License Agreement

LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”), is made by and between GITELMAN & GOOD PUBLISHERS, LLC, an Illinois limited liability company (“Licensor”), and the amateur theater company, school or school district (“You”) accepting the terms and conditions of this Agreement. Licensor and You may be referred to herein individually as a “Party” and collectively as the “Parties”. By clicking “Agree” You are agreeing that You have read and understand these terms and agree that these terms apply if You utilize any of the playscripts (each a “Script” and collectively, “Scripts”) available on this website from time to time. The effective date of this Agreement is the date You click “Agree” (the “Effective Date”). By clicking “Agree” You further agree that You have the full legal authority to bind Your institution to these terms. If You do not have the legal authority to bind Your institution or do not agree to these terms, do not click “Agree.” 
In the event You purchase and download material on the website (https://www.gitelmangoodpublishers.com) (the “Website”) titled “Acting Working scenes for the classroom” (the “Acting Working Products”), then this Agreement Sections 1 and 2 are amended and replaced by the Addendum attached hereto and incorporated herein by reference.

 

Grant of License; Terms of Use.

1. Licensor’s Grant of License for Performance Scripts. Licensor has the licensed rights to the Scripts on this Website. Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-royalty bearing, non-sublicensable license to Use the purchased Scripts anywhere in the United States of America (the “Licensed Territory”) in connection with theatrical rehearsal and performance by secondary school students.  The term of this license to Use the Scripts is limited to eight (8) months from the Effective Date (the “License Period”).
“Use” of each Script includes the licensed right to take the following actions during the License Period: (i) distribute the Script copies to Your students or staff involved in the student performance; (ii) perform the Script in student rehearsals and public performances of the Script. The number of public performances are limited to the number of performances purchased from Licensor (i.e. the Performance Fees paid); (iii) modification of the Script for verisimilitude (e.g. to update out-of-date references) if the meaning is not altered; (v) record the performance of the Script; (iv) non-commercial distribution of the recorded performance to promote the performance; (vi) non-commercial and non-public distribution of the recorded performance to families of the students and other individuals in the community for memorabilia purposes. Licensor retains all right title and interest to each Script. Each Script is protected by copyright and/or other applicable law. Any use of the Script other than as authorized under this Agreement or copyright law is prohibited.

1.b Exclusions from License. You cannot, without prior written consent of Licensor: (i) materially modify the Script or Product or make modifications that change the meaning all or any portion of the Script; (ii) create a work based on any portion or all of the Script or Product, such as a translation, adaptation, derivative work, or incorporate the Script into a collection (each an “Adaptation”); (iii) sublicense the Script or Product; (iv) distribute the Script or Product to any third-party except to students or staff involved in the student performance; or (v) distort, mutilate, modify or take other derogatory action in relation to the Script or Product which would be prejudicial to the Licensor’s honor or reputation. 
The Addendum Section 1 replaces and supersedes this Section 1 for any purchased and downloaded Acting Workshop Products.

2. Script Fee; Performance Fee; Delivery for Performance Scripts. As consideration for Your Use of a Script, You agree to pay to Licensor a one-time license fee with the price listed on the Website (the “Script Fee”). The Script Fee may vary by Script since it is based on the size of the cast, but once paid you are allowed unlimited downloads of the Script. As additional consideration for Your Use of the Script, you agree to pay Licensor a performance fee of Sixty-Five Dollars ($65.00) per performance (the “Performance Fee”). You can publicly perform the Script only up to the number of performances purchased. 
The Addendum Section 2 replaces and supersedes this Section 2 for any purchased and downloaded Acting Workshop Products.

3. Promotion and Representation for Performance Scripts. The program and all promotional materials for the Script (including posters and flyers but excluding wearable materials such as t-shirts and buttons) must include the following information: (i) the full name of the play or musical as it appears on the title page of the Script; (ii) the full name of the playwright(s), which must be at least half the size of the title; and (iii) “Produced by special arrangement with Gitelman & Good Publishers, Chicago”.

4. Enforcement of Licensor’s Intellectual Property.  No right is granted to You to bring any action or make any demand, in Your own name, or in the name of Licensor, for infringement of a Script or any Acting Workshop Products, or any portion thereof against any third party.  You shall promptly provide written notice to Licensor upon Your discovery of any potential third-party infringement of a Script or any Acting Workshop Products or any portion thereof, and You shall cooperate with Licensor, upon Licensor’s reasonable request, with enforcement of Licensor’s right in and to a Script or any Acting Workshop Products against potential infringers.  Licensor reserves the right in its sole and exclusive discretion to decide what actions to take in the event that either You or Licensor identifies an infringement of a Script or any Acting Workshop Products.  Licensor will be under no obligation to assert its rights in and to a Script or any Acting Workshop Products against any alleged infringer.  You agree that You shall not initiate any action against alleged infringers and shall not be entitled to recover damages for infringement from infringers.

5. Licensor’s Representations and Warranties.  Licensor represents, warrants and covenants to Licensor’s actual knowledge to You as follows: (i) Licensor has full power and authority to enter into this Agreement and perform its obligations herein; (ii) Licensor’s execution, delivery and performance of this Agreement will not violate the provisions of any other agreement to which Licensor is a party; (iii) Licensor has not granted a third party the exclusive right to use any of the Scripts; and, (iv) Licensor has licensed rights to publish and license the Scripts and Acting Workshop Products on the Website.

6. Your Representations and Warranties.  By clicking “Agree,” You represent, warrant and covenant to Licensor as follows: (i) You have full power and authority to enter into this Agreement and perform its obligations herein; and (ii) Your agreement to the terms of this Agreement will not violate the provisions of any other agreement to which You are a party; and (iii) You are an employee or agent of a secondary school.

