, and the MEDIA as to accommodate LICENSEE’s reasonable access to the MEDIA. However, LICESNOR does not warrant that online access to the MEDIA will always be uninterrupted or error-free. LICENSOR reserves the right to remove the MEDIA from access as to perform repairs to the MEDIA or website, ensure compliance with applicable laws when necessary, or for any other purpose permitted by law. THESE WARRANTIES ARE LIMITED AND THE ONLY WARRANTIES MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHT, TO THE FULL EXTENT PERMITTED BY LAW. IN THE CASE OF ANY UNAUTHORIZED USE OR MODIFICATIONS TO THE MEDIA, LICENSOR REVOKES ALL WARRANTIES CONTAINED HEREIN.

TERMINATION

This LICENSE shall expire at the termination of LICENSEE’s subscription to LICENSOR’s services. In the event of nonpayment of the subscription fee, billed monthly, this LICENSE shall expire seven (7) days after the due date of payment should no payment be given by LICENSEE to LICENSOR.

This LICENSE shall also be considered terminated upon dissolution of LICENSEE or death of LICENSEE, or violation of the LICENSE in any form, including but not limited to making unauthorized copies of the MEDIA or assignment or license as indicated above.

LIMITATION OF REMEDIES

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INACCURACIES CONTAINED IN THE MEDIA, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, INTELLECTUAL PROPERY INFRINGEMENT, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM LICENSEE’S USE OR INABILITY TO USE THE MEDIA (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY.IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE SUBSCRIPTION PRICE PAID BY YOU FOR THE SOFTWARE.

INDEMNIFICATION

LICENSEE agrees to defend, indemnify, and hold harmless LICENSOR from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from any third-party that result from or relate to LICENSEE’s use, reproduction, or distribution of the MEDIA or your breach of any representation, warranty, or obligation under this LICENSE.

FORCE MAJEURE

LICENSOR shall not be liable hereunder for any failure or delay in the performance of its obligations under this LICENSE if such failure or delay is on account of causes beyond its control, including but not limited to, labor disputes, civil commotion or unrest, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event LICENSOR shall be excepted from its obligations for the period of the delay and a reasonable times thereafter.

SEVERABILITY

In the event any provision of this LICENSE is found to be invalid, illegal, unconscionable or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

WAIVER

The failure or delay by LICENSOR to require performance of any provision of this LICENSE does not constitute a waiver. All waivers by LICENSOR must be provided in writing and signed by LICENSOR in each instance, and a waiver in one instance or in one respect does not constitute a waiver in any subsequent instance or another respect.

GOVERNING LAW

The laws of the District of Columbia shall govern the construction of this LICENSE, without regard to its conflict of laws provisions. LICENSEE agrees to be subject to personal jurisdiction in the District of Columbia for the purposes of enforcing the provisions of this Agreement. LICENSEE expressly disclaims the applicability of, and waives any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. In any action arising out of or relating to this Agreement, you agree to the exclusive jurisdiction of the federal and state courts located in the District of Columbia, United States. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in litigating or otherwise resolving such action. LICENSEE FURTHER AGREES, TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM OR RELATING TO THIS AGREEMENT.

ENTIRE AGREEMENT

This LICENSE shall be the complete and exclusive agreement between LICENSEE and LICENSOR, and supersedes all proposals or prior agreements, oral or written, and all other communications between LICENSEE and LICENSOR relating to the subject matter of the LICENSE. The LICENSE may only be modified by a written agreement signed by LICENSEE and LICENSOR.

ACKNOWLEDGEMENT

By downloading, installing, or using any part of the MEDIA provided by LICENSOR, you indicate that you have read this LICENSE, understand it, and agree to be bound by its terms and conditions.