Subject to the terms and conditions set forth in these Terms, as between the parties, VMN hereby grants you the limited, non-exclusive and non-transferable right and license to download, stream and/or use the Materials, solely within the United States, solely during the term of the grant of rights set forth herein and solely for educational, non-commercial use in the context of a classroom setting.
Except as explicitly set forth herein, VMN does not grant and expressly reserves all other rights in and to the Materials, including, without limitation: (a) the right to broadcast, promote, duplicate, distribute, display or publicly perform the Materials; (b) the right to modify, enhance, edit, translate or adapt the Materials; (c) the right to create derivative works of the Materials and (d) the right to use of the Materials for any commercial purpose.
For the rights granted pursuant to the terms hereof, VMN's grant of rights to your use of the Materials is given only insofar as VMN is concerned. While this material is being provided to you under the terms and conditions as defined in these Terms, please note that you are responsible for ANY and ALL clearances, permissions and fees that may be required in connection with this use, including but not limited to, guilds, talent, music synchronization costs and the payment of all residuals and reuse fees.
The term of these Terms shall commence on the date on which the Materials were first accessed by you and shall continue until terminated pursuant to the terms hereof. These Terms shall terminate: (a) immediately upon your breach of any terms or conditions set forth herein and (b) upon notice from VMN for any reason in its sole discretion. Upon termination of these Terms for any reason, all rights granted hereunder shall immediately cease and you shall immediately delete, destroy and/or return to VMN all copies of Materials in your possession.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE MATERIALS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND NON-INFRINGEMENT. VMN MAKES NO REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THAT THE MATERIALS OR WEBSITE THROUGH WHICH THEY ARE ACCESSED WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF ANY MALICIOUS PROGRAMMING. Without limiting the foregoing, VMN is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Materials. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Materials.
FURTHER, VMN MAKES NO REPRESENTATION THAT VMN IS THE RIGHTFUL OWNER OF THE MATERIALS OR THAT VMN OTHERWISE HAS THE RIGHT TO AUTHORIZE YOU TO USE THE MATERIAL FOR EDUCATIONAL, NON-COMMERCIAL USE OR OTHERWISE.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VMN, ITS AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, CONSULTANTS, EMPLOYEES, SUCCESSORS, LICENSEES, AGENTS AND PERMITTED ASSIGN SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE MATERIALS, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
YOU UNDERSTAND THAT THESE TERMS ARE ONLY INTENDED TO GIVE YOU ASSURANCES THAT VMN WILL NOT TAKE ANY ACTION AGAINST YOU WITH RESPECT TO THE USE OF THE MATERIALS FOR EDUCATIONAL, NON-COMMERCIAL USE, SUBJECT TO YOUR FULFILLMENT OF THE CONDITIONS IN THESE TERMS.
You shall indemnify, defend and hold harmless VMN, its affiliates and each of their officers, directors, consultants, employees, successors, licensees, agents and permitted assigns from and against any claim, demand, action, damages, loss, expense (including reasonable attorneys' fees) and other liabilities arising from actions brought by third parties arising from (a) any breach of these Terms arising from your unauthorized use or (b) a claim that the use of any or all of the Materials infringes any intellectual property right(s) of such party.
You hereby release VMN, its affiliates and each of their officers, directors, consultants, employees, successors, licensees, agents and permitted assigns from and against any claim, demand, action, damages, loss, expense (including reasonable attorneys' fees) and other liabilities arising out of your use of the Materials.
The provisions of this Section 5 shall survive termination of these Terms.
These Terms may be modified, amended or revised at any time by VMN without notice. Your continued use of the Materials and the website through which they are accessed will constitute your continued acceptance of these Terms.
These Terms contains the entire agreement of the parties with respect to the subject matter identified herein and supersedes all prior writings and dealings between you and VMN in respect to the transactions contemplated hereby. Any provision of these Terms which, either by its terms or to give effect to its meaning, must survive expiration or termination, shall survive such expiration or termination. These Terms and any dispute arising hereunder shall be governed by the laws of the State of New York, without giving effect to the principles conflicts of law. Each party irrevocably agrees to the exclusive venue and jurisdiction of the state and federal courts located in New York County, New York, and waives any right to object to such jurisdiction or venue based on forum non-conveniens or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THESE TERMS, YOUR USE OF THE MATERIALS, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.