Licensing Terms & Conditions

PARK CIRCUS OUTBOUND LICENCE TERMS AND CONDITIONS

THEATRICAL AND NON-THEATRICAL EXHIBITION LICENCES

Every screening before an audience, of whatever size or nature, must be properly licensed. Failure to obtain such a licence is a breach of copyright laws and could lead to a prosecution for infringement. Please refer to the below terms and conditions for more information. These terms and conditions (as amended from time to time) (“Terms and Conditions”), set forth the standard terms and conditions pursuant to which we may license to you certain rights in the audio-visual content delivered to you by us comprising certain film(s) and/or television programmes (“Picture(s)”). The principal commercial terms that apply to our license to you of the Picture(s) and related material will be set forth in a separate licensing summary document and/or licensing summary email (each, a “Deal Memo”), which will incorporate these Terms and Conditions. The terms “we”, “us” and “our” means, individually and as specified in each of the relevant Deal Memos or invoices sent to you, one of the following entities: (i) Park Circus Limited, a company registered in Scotland with the company number SC245758 and with its registered office at 15 Woodside Crescent, Glasgow, G3 7UL; (ii) Park Circus Inc., a Delaware Corporation, headquartered at 2060-D E. Ave De Los Arboles #369, Thousand Oaks, CA 91362, United States of America; or (iii) Park Circus Films SARL, a company registered in France with its registered office at 18 rue Gambetta, 95880 Enghien-Les-Bains, and “you” and “your” means the legal person who is the recipient of the Picture(s) pursuant to these Terms and Conditions and, where applicable, who is more fully defined in the applicable Deal Memo or corresponding invoice, as the licensee (“Licensee”). Where available, each Deal Memo must be read in conjunction with these Terms and Conditions, and together constitute a separate, standalone agreement between the parties (the “Agreement”). Where no Deal Memo is provided to you, the references to Deal Memo in these Terms and Conditions, shall be deemed to include all written communications from us to you containing the same terms that would otherwise appear in a Deal Memo. In the event of conflict between a Deal Memo, and these Terms and Conditions, then the Deal Memo will prevail.

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Licence

1.1. Subject to and conditional upon Licensee’s advance payment (where applicable) of the licence fee stipulated for the Picture(s) in the Deal Memo (“Licence Fee”) and of the relevant Materials Fee, further subject to compliance with this Agreement, we grant you the non-exclusive, non-transferable, personal and revocable Theatrical Rights and/or Non-Theatrical Rights (as defined below and as specified in your Deal Memo) to exhibit the Picture(s) at the authorised screening venue(s) (“Premises”) during the Licence Period up to the Maximum Number of Performances and Maximum Number of Exhibition Days specified in the Deal Memo.

1.1.1. “Theatrical Rights” means the right to exhibit the Picture(s) by direct linear projection (regardless of the means of delivery) in venues engaged in the business of exhibiting films on a scheduled basis and licensed as such (including walk-in theatres, drive-in theatres, outdoor theatres and film festivals) which are open to the general public; and

1.1.2. “Non-Theatrical Rights” means the right to exhibit the Picture(s) by direct linear projection before an audience at facilities or organisations not primarily engaged in the business of exhibiting films to the public. Non-Theatrical Rights excludes Airline Rights, Ship Rights, Hotel Rights.

1.2. All other rights not expressly granted to you in relation to the Picture(s) pursuant to the Agreement are reserved to us and our third party licensors (“Rights Holders”). You must not exhibit the Picture(s) other than as expressly licensed under clause 1.1. Nothing in this Agreement transfers intellectual property rights.

1.3. You shall be responsible for obtaining and paying for any licences required in relation to exhibition of the Picture(s) in the venue including, without limitation, local government licences and licences from collecting societies such as PRS for Music or its equivalent in other jurisdictions.

1.4. Unless otherwise agreed in writing, the Picture(s) shall not form part of a programme where other film(s) and/or television programmes are being exhibited including, without limitation, as part of a double bill.

1.5. You should be aware that the Picture(s) may be separately licensed for exhibition on television or other distribution including, without limitation, DVD or Blu-ray, and digital distribution during the period you are entitled to exploit the Picture(s).

1.6. You must not make, or authorise any others to make, any modifications, deletions, cuts, alterations or additions in or to any of the materials (as defined below in clauses 2 through 6, together the “Materials”) without our prior written consent. You must not delete the copyright notice, branding, bumpers or credits from the Picture(s) or the Materials. You may only exhibit the Picture(s) in their entirety with original continuity of subject in linear form, and you must exhibit all the copyright statements and all the credits in the Picture(s).

