Limited Viewership & NDA
LIMITED VIEWERSHIP AND
NON-DISCLOSURE AGREEMENT
THIS LIMITED VIEWERSHIP & NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into by and between Far From The Tree Press, LLC, a Pennsylvania limited liability company (“Disclosing Party”) and You, a paid subscriber of www.maxhawthorne.com (“Recipient”). You understand that the website contains video content (the “Content”) and that Your access to such Content is conditioned upon Your agreement to the terms set forth herein. Disclosing Party is the owner, creator, and rightsholder to the Content, including all intellectual property rights contained therein. The Disclosing Party has the exclusive right to reproduce the Content, prepare derivative works thereof, and distribute, license, rent, lease or transfer ownership of the Content.br>
- Definition of Restricted Material. For purposes of this Agreement, “Restricted Material” means: (i) the Content; (ii) any other audio, visual, or digital work contained on, displayed by, or depicted at www.maxhawthorne.com (or any subdomain or related internet pathway thereof) that is accessible only after purchasing access to the Content; (iii) any literary works, or expressions or summaries of events or encounters involving stories, videos, posts, or other content contained on, displayed by, or depicted at www.maxhawthorne.com (or any subdomain or related internet pathway thereof) that is accessible after purchasing access to any material on the website; and (iv) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Restricted Material need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Restricted Material. The Recipient acknowledges that the Restricted Material is proprietary to the Disclosing Party and has been developed and obtained through great efforts by the Disclosing Party. The Restricted Material need not be private to remain Restricted Material for purposes of this Agreement, and Recipient acknowledges that the Disclosing Party has the absolute right and authority to display, publish, or otherwise reproduce Restricted Material publicly without jeopardizing or modifying the Recipient’s obligations under this Agreement.
- Limited Use of Restricted Material. The Recipient agrees not to use any Restricted Material in any manner whatsoever, including in any arguably transformative manner such as use of the Restricted Material for commentary, news, science, or education. Recipient acknowledges that it has purchased rights strictly limited to viewing the Restricted Material. The Restricted Material may only be viewed by the Recipient for non-commercial, entertainment purposes. Recipient must safeguard disclosure of the Restricted Material from others and agrees to take reasonable efforts to prevent others from viewing the Restricted Material without authorization from the Disclosing Party. Recipient explicitly agrees not to reproduce, share, post, capture, or otherwise disseminate the Restricted Material, including any portion or subset thereof, even if such reproduction is nominal, small, or de minimis. No other right or license, whether expressed or implied, in the Restricted Material is granted to the Recipient hereunder. Title to the Restricted Material will remain solely in the Disclosing Party.
- Compelled Disclosure of Restricted Material. Notwithstanding anything in the foregoing to the contrary, the Recipient may disclose Restricted Material pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Recipient promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Restricted Material; provided in the case of a broad regulatory request with respect to the Recipient’s business (not targeted at Disclosing Party), the Recipient may promptly comply with such request provided the Recipient give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Recipient is legally requested or required to disclose such Restricted Material, disclosure of such Restricted Material may be made without liability.
- Term. This Agreement shall remain in effect for a period of ten (10) years. Notwithstanding the foregoing, the parties’ duty to hold in confidence Restricted Material that was disclosed during the term shall remain in effect indefinitely.
- Remedies. Both parties acknowledge that the Restricted Material is of a unique and valuable character, and that the unauthorized dissemination of the Restricted Material would destroy or diminish the value of such information. The damages to the Disclosing Party that would result from the unauthorized dissemination of the Restricted Material would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Restricted Material in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Given the difficulty of calculating the diminution in value of the Restricted Material resulting from a breach of these terms, the parties agree that such harm to the Disclosing Party is most analogous to the unlawful reproduction of a registered copyright under 17 U.S.C. § 504. Accordingly, the Recipient acknowledges that the Disclosing Party is entitled to the maximum statutory damages identified in 17 U.S.C. § 504 (c)(2), as may be updated or revised from time-to-time. Recipient agrees and intends for such damages to constitute compensation and not a penalty. The Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief.
- Notice of Breach. Recipient shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Restricted Material by Recipient, or any other breach of this Agreement by Recipient, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Restricted Material and prevent its further unauthorized use.
- Warranty. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties understand that no representation or warranty as to the accuracy or completeness of the Restricted Material is being made by either party. The Disclosing Party shall not have any liability to the Recipient resulting from any use of the Restricted Material by Recipient.
- Miscellaneous.
- (a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
- (b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Pennsylvania applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Washington County, Pennsylvania shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
- (c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
- (d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Restricted Material, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
- (f) Recipient may not directly or indirectly assign or transfer the rights or obligations of this Agreement by operation of law or otherwise without the prior written consent of the Disclosing Party. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
- (g) The receipt of Restricted Material pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
- (h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.