Terms & Conditions of PROGRAMMING LICENSE
Purchaser agrees as follows:
- Programming & Performance License: KeyboardTEK, LLC shall license to the Purchaser (the “Purchaser”) who is acting on behalf of a theater, school, or organization (the “Producer”), the customized digital keyboard programming files for the production of the Show (the “Programming”), and shall have the non-exclusive right to utilize the Programming solely in connection with the live theatrical exhibition of Producer’s licensed production of the Musical for the period stated in the contract with the licensing company (the “Term”). Producer must be able to show proof of licensing upon request prior to Programmer’s delivery of the Programming. Producer must give credit to KeyboardTEK (www.keyboardtek.com) in your program or Playbill under “Keyboard Programming”.
- Compensation: In consideration for the license granted herein, Purchaser shall pay a non-returnable, non-recoupable fee to KeyboardTEK, payable in full prior to Programmer’s delivery of the Programming to customer. Funds must be transferred prior to receiving the programming either via cleared check, bank transfer, credit card (MC, VISA, or AmEX), Venmo, Zelle, or Paypal.
If paying by an approved Purchase Order, payment must be made within 30 days of receiving the download link. If payment is not made within 30 days, there will be a 10% late fee added to the balance starting on the 31st day after the programming has been sent and will continue to accrue until the balance is paid in full. If payment is not made within 30 days of receiving the programming, no future purchase orders will be accepted and all orders much be paid for prior to receiving the programming. Furthermore, if payment is not made within 90 days, all 4 licensing companies will be notified and your organization could be subject to further penalties including restrictions on licensing future shows.
- No Other Use of Programming: The Purchaser and Producer shall neither use nor allow others to use the Programming for any purpose other than the live theatrical exhibition of Producer’s production of the Show during the Term stated in the contract with the licensing company. The Purchaser and Producer shall safeguard the Programming from being appropriated by Producer’s agents and employees or any third parties and will permanently delete all Programming upon the expiration of the Term. The Programming has been watermarked and locked for security by KeyboardTEK and, in the event that such watermarking reveals at any time that the Programming delivered hereunder is being or has been used other than as provided for herein, damages of up to Five Thousand US Dollars ($5,000) will be payable by Producer to KeyboardTEK within 14 days upon Programmer’s notice to Producer of such unauthorized use. The programming you are licensing is for this single production only for the duration of the rental period listed in the contract. All subsequent productions including remounts and extensions will require a separate license.
- Warranties and Representations; Indemnification: A) KeyboardTEK hereby warrants and represents that all elements of the Programming are and shall be original with Programmer or based on materials in the public domain and those provided by the licensing companies, and the uses thereof shall not infringe upon the rights of any other party whatsoever. KeyboardTEK hereby indemnifies and agrees to hold Producer, its successors, assigns, partners, agents, employees, licensees, and lessees, harmless against any and all damages, liabilities, costs, expenses, and/or other losses, (including reasonable attorneys’ fees and disbursements) arising from third party claims by reason of or resulting from or in connection with a finally adjudicated breach of any representation, warranty or agreement under this Agreement. Programmer shall not be liable for damages resulting from the failure of third parties to execute or maintain the system and programming, nor shall Programmer be liable in any way for delays due to strikes, accidents, pandemics, acts of God, fire, or causes beyond the control of KeyboardTEK. B) Producer hereby indemnifies and agrees to defend and hold KeyboardTEK, their heirs, administrators, executors, assigns agents and employees, harmless from and against any and all damages, liabilities, costs, expenses, and/or other losses, including reasonable attorneys’ fees and disbursements, arising by reason of or resulting from or in connection with the use of the Programming and the development, production, presentation, or other exploitation of Producer’s production and exhibition of the Show, specifically excluding any matter for which KeyboardTEK has agreed to indemnify Producer hereunder.
- Ownership: All audio samples, title, and copyright in the Programming shall at all times belong to KeyboardTEK and the Programmers they respresent and shall be their property, provided that Producer shall have the non- exclusive license to use the Programming as provided herein.