2. Materials: Delivery and Collection Costs

2.1. All costs of delivery and/or collection, courier, shipping, handling, bank or wire transfer charges and/or duplication of Prints (whether Collection, Park Circus Delivery, Return, Park Circus Collection) and/or digital file copies (whether delivered on hard drives or via electronic network delivery) and/or Blu-ray discs in respect of Picture(s) licensed under the Agreement, as applicable (together the “Materials Fee”), shall be borne by Licensee, unless otherwise agreed in writing in advance in the Deal Memo.

3. Materials: Print Delivery/Collection/Returns

3.1. Print Collection/Delivery: If it is agreed in the Deal Memo that you require a 35mm or 70mm print of a Picture, then upon written request from Licensee and at Licensee’s cost, we will make available such a print (the “Print”) for collection by you during normal business hours from the relevant storage facility for the Print or such other address as specified by us (“Collection”), save that, where specified by us in writing and at Licensee’s cost, we may deliver the Print directly to the Premises or an agreed address (typically this occurs where the Print is being moved from cinema to cinema without returning to the central storage point) (“Park Circus Delivery”).

3.2. Print Returns: No later than 5 calendar days following expiry of the Licence Period you will deliver the Print to the address you collected it from, or such other address in mainland United Kingdom specified by us, in each case during normal business hours (“Return”), save that where specified by us in writing, you will allow us, or our representatives, to collect the Print from the Premises during normal business hours (typically this occurs where the Print is being moved from cinema to cinema without returning to the central storage point) (“Park Circus Collection”).

3.3. You will be responsible for any loss of or damage to the Print (other than normal wear and tear) during the period between: i) Collection or Park Circus Delivery; and ii) Return or Park Circus Collection (the “Responsibility Period”). During the Responsibility Period: (a) you will store the Print safely and securely; and (b) you will not copy the Print, or allow the Print to be copied. You must take out adequate insurance against any loss or damage to the Print during the Responsibility Period and provide reasonable evidence of that insurance to us upon request.

3.4. You will report to us any loss of or damage (other than normal wear or tear) to the Print as soon as reasonably practicable after you become aware of the same. If a Print is lost or damaged during the Responsibility Period then we will invoice you for, and you must promptly pay, the cost to us of repair or producing a replacement (which we will determine in our reasonable sole discretion).

3.5. We do not routinely inspect Prints for damage. If the Print is damaged at the point of your receipt then you must let us know as soon as reasonably practicable. In that event, we will use reasonable commercial endeavours to get a replacement Print to you as soon as we can. If you do not report damage to a Print at the point of receipt, and the subsequent exhibitor reports damage to the Print at the point of their receipt, then the damage will be deemed to have been caused by you and you will be responsible for the cost of repair or replacement, unless you can provide satisfactory evidence to the contrary.

4. Materials: Digital File Delivery

4.1. If agreed in the Deal Memo that you require a digital file copy of a Picture from us then we will authorise our digital cinema lab to place a digital file copy of the Picture in the industry standard Digital Cinema Package (“DCP”) format onto a hard disk drive, and to subsequently deliver that hard disk drive to you or make it available for collection. Any hard disk drives are supplied on loan and are to be returned to the digital cinema lab within 5 days following expiry of the Licence Period. Alternatively, we may deliver a DCP via electronic delivery (including LANsat and Aspera delivery) or via any other industry standard method hereinafter developed. We will instruct that that copy is encoded with digital rights management information such that it can only be exhibited in accordance with the terms of this Agreement.

4.2. We will only accept responsibility for the payment of a Virtual Print Fee (“VPF”) (or similar) charge where we have expressly agreed to do so in writing in advance. Any other claims for VPF charges will be for your own account.

5. Materials: Blu-ray discs

5.1. If agreed in the Deal Memo that you may screen from a Blu-ray disc copy of a Picture, then it is your responsibility to source a copy of a legitimate and official Blu-ray disc coded for the relevant territory to screen from. Screening from DVD or videotape is strictly prohibited, unless otherwise agreed in writing.

6. Publicity Materials

6.1. We are under no obligation to provide or deliver any publicity materials unless specifically set out in the Deal Memo. If we do deliver any publicity or marketing materials to you, you may use the publicity materials we deliver to you (“Publicity Materials”) solely for the purpose of promoting your exhibition of the Picture(s) during the Licence Period, but not for any other purpose.

6.2. Following the Licence Period, you shall not sell, use or otherwise dispose of the Publicity Materials without our consent.

