Purpose. Motion Picture Licensing Company Limited (“MPLC”) grants licensee (“Licensee”) a non-exclusive licence (“Licence”) to publicly perform copyrighted “Works” defined below, under the Terms and Conditions specified in this Licence Agreement (“Agreement”).
Law. MPLC warrants and represents that it has secured the appropriate rights, under the Copyright, Designs and Patents Act 1988 Chapter 48 Part I Chapter II, to grant this Licence.
Term. “Term” shall mean the screening dates listed on the Single Title Licence Booking Application Form (“Application”).
Commercial and Non-commercial Screenings. The public performances authorised by this Agreement (“Screenings”) shall take place at the premises identified in the Application or as Licensee otherwise notifies, and shall be via any means including but not limited to DVD, streaming, download or broadcast. The primary purpose of such performances is to entertain and/or educate authorised viewers. For non-commercial events, no admission is charged (annual membership dues are not considered admission) and the Screenings are limited to Licensee’s members. For commercial events, admission is charged, and the Screenings are open to members as well as non-members. Within ten (10) days following the conclusion of each Commercial Screening, Licensee shall return a completed Returns Form to MPLC. Should Licensee not timely return a completed Returns Form, Licensee shall be required to pay a fee determined by MPLC in its sole discretion. The screenings cannot be used to endorse any goods or services. Works are defined as films and other audiovisual programmes to which MPLC has received the rights to license under the parameters set forth herein and excludes premium home theatre exhibitions.
Fee. The agreed licence fee for the Screenings is noted on the Invoice(s) sent to Licensee and is calculated pursuant to the Single Title Licence Price List, Application and Returns Form, if applicable. Payment is payable to MPLC.
The flat rate is payable on non-commercial events within ten (10) days from the Invoice date or before the screening, whichever is earlier.
The minimum rate for commercial events is payable within ten (10) days from the Invoice date or before the screening, whichever is earlier. Any additional percentage due from ticket sales will be payable within ten (10) days from the Invoice date.
Late payments will be subject to a charge of five percent (5%) of the licence fee per month.
If a planned Screening was cancelled, MPLC will need written confirmation of the cancellation in writing from Licensee within three (3) days following the conclusion of the cancelled event.
Upon three (3) days’ notice, MPLC or its authorised agent has a right to audit Licensee’s accounting books and all documentation related to the Screenings and Single Title Licence fees due to MPLC. The audit can consist of Licensee providing the necessary documents, or could consist of an auditor entering Licensee’s facilities and/or venues to review documentation related to the calculation of fees. If any under-reporting has been made, Licensee agrees to pay for the cost of the audit in addition to any penalty charges determined by MPLC.
Restrictions. The specific titles which may be publicly performed by Licensee under this Agreement are Works produced and/or distributed by MPLC-affiliated rightsholder companies only. MPLC represents that it or its rightsholders may not possess the appropriate rights to certain individual titles, or, due to the expiration of those rights during the term of this Agreement, MPLC may send Licensee at any time during the term of this Agreement, binding notices that certain titles cannot be or may no longer be publicly performed under this Agreement. Such notices shall be binding and effective upon Licensee when received.
Legally Obtained Works Only. Licensee may publicly perform only legally obtained Works covered by this Agreement. The responsibility for obtaining the Works is that of Licensee, and the costs of acquiring the Works are to be borne solely by Licensee and are separate and distinct from the agreed public performance licence fee. Screenings must include the copyright notices and credits. Screening rights apply to the motion picture or other programme only and do not include extra features on Works such as director commentaries.
No Other Rights. Licensee may not unlawfully duplicate, supplement (e.g., with live musical accompaniment), edit or otherwise modify the Works obtained for public performance purposes under this Agreement. Any and all rights not granted to Licensee in this Agreement are expressly reserved to MPLC and/or its rightsholders.
Separate Fees. Any separate fees which may be due to music publishers, or collection societies for music publishers, for the right to publicly perform the music contained in any of the Works covered by this Agreement are solely Licensee’s responsibility and are not the responsibility of MPLC.
Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that each party may (a) assign this Agreement in connection with a merger, consolidation or sale of its assets and business, and (b) provide the other party with notice of the assignment including contact information for the assignee.
Notice. Any notice provided for herein shall be given by email to the party to be notified as listed on the Application. Notices shall be deemed to have been delivered when actually received in readable form if received during business hours (local time at the place of receipt) or, if not, at the start of the first business day thereafter. Notices to MPLC shall be copied to legalnotices@mplc.com.
Termination. Either party may terminate this Agreement on account of any material breach by the other party of the Agreement. Additionally, Licensee may terminate this Agreement for convenience. In the event of termination, there shall be no refund of the licence fee. A waiver by MPLC or by Licensee of any specific breach by the other shall not constitute a waiver of any prior, continuing, or subsequent breach of the same, or any other provision of this Agreement.
CollectionFees. In the event MPLC incurs any costs or fees in connection with the collection of any amounts past due to MPLC hereunder, then Licensee shall be responsible for paying such amounts to MPLC upon demand, with interest at the rate of nine percent (9%) per annum calculated from date of demand.
Representations and Warranties. Each party represents and warrants that the information provided by it is true, correct, and complete in all respects. This Agreement constitutes a legal, valid, and binding obligation upon each party and is enforceable by its Terms and Conditions.
Integration; Choice ofLaw. The Single Title Licence Booking Form, Price List, Certificate, Returns Form and these Terms and Conditions contain the full and complete agreement between MPLC and Licensee. If any part of this Agreement shall be determined unenforceable, the remainder of this Agreement shall remain in full force and effect. The agreement shall be construed in accordance with the laws of England and Wales and the parties submit to the nonexclusive jurisdiction of the English Courts as regards to any claim or matter arising in relation to this Agreement.
