Welcome to the Entertainment ID Registry Association (“EIDR”) Data Subscription Service on The AWS Data Exchange (the “Service”). This Agreement contains the terms and conditions that govern your access to and use of EIDR Licensed Content (the “Licensed Content”) through the AWS Data Exchange (the “Service”). This Agreement incorporates these terms and conditions as amended from time to time, and any terms and conditions required to access the Service as provided to you by EIDR.

1. EIDR Licensed Content.

a. Limited Content License. During the Term, we grant you a limited, nonexclusive, nontransferable, nonsublicensable, license to use the Licensed Content for internal analysis and/or in customer facing applications, sites, and services subject to the terms of this Agreement. You may not alter or create derivative works from the content in any customer facing uses of the Licensed Content.

b. Content Removal. If we reasonably believe that a particular item or set of the Licensed Content poses a risk (e.g., a third party alleges a violation of their rights with respect to a particular item of the Licensed Content), then upon notice from us, you will remove any item or set of the Licensed Content that we identify to you (“Identified Content”) within 24 hours of our sending you the notice. Upon your removal of the Identified Content, your license to the Identified Content will expire.

c. Content Attribution. For any public display of the Licensed Content, you will display the EIDR logo with the lead-in text “Powered by [EIDR logo]” on Your Content Use in close proximity to wherever you display the Licensed Content each time you display the Licensed Content and in at least the same-sized font used to display the Licensed Content. Additionally, to the extent applicable to Your Content Use, if Your Content Use is in a media that is capable of hyper linking (e.g., a Web site or an app that can launch a Web browser), then you will make the “Powered by [EIDR logo]” text and logo link to the applicable title, name or company page on https://www.eidr.org. Further, you agree to append a “refmarker” to EIDR’s URL so that EIDR may more easily identify the source of its traffic, e.g., https://www._________.com/title/tt0050083/?ref_=ext_(TO BE SUPPLIED BY EIDR). EIDR agrees that you may also add HTML tags to our URLs, e.g., _______________

d. You may use your authorized third-party contractors to assist in the testing and retrieval of the Licensed Content if: (i) You have identified the contractors to EIDR; and (ii) You ensure that the contractors comply with the terms of this Agreement. You are responsible and liable to EIDR for your contractors compliance with this Agreement.

e.  Restrictions. Except as specifically provided in this Agreement, you and any other user of Licensed Content, or any subset thereof, may not: (i) publish, disseminate, distribute or provide access of any kind to the Licensed Content, or any material subset thereof, to any third party; (ii) sell, sublicense, loan, lease, assign, authorize others to access, use, or disclose, or attempt to grant any rights to, the Licensed Content, or any material subset thereof, to third parties; (iii) except as permitted by law, decompile, reverse engineer, or otherwise attempt to derive source code from the Licensed Content; (iv) use the Licensed Content or any material subset thereof to act as a consultant, service bureau, or application service provider; or (v) to the extent the Licensed Content is provided in a manner that does not identify an individual, use the Licensed Content to create, generate, or infer any information relating to the identity of an individual. You will not remove, delete or alter any trademarks, copyright notices, or other proprietary rights notices of from us or our licensors, if any.  These restrictions survive the termination of this Agreement.

2. Reservation of Rights; Feedback.

a. Reservation of Rights. We reserve all of our rights not expressly granted under this Agreement and we do not grant any other licenses or rights by implication, estoppel, or otherwise. Other than your use of Licensed Content as permitted under this Agreement, any use of Licensed Content must first be approved by us in a writing signed by both parties and which includes the terms and conditions (including pricing) upon which the use is granted. Except to the extent expressly permitted under this Agreement, you will have no right to (and will not permit any third party to) use, perform, display, modify, reproduce, distribute, license, sublicense, rent, sell, lease, give, grant any security interest in, otherwise dispose of or exploit, all or any portion of Licensed Content by any means now known or later discovered.

b. Feedback. We will own all right, title, and interest in and to any suggestions for improvements to the Service and Licensed Content (collectively, “Feedback”), even if you designate the Feedback as confidential, and we may use the Feedback without restriction. You irrevocably assign all right, title and interest in and to the Feedback to us, and you will provide us with any necessary assistance to document, perfect, and maintain our rights to the Feedback.

3. Publicity.

a. You may orally inform your current and prospective customers and your other business partners of your right to use Licensed Content.

b. You grant to EIDR a perpetual, worldwide, non-exclusive license to display and publish Your trademarks and logo (collectively, “Your Marks”) as provided by you under this Agreement for use in EIDR marketing and promotional material, including but not limited to, press releases, digital advertising campaigns, commercial presentations, newsletters, and other marketing materials.

4. Your Content Use.

You may display, use, perform, publish, reproduce, distribute, and transmit Licensed Content on Your Site and Your User Apps. Your rights granted herein do not include the right to (i) use the Licensed Content for the purpose of creating a product or service that mimics or contains similar functionality to any EIDR-operated website, service, or (ii) to use EIDR’s systems or Licensed Content to build, develop, distribute or otherwise provide a service or system to provide a content license to the Licensed Content to third-parties. You must ensure that all third-parties who have access to the Licensed Content must be a subscriber or member of EIDR.

5. Limitation of Liability.

In no event will (a) EIDR be liable for any loss of data, loss of profits, cost of cover or other special, incidental, consequential, indirect, punitive, exemplary or reliance damages arising from or in relation to this Agreement, however caused and regardless of theory of liability and (b) EIDR’s liability for direct damages under this Agreement exceed the amount of fees paid under this Agreement for the twelve-month period preceding the claim.

6. Assignment.

Neither party may assign this Agreement without the prior written consent of the other party, except that EIDR may assign this Agreement to an Affiliate or in connection with any merger, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to this limitation, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

7. Force Majeure.

Neither party will be liable for any failure or delay in its performance under this Agreement due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage, labor shortage or dispute, and governmental action, which are beyond its reasonable control; provided that the delayed party: (a) gives the other party written notice of such cause promptly, and in any event within fifteen (15) days of discovery thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party’s time for performance or cure under this Section will be extended for a period equal to the duration of the cause or sixty (60) days, whichever is less.

8. Applicable Law.

This Agreement is governed by the substantive Laws of the state of Idaho, excluding its conflicts of law provisions. Any dispute arising under, in connection with, or incident to this Agreement or about its interpretation will be resolved exclusively in the state or federal courts located in Ada County, Washington. You irrevocably submit to those courts, venue and jurisdiction. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. A final judgment in any such suit or action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.