6.3. If the Publicity Materials include stills from the Picture (in whatever format) then you may reproduce these stills in press releases and adverts for your exhibition of the Picture during the Licence Period.

6.4. You may not remove any branding from the Publicity Materials or from any copies of such materials. You may not alter the Publicity Materials in any way. You must display all copyright statements and credits as specified in the Publicity Materials or as otherwise specified by us whenever you display or reproduce the Publicity Materials. You may not make an endorsement of any product or sponsorship relating to the Picture(s).

6.5. Any marketing assets created by Licensee must be provided by you to Park Circus for approval by the relevant Rights Holder. Neither Licensee’s nor external third party logos are permitted to be included on the Publicity Materials or any other marketing assets.

6.6. Legal title to all Publicity Materials, together with any materials in turn created by or on behalf of Licensee from such Publicity Materials (such Licensee Created Materials being subject always to Rights Holder approval (the “Licensee Created Materials”)) shall remain at all times the sole property of the Rights Holder, with all copyright arising in the same to be taken in the name of Rights Holder (or as Rights Holder shall otherwise direct), subject only to Licensee’s rights to use all such Licensee-created or other marketing materials in accordance with the Agreement, and to their return or destruction (as Park Circus and Rights Holder may reasonably direct) upon expiry of the same. Licensee shall not sell, assign, charge or mortgage all or any of such Licensee Created Materials or other marketing materials. Save as necessary for Licensee’s use of all such Licensee Created Materials or other marketing materials in accordance with the Agreement with Park Circus, Licensee shall not and shall not permit or authorise any third party to copy or duplicate any such Licensee Created Materials or other marketing materials, or to alter or make additions to the same, without the prior written consent of Park Circus and Rights Holder.

7. Financial Reporting: Box Office Returns and Variable Rate Licence Fees

7.1. In this Agreement, the “Total Box Office Income” means the total box office receipts in respect of the exhibitions of the Picture(s) licensed under the Agreement, less only locally applicable sales or value added tax (if applicable). Tickets for the exhibitions of the Picture(s) shall be sold at the standard ticket prices for the Premises whether in-person at the Premises' or online. Where complimentary tickets for such exhibitions are given then that shall be deemed to be a sale of a ticket at the Premises' most expensive ticket price and the Total Box Office Income shall be increased accordingly.

7.2. If the Licence Fee is agreed in the Deal Memo as a variable share of Total Box Office Income, then Licensee shall send via email an accurate and true statement of Total Box Office Income no later than 14 days after the end of the Licence Period (the “Box Office Return”) and a calculation of Park Circus share (“Park Circus Box Office Share”). If you do not supply a Box Office Return in timely fashion for the relevant screening(s), then the Total Box Office Income for the purposes of calculating the Park Circus Box Office Share will be deemed to be the Box Office figures supplied by Comscore (or local equivalent), or, where the Comscore figures (or equivalent) are not reasonably available to us, the Total Box Office Income shall be deemed to be an amount equal to 10 times the Minimum Guarantee (if applicable). In the event that there is no Minimum Guarantee agreed in the Deal Memo and you fail to provide a Box Office Return in timely fashion, we will issue an invoice and you will pay a deemed Park Circus Box Office Share of £500. The payment should be made within the timeframes as prescribed in clause 8, unless otherwise set out in the invoice.

7.3. If the Licence Fee is agreed in the Deal Memo as a variable share of Total Box Office Income and you fail to exhibit the Picture(s) (other than as a result of a Force Majeure Event, as defined below) then the Total Box Office Income for the purposes of calculating the Park Circus Box Office Share, will be deemed to be twice the Minimum Guarantee (if applicable). In the event that there is no Minimum Guarantee agreed in the relevant Deal Memo, and you fail to exhibit the Picture, we will issue an invoice and you will pay a deemed Park Circus Box Office Share of £500. The payment should be made within the timeframes as prescribed in clause 8, unless otherwise set out in the invoice.

7.4. You will maintain true and accurate records of all financial transactions regarding the Picture(s) using generally accepted accounting principles on a consistent, uniform and non-discriminatory basis until 3 years after the end of the Licence Period and during any period while a dispute about payments remains unresolved.

8. Payment Terms and Fixed Fee Licence Fees

8.1. In exchange for the licence granted in clause 1 you will pay to us the Licence Fee agreed in the Deal Memo and the applicable Materials Fee.

