USAGE LICENSE AGREEMENT
This License Agreement covers all Downloadable Digital Media ("Digital Media")
purchased and downloaded from
BlueFishTV.com. This agreement is between you, the party licensing the Digital
Media ("Licensee") and BlueFish TV ("Licensor"). Licensee's
use of the Digital Media as defined below constitutes your acceptance of the terms
of this Agreement.
Permitted Uses and Rights
Digital Media downloaded from
BlueFishTV.com include public performance licensing only, and may not be
used, in whole or in part, as radio, television, cable, print, or internet content
without the express written permission of BlueFish TV.
Licensee may not resell, giveaway, reproduce or redistribute in any way products
and/or services received from
Digital Media may not be shared with or have ownership transferred to any third
party outside licensee's local organization, regardless of affiliation.
Digital Media may not be used, in whole or in part, as radio, television, cable,
print, or internet content without the express written permission of Licensor.
Licensee agrees to indemnify and hold BlueFish TV harmless against all claims arising
out of any breach of this Agreement.
Licensor warrants the Digital Media to be free from defects in material and workmanship
for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing
warranty is the replacement of the Digital Media.
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE DIGITAL MEDIA,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER
PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL
OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING
OUT OF LICENSEE'S USE OF THE DIGITAL MEDIA, THIS AGREEMENT, ANY INVOICE REGARDING
THE DIGITAL MEDIA OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, COSTS OR LOSSES.
Termination and Revocation
The license contained in this Agreement will terminate automatically without notice
from Licensor if Licensee fails to comply with any provision of this Agreement.
Upon termination, Licensee must immediately (i) stop using the Digital Media, (ii)
destroy or, upon the request of Licensor, return the Digital Media to Licensor (in
the case of analogue materials), and (iii) delete or remove the Digital Media from
Licensee's premises, computer systems and storage (electronic or physical).
Licensor reserves the right to revoke the license to use the Digital Media for good
cause and elect to replace such Digital Media with alternative Digital Media. Upon
notice of any revocation of a license for any particular Digital Media, Licensee
shall immediately cease using such Digital Media and shall ensure that its clients
and customers do likewise.
If one or more of the provisions contained in the Agreement is found to be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions shall not be affected. Such provisions shall be reformed
only to the extent to make it enforceable.
Choice of Law
This Agreement will be governed in all respects by the laws of the State of Texas,
U.S.A., without reference to its laws relating to conflicts of law. Any disputes
arising from this Agreement or its enforceability shall be settled by binding arbitration
to be held in Dallas, Texas. The United Nations Convention on Contracts for the
International Sale of Goods does not govern this Agreement.
Notwithstanding the foregoing, Licensor shall have the right to commence and prosecute
any legal or equitable action or proceeding before any court of competent jurisdiction
to obtain injunctive or other relief against Licensee in the event that, in the
opinion of Licensor, such action is necessary or desirable.
No action of Licensor, other than express written waiver, may be construed as a
waiver of any provision of this Agreement.
This contract contains all the terms of the license agreement and no terms or conditions
may be added or deleted unless made in writing and signed by an authorized representative
of both parties.