Video License Agreement

Licensor: Dory Turk (“I,” “my,” “me”)

Primary Organization Name:(Required)

Primary Organization Address(Required)

Street Address Street Address 2 City State Postal Code

Accounts Payable Contact Name (Primary Organization)(Required)

Accounts Payable Contact Email (Primary Organization)(Required)

Accounts Payable Contact Direct Phone (Primary Organization)(Required)

Authorized Signer Name(Required)

Licensed Content: Tech Lessons Module videos described in accompanying Proposal (“the Videos”)

Term of Agreement: Six months from written acceptance of proposal (“the Term”), thereafter to continue month to month at the contracted monthly fee until terminated in writing with 45 days notice by either party.

Subscription Type(Required)

1-10 Communities Under Common Ownership ($800 for month one, then $400/month thereafter)

10+ Communities Under Common Ownership ($1600 for month one, then $800/month thereafter)

Amount Due: Please make a selection from the Subscription Type choice above.

Amount Due: $800 due on acceptance of proposal for month one ( Includes licensing fee plus 8 initial videos) then, $400 per month for the next five consecutive months during the Term (includes 4 new videos each month). (“License Fees”)”

Amount Due: $1,600 due on acceptance of proposal for month one ( Includes licensing fee plus 8 initial videos) then, $800 per month for the next five consecutive months during the Term (includes 4 new videos each month). (“License Fees”)”

1. I hereby grant you a non-exclusive, non-transferable, limited license to download and replay the Videos for your residents, for educational purposes, upon payment of the License Fees, and subject to the terms of this Agreement. Copies of the Videos may be made, solely to the extent necessary to exercise the rights granted under this Agreement. The use of the Videos, including any related materials provided by me, is subject to this Agreement. The authorized users include your staff and the immediate families and caregivers of your residents, solely to the extent necessary to enable your residents to view and benefit from the Videos.
2. As detailed in the accompanying proposal, I will provide you with eight videos upon payment of the initial License Fee. I thereafter will provide you with an additional four videos per month during the Term, conditional upon timely payment of the monthly License Fees. Monthly License Fees shall be due on the 15th of each month during the Term. License Fees may be paid in advance without penalty.
3. Videos will be made available by upload to a web portal. You will be provided access to the web portal during the Term. Videos may be downloaded by you at any time during the Term. Availability of Videos may be suspended during the Term while any payment is in arrears. Upon expiration of the Term, your access to the web portal will be terminated. You may thereafter continue to use the Videos that have been downloaded, in perpetuity, provided that all License Fees have been paid, and further provided that such use is within the scope of the authorized use described herein.
4. You will not directly or indirectly modify, upload, or re-distribute the Videos to or through another medium, or otherwise use the Videos in a manner exceeding the scope described herein, unless you have express written permission from me. You will not make copies of the Videos except as expressly authorized herein.
5. You understand that, by making the Videos available, I am not making any express or implied representations regarding the information provided. The Videos present information for general use, not specific instructions on how any particular individual should operate their device. You may not use any content in the Video to make any determination as to whether any particular actions would accomplish a particular user’s intentions.
6. To the maximum extent permitted by law, I expressly disclaim any warranties or representations regarding the Videos, and I shall not be liable for any direct, incidental, consequential, punitive, or other damages arising from or related to the use of the Videos. These restrictions apply to all damages arising from or related to the Videos, including malware unintentionally transmitted in connection with the Videos. In any dispute, my liability is limited to refunding the License Fees paid by you.
7. If I choose, after proper notice, to discontinue production or access during the Term, you will receive a pro rata refund of any License Fees paid to date and for which you did not receive the agreed-upon Videos.
8. You may not assign or transfer your rights or obligations under this Agreement. I may assign my rights and obligations without notice. All rights not expressly granted in this Agreement, including ownership of copyright, are retained by me.
9. By offering the Videos, I am not consenting to jurisdiction anywhere outside of California. California law applies to this Agreement, except as to any choice of law rules that would alter that applicability. By using the Videos, you consent to personal jurisdiction and venue exclusively in the courts of Ventura County, California.
10. This Agreement contains the exclusive terms of our understanding as to the subject matter. No modification of these terms is enforceable unless expressed in a writing signed by us. My delay in enforcing any of these terms shall not operate as a waiver of my right to do so. If any of these terms is held to be unlawful or unenforceable, then all other terms shall continue to apply.

Dory Turk
Licensor

Signature (Authorized Signer)(Required)

Date (Authorized Signer)