8.2. Where the Deal Memo specifies the Licence Fee as “Fixed Licence Fee (Payment in Advance)” then you have no rights under this Agreement, and we have no obligations under this Agreement, until we have received the fixed Licence Fee and the Materials Fee in full in cleared funds. Payment Terms are not later than 30 days from date of invoice. You are responsible for and must pay all bank and wire transfer charges in connection with the payment of the Licence Fee and Materials Fee.

8.3. Where the Deal Memo specifies the Licence Fee as a variable rate share of Total Box Office Income, following our receipt of your applicable Box Office Return, we will invoice you for the equivalent of the Park Circus Box Office Share (or the Minimum Guarantee, if applicable) plus any applicable Materials Fee. Payment terms are not later than 30 days from the date of our invoice, or if you do not send an applicable Box Office Return, then we will send an invoice per clause 7.2.

8.4. You must pay all invoices sent by us no later than 30 days from the date of the corresponding invoice. In the event that you fail to make payment in accordance with this clause, interest shall be payable on the sums due and shall accrue as below for each Park Circus entity:

8.4.1. Park Circus Limited: at 2% per annum above the then-current Bank of England base rate, on the invoiced amount, from the due date until payment is made (whether before or after judgment has been obtained);

8.4.2. Park Circus Inc.: at 2% per annum above the then-current US Federal Funds rate, on the invoiced amount, from the due date until payment is made (whether before or after judgment has been obtained); and

8.4.3. Park Circus Films SARL: Late penalties (annual rate) per French legal interest rate: 10.07% without discount. In addition, fixed recovery compensation: €40 (BOFiP 10-04-2012).

9. Tax

9.1. All sums set out in Deal Memo are expressed exclusive of United Kingdom Value Added Tax or equivalent sales taxes in other jurisdictions as applicable. We may invoice, and you shall pay, the Value Added Tax (or equivalent sales taxes as applicable) thereon at the rate and in the manner prescribed by law, from time to time.

9.2. We are not liable to pay withholding tax. If you require a residency certificate or further forms to be completed for this to be waived, please make us aware before your booking and before payment is made.

10. Warranties

10.1. Each party warrants and represents that it is free to enter into this Agreement and has full power and authority to enter into this Agreement.

10.2. Park Circus warranties: We warrant and represent to you that the relevant Rights Holders in the Picture(s) have authorised us to grant the non-exclusive licence set out in this Agreement.

10.3. Licensee warranties: You warrant and represent on a present and ongoing basis that you:

(a) will not, neither will you permit a third party to, use or exploit the Picture(s) or any rights in the Picture(s) and related material for any purpose other than as expressly permitted in this Agreement;

(b) have cleared (by way of obtaining a valid licence) and made payment of any royalties and other fees payable to collection societies or publishers in respect of your communication to the public of any musical compositions and lyrics in the Picture;

(c) will operate and use the Picture(s) and related Materials in accordance with all applicable laws and regulations; and

(d) will not use the Picture(s) or related Materials in a manner that is defamatory, libellous, or otherwise unlawful.

10.4. Except as expressly stated in these terms, all warranties, all conditions, and all intellectual property licences (whether implied by statute, common law or otherwise) are hereby excluded to the fullest extent permitted by law.

10.5. We make no representations or warranties, either express or implied, regarding the nature, quality, or appropriateness of the Picture(s) and any Materials delivered or provided by us to you. You acknowledge and accept that the Materials delivered are provided on an “as-is” basis. It is your sole responsibility to adhere to any and all content moderation and censorship rules and regulations applicable to your business. You shall indemnify, defend, and hold us, and the Right Holders, fully harmless from and against any claims, losses, liabilities, damages, costs, and expenses arising out of or related to any third party claims in connection with your content moderation and censorship obligations.

11. Limitation of liability

11.1. The parties do not exclude or limit liability for death or personal injury, fraudulent misrepresentation or any other liability that cannot be excluded by such applicable law.

11.2. Subject to clause 11.1, in no event shall we be liable to you, for any: i) loss of profits, loss of business, loss of revenue, loss of goodwill, loss of data or unrealised anticipated savings; and/or ii) indirect or consequential loss or damage, (in each case) to extent suffered or incurred under or in connection with the subject matter of this Agreement. Our total aggregate liability to you under or in relation to the subject matter of this Agreement is limited to two times the total of all sums paid by you to us under this Agreement.

12. Indemnification

12.1. You shall defend, indemnify and hold us and our Rights Holders harmless from all claims and all loss of profits, loss of business, depletion of goodwill and similar losses, costs, proceedings, damages and reasonable external expenses awarded against, or incurred or paid by, us as a result of any claim made against us relating to any default or breach of any of your covenants, obligations, representations and warranties hereunder or your use of the Picture(s) and related material in breach of this Agreement.

