Kanopy Streaming Agreement
1. Changes. Kanopy reserves the right, in its sole discretion, to change these terms at any time. You will be notified of changes to the terms via a notation next to the link to the terms from the main page of the Site stating that the terms are new/modified and the date on which they were updated, and, for any purchases via the Site after such changes are posted, you agree to be bound by the modified terms.
2. Orders. By submitting an order via the Site, you offer to purchase the subscription to the Products you select and submit payment to Kanopy pursuant to this Agreement. Kanopy reserves the right to refuse service, reject orders, terminate accounts, remove or edit content, or cancel orders in its sole discretion. All Licenses to Products purchased hereunder are subject to this Agreement. If you need to change or cancel an order, please contact us at firstname.lastname@example.org or phone us at one of our offices [https://www.kanopystreaming.com/contact] within 48 hours of placing an order. The order form includes: (a) the “Products” described by title or package; (b) the “License Term”; (c) the price; (d) the “Territory” which is the geographical area in which the Products can be exhibited, if none is specified, the Territory is the United States, and (e) additional license information, and restrictions. The invoice delivered to you after placing the order form will include the “URL” from which you and the Authorized Users can access and exhibit the Products.
4. Delivery. We will process your order within 1 to 2 business days after receipt. Kanopy shall deliver the Products to the URL on a Site that is operated and managed by Kanopy and that will require authentication by the Institutions’ Authorized Users to access. Except where noted otherwise, the List Price displayed for products on the Site represents the full retail price listed of the Product. You agree to pay for any Products in accordance with these Terms by one of the methods described on the Site, e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly or indirectly, via a third-party online payment processor or by one of the payment methods described on the Site.
5. Refunds. Kanopy values its relationship with its customers. In the event you are not satisfied with your Kanopy purchase, you may request a refund of your purchase within 14 days of placing your order for any reason, for example if you make an error in ordering or subsequently deem that any video is inappropriate for viewing. Kanopy will process any requests once received and remit refunded funds within 30 days. We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
6. License. The Products are licensed not sold to you. Subject to the terms and conditions of this Agreement, for the License Term, Kanopy grants to you a nonexclusive, nontransferable, limited license, without right of sublicense, to access and exhibit the Product(s) on a streaming-only basis via the URL and through using the features made available through Kanopy’s search and retrieval software (which forms part of the Product) only in the Territory to the Authorized Users for the Authorized Use and in compliance with all applicable laws in the Territory (“License”). “Authorized Users” means your Institution’s currently enrolled students, employees, faculty, staff, affiliated researchers, distance learners, authorized attendees at educational classes hosted by the Institution, and visiting scholars authorized to view the Product(s) including by remote access through an authentication (proxy) server that guarantees access only by Authorized Users. “Authorized Use” means real-time viewing of a digital transmission.
7. Restrictions on Use. Kanopy reserves all rights not granted herein. You, Authorized Users and Institution shall not, and shall not permit any third party to: (a) copy, store, upload or download, or otherwise reproduce the Product(s) or the software or systems supporting the Products (collectively, the “Kanopy IP”); (b) use the license to access products for which a subscription has not been purchased; or (c) decompile or reverse engineer, reverse compile, disassemble, or access the source code for, stream capture, archive, broadcast, transmit, retransmit, circumvent content protections of, scrape, use any data mining, data gathering or extraction method on, modify or create a derivative work of, remove, obscure, or modify copyright notices for, sell, rent, lease, loan, market, distribute, commercially exploit, transfer, assign, or sublicense, recreate, display (except as permitted), perform, post, use, replicate, frame, mirror, disclose, publish, or translate the Kanopy IP, or any component thereof.
8. Ownership. All Product subscriptions purchased from Kanopy and other Kanopy IP is the property of Kanopy or has been licensed to Kanopy and is protected by international copyright and trademark laws. No right of ownership in Products or any other Kanopy IP is transferred to you under this Agreement.
9. Indemnification. YOU SHALL INDEMNIFY KANOPY FROM ALL CLAIMS, DAMAGES, LIABILITIES AND LOSSES (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) ARISING OUT OF ANY INACCURACY OR INCOMPLETENESS OF INFORMATION PROVIDED BY YOU HEREUNDER, BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, OR MISUSE OR BREACH OF ANY LICENSE BY OR VIA YOU, THE AUTHORIZED USERS OR THE INSTITUTION.
10. Termination. Each party may terminate this Agreement and License at any time with written notice to the other party, but Kanopy may only terminate if you breach the terms of this Agreement. On termination of this Agreement your License shall automatically end and Section 3, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive. Kanopy’s rights, including but not limited to all rights of remedy for your breach, shall survive the termination of this Agreement.
11. Disclaimer. KANOPY DISCLAIMS ALL WARRANTIES HEREUNDER, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, SATISFACTORY QUALITY, SECURITY, VIRUSES, DELAYS, AND ACCURACY.
12. LIMITATIONS OF LIABILITY. In no event shall Kanopy or its licensors be liable under or as a result of this Agreement to you, Institution, Authorized Users or any other third party for any indirect, special, incidental, punitive, consequential or exemplary damages (including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, loss of use, lost business or lost opportunity), or any other similar damages even if Kanopy has been informed of the possibility thereof. In no event shall Kanopy’s total, cumulative liability under or as a result of this Agreement exceed the amount of fees actually paid by you for the License prorated for the remainder of the License Term. The limitations of liability and exclusion of certain damages shall apply regardless of the theory of liability, contract, tort, strict liability or otherwise).
13. Miscellaneous. Kanopy will not be responsible for any delay or failure to perform resulting from any cause beyond Kanopy’s control. The laws of the State of Delaware govern this Agreement and, to the extent permitted by law the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware. You shall not assign any of your rights or obligations hereunder without the prior written consent of Kanopy. This Agreement shall inure to the benefit of the parties, their respective successors and permitted assigns. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements whether written or oral relating to the subject matter of this Agreement. No amendment or waiver of any provision of this Agreement shall be valid or binding unless agreed to in writing by the parties. If a term or condition of this Agreement is invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. If a negotiated version of this Agreement has or is agreed to by Institution separately, then such version shall supersede this electronic version(s) upon execution thereof. In this Agreement headings are for convenience only and do not effect interpretation. All notices shall be in writing and shall be delivered personally or mailed by registered or certified mail, first class, postage prepaid, to the parties hereto at their addresses specified herein, subject to the right of either party to change its address by written notice, and deemed delivered when received. You acknowledge that any breach of the License rights and restrictions herein cannot reasonably or adequately be compensated by damages in an action at law and that a breach or threatened breach of such provisions shall cause irreparable injury and damage. In addition to any other remedies, you agree Kanopy shall have the remedies of preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach of this Agreement.