7. Term for Performance Scripts. This Agreement, and the licenses granted herein, shall be effective as of the Effective Date and terminates eight (8) months from the Effective Date.

8. Amendments and Waiver. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and signed, in the case of an amendment, by an authorized representative of each party, or in the case of a waiver, by the party against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9. Severability. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but if any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10. Assignment; Successors and Assigns.  This Agreement and the rights, obligations and duties hereunder may not be assigned without the prior written consent of the other party to this Agreement.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

11. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any third party, other than the parties hereto and their respective successors and assigns as permitted by herein, any right, remedy or claim under or by reason of this Agreement.

12. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Illinois, without regard to its conflict of law provisions. The parties hereby agree that the exclusive jurisdiction for any dispute arising out of this Agreement shall be in the state or federal courts located in Chicago, Illinois, in the United States of America. The parties hereby waive their right to any claim of inconvenient forum if filed under this Section 12. 

13. Costs and Expenses. Each of the parties shall be solely responsible for their respective costs and expenses, including reasonable attorney’s fees. In the event either party commences legal proceeding against the other party pursuant to any right to do so under this Agreement, then the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys’ fees and costs incurred in connection with such enforcement. 

14. Jury Waiver. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

15. Disclaimer of Warranties; Liability Limitation. LICENSOR MAKES NO REPRESENTATION AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY YOU, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IF LICENSOR BECOMES LIABLE FOR THE PAYMENT TO YOU OF ANY AMOUNT OF DAMAGES HEREUNDER, THE MAXIMUM AMOUNT OF LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF SCRIPT FEE OR PERFORMANCE FEES (AND/OR ACTING WORKSHOP FEE, IF APPLICABLE) YOU HAVE THEN PAID TO LICENSOR. 

16. Entire Agreement.  This Agreement supersedes all prior agreements whether oral or written between the parties with respect to its subject matter and, together with its exhibits hereto, which are incorporated herein and made a part hereof by this reference, constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter contained herein.  This Agreement may not be amended except by a written agreement executed by the parties.
17. Survival. Each term, provision, representation, and warranty contained in this Agreement that by its sense and/or context is intended to survive the performance hereof by either or both parties shall so survive the completion of performance and termination of this Agreement, including, without limitation, use, limitations of liability and the making of any and all payments due hereunder.

18. Indemnification and Hold Harmless. You shall indemnify and hold harmless Licensor and its officers, directors, managers, employees and agents (collectively referred to as “Licensor’s Indemnitees”) and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities (collectively referred to as “Liabilities”) by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) Your use or performance of the Script; (ii) the failure of You, or Your successors or assigns, to comply with any of the paragraphs herein or to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement or the use of the Script  or any Acting Workshop Products; (iii) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related directly or indirectly, to Your use of the Script or any Acting Workshop Products; or (iv) any and all claims, liens and/or suits for labor and materials furnished or utilized in the performance of this Agreement. In the event of a claim or demand of any third party that a Script or any Acting Workshop Products, or any portion thereof, or its performance violates or infringes upon its or their intellectual property or other rights thereto, Licensor’s sole and exclusive obligations are to (y) secure, at no cost to You, the licensed rights for You to continue to use the Script or any Acting Workshop Products, or portions thereof; or (z) modify the Script, any Acting Workshop Products, or portions thereof, to make it non-infringing. 

19. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if (a) personally delivered; (b) mailed, postage prepaid, by certified mail return receipt request; or (c) sent by overnight carrier to the You at the addresses You provide as you registered for the Script(s) or Acting Workshop Products on the Website; and if to Licensor, legal@gitelmangoodpublishers.com

 

 
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ACTING WORKSHOP PRODUCTS
ADDENDUM

1. Licensor’s Grant of License for Acting Workshop Products. Licensor has the licensed rights to the Acting Workshop Products available on the Website. Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-royalty bearing, non-sublicensable license to Use the purchased Acting Workshop Products anywhere in the Licensed Territory for educational purposes only, within a classroom or educational setting. There is no License Period as it pertains to the Acting Workshop Products, provided that You are not in violation of the terms and conditions of this Agreement.
“Use” of each of the Acting Workshop Products includes the licensed right to take the following actions during the License Period: the authorized reproduction, distribution, and performance of scene materials exclusively within an educational context. This includes in-class rehearsals, workshops, and other instructional activities aimed at teaching acting techniques and scene study. 
"Use" does not extend to public performances, commercial presentations, or any activity outside the scope of educational instruction. Any reproduction or sharing of the Acting Workshop Products materials is limited to the number of students and educators within the licensed institution, and digital distribution is permitted only through secure, institution-approved channels. Unauthorized distribution, public performance, or commercialization of Acting Workshop Products materials is strictly prohibited.
Acting Workshop Products materials may not be recorded or distributed in any format (audio, video, or digital) without written permission. You cannot, without prior written consent of Licensor: (i) create a work based on any portion or all of the Acting Workshop Products, such as a translation, adaptation, derivative work, or incorporate the Acting Workshop Products into a collection; (ii) sublicense the Acting Workshop Products; (iii) distribute the Acting Workshop Products to any third-party except to students or staff involved in the student performance; or (iv) distort, mutilate, modify or take other derogatory action in relation to the Acting Workshop Products which would be prejudicial to the Licensor’s honor or reputation.

2. Fee for the Acting Workshop Products. As consideration for Your Use of any of the Acting Workshop Products, You agree to pay to Licensor a one-time license fee with the price listed on the Website (the “Acting Workshop Fee”).