13. Force majeure

13.1. For the purposes of this clause, the expression “Force Majeure Event” shall mean any cause preventing or delaying the performance by a party to this Agreement of its obligations and which arises from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (without limitation):

(a) power failure, breakdown in equipment, failure of suppliers, telecommunications failures, computer viruses (or other similar disruptive computer coding) or internet down time; and

(b) strikes, lockouts, blockades, embargoes or industrial disputes by any labour not employed by the party affected.

13.2. Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever (including but not limited to any damages) whether directly or indirectly caused to or incurred by that other party by reason of any failure or delay in the performance of its obligations hereunder which is due to a Force Majeure Event.

14. Termination and suspension

14.1. You agree and acknowledge that our Rights Holders and/or the relevant copyright owners in the Picture(s) may in their sole discretion, reject you as an exhibitor of their Picture(s), for any reason whatsoever, including without limitation, if the Rights Holder or supplier deems you financially or otherwise unsuitable.

14.2. In the event that a Rights Holder or the relevant copyright owners in the Picture(s) exercises their right to exhibit the Picture(s), in the Territory, through its subsidiaries, licensees or joint ventures (“Rights Holder’s Exhibition Right”), then the Licence Period of this Agreement in respect of the applicable Picture shall be automatically suspended for the duration of the exercise of the Rights Holder’s Exhibition Right, as determined by the Rights Holder or supplier in its sole discretion (“Rights Holder Release Period”). Upon expiry of the Rights Holder Release Period, the Licence Period in respect of the relevant Picture will be extended for a period equivalent to the unexpired term of the Licence Period as at the start of the Rights Holder Release Period, unless an alternative period is agreed between the Rights Holder and us.

14.3. Without prejudice to our entitlement to receive the Licence Fee, where we believe that any underlying rights and authorisations granted to us in respect of the Picture(s) (or use of the Picture(s) or related materials) by a third party are not sufficient to enable you to use the Picture(s) to the full extent or for the full period permitted by this Agreement then we will notify you of, and you agree to promptly comply with, any applicable requirements, restrictions and limitations in a manner which does not cause us to breach our relationships (contractual or otherwise) with any such third party, and which may (if we so require) necessitate the cessation or modification of your exploitation of the Picture(s) or related material.

14.4. We may terminate or suspend this Agreement for any reason concerning the rights and authorisations granted to us by the Rights Holder or copyright owners of the Picture(s) upon written notice to you.

14.5. In addition to the foregoing, we may terminate this Agreement immediately upon written notice to you, if any of the below occur:

(a) you breach warranty or a material term of this Agreement;

(b) you file for bankruptcy or insolvency or cease to operate as a going concern; or

14.6. Upon termination of this Agreement for any reason:

(a) all rights granted to you under this Agreement shall immediately revert to us; and

(b) you shall immediately cease all use of the Picture(s), Publicity Material and any other related materials and shall immediately deliver to us all copies of the same in your possession or control. You shall be responsible for all costs incurred in connection with the return of the materials, including but not limited to shipping costs.

15. General

15.1. You may not disclose any of the licensing and pricing information contained in the Deal Memo. You agree that we may identify you as a customer of ours.

15.2. Nothing in this Agreement creates any relationship of partnership or agency between you and us. Neither party has any authority to bind or contract on behalf of the other party or any of the other party’s affiliates and must not hold itself out to any third party as having any such authority.

15.3. You may not assign your rights and/or obligations under this Agreement without our prior written consent (such consent not to be unreasonably withheld or delayed).

15.4. The Deal Memo and these terms constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties, and arrangements of any nature between the parties in relation to the subject matter of this Agreement.

15.5. No variation of the Agreement shall be effective unless made in writing and signed by you and us.

15.6. Except as expressly provided in this Agreement, no term of this Agreement is enforceable by any person who is not a party to it and nothing in this Agreement shall create or confer any rights or other benefits on or in favour of any person who is not a party to this Agreement whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.7. If a provision of this Agreement is held to be illegal, invalid or unenforceable under any enactment or rule of law in any jurisdiction, then such provision shall, to that extent, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

15.8. No failure or delay in exercising, any right or remedy in connection with this Agreement shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. A waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

15.9. This Agreement, its subject matter and formation shall be interpreted under and performed in accordance with and governed by English Law. All disputes or claims (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation shall be heard exclusively in the courts of England and Wales.