LICENSE AGREEMENT FOR USE OF FACE OF AIDS PRODUCTS

1. PURPOSE

   Please Note: Digital rights management systems have international legal backing by implementation of the 1996 WIPO Copyright Treaty (WCT). Article 11 of the Treaty requires nation’s party to the treaties to enact laws against DRM circumvention. The WCT has been implemented in most member states of the World Intellectual Property Organization. The American implementation is the Digital Millennium Copyright Act (DMCA), while in Europe the treaty has been implemented by the 2001 European directive on copyright, which requires member states of the European Union to implement legal protections for technological prevention measures. The purpose of this General Licensee Agreement and the Appendix I and II is to provide for the terms and conditions under which the Face of AIDS Foundation (FoA) may grant a license to use multiple-media material as listed on the Use Agreement (referred to herein as the “Products”).

2. LICENSEE USE AGREEMENT

   Prior to any use of the material available of the websites, DVDs or any other product produced by the FoA, Licensee shall execute a Use Agreement which provides specific terms and conditions for use of the material. Any subsequent Use Agreements are incorporated by reference in this Master Agreement.

3. TRANSFERABILITY

   These restrictions do not extend to any other organization or user who has not directly contracted by license for use of copyrighted materials from the FoA.

4. APPLICATION

   Licensees from all institutions or organizations or private are required to complete an official application and a license agreement within the jurisdiction of Licensee

5. COPYRIGHT

   FoA shall retain and have the full benefit of its copyright to all Products, ancillary materials and Use Guides. Licensee shall in no manner disparage or challenge, or permit another to disparage or challenge, FoA’s copyright. Licensee shall in no manner commercially exploit any Products. Licensee agrees to display FoA’s opening and closing credits and copyright statements for all Product use and each time any Product is televised or otherwise exhibited.

6. DUPLICATION AND USE OF PRODUCTS

   Except as may be specified in a Use Agreement, no duplications, copy, recording, re-recording nor any other type of reproduction of any Products or FoA Usage Guides shall be permitted by Licensee (see Appendix for license rights). Unless special written agreements are made, neither FoA Product nor copies of the original Products may be used for other purposes outside of current contractual arrangements with FoA.

7. SEQUENCE AND FREQUENCY OF USE

   Licensee may use Products in any sequence. Licensee shall have use of the Products as provided herein for the duration of the time period stated in a Use Agreement and any amendments to this Agreement thereto.

8. EDITING

   Products may not be modified, edited, added to, reformatted for digital or any other platforms, or otherwise altered by or for Licensee without the prior written consent of FoA. Licensee may exhibit portions of Products solely to publicize the subsequent exhibition of the Products as herein described.

9. DISTRIBUTION OF PRODUCTS

   FoA will furnish the Products at the prevailing costs. Title to said Products shall remain in Licensee; title to the all Products, content and programs shall remain in FoA. All technical problems with the Products must be reported within three (3) months from beginning of a first-time use of a FoA Products. FoA will ship Products to Licensee via motor express unless otherwise specified by Licensee. Licensee will pay costs for the formats ordered, all shipping and handling costs. If the Products becomes worn or damaged so that a replacement is needed, Licensee may request the replacement through FoA . Licensee will pay for replacement and shipping costs. Shipping from FoA to Licensee will be via motor express unless otherwise specified by Licensee. Access to web-based Products will be delivered to client after license is signed.

10. SUBSEQUENT USAGE

    Licensee may maintain a copy of the Products without erasing or using in any way for a period of up to one year from the conclusion of a Use Agreement if Licensee anticipates another Agreement for using Products. Any time after the first use that the Licensee offers this Product from the same media as specified in this Agreement, Licensee will pay FoA for a second use and subsequent uses.

11. ERASURE

    Licensee agrees to furnish an affidavit assuring FoA that each and every copy of any Products in its possession or under its control, directly or indirectly, has been completely erased by Licensee at the expiration of that Products Use Agreement, unless another written Agreement to hold or use those Products is in effect.

12. REVISION OF USAGE

    At times it deems appropriate, FoA may update and revise the Products. Licensee shall pay dubbing and shipping fees when video-based programs are replaced or altered because of copyright clearance or improved or updated material. Licensee shall receive complimentary software revisions and updates for three (3) years from date of this contract for web-based Products. FoA will inform Licensee as soon as possible about such changes or changes will be posted to a public website.

13. LEGAL REMEDIES

    Any dispute arising under this Agreement shall be decided in accord with Swedish law. Licensee waives any right to contest the jurisdiction of a Swedish court on the ground of non-residency of Licensee in the country of Sweden. Notwithstanding the above, FoA may bring an action in any competent court to enforce this Agreement. In any action at law or in equity wherein FoA obtains equitable or legal relief from Licensee because of Licensee's violation of the express or necessarily implied terms of the Agreement, FoA shall additionally be entitled to recover reasonable attorney's fees. This Agreement is performable in Stockholm, Sweden.

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APPENDIX I

RIGHTS AVAILABLE FOR FOA PRODUCTS – NON-DIGITAL

A. BROADCAST RIGHTS

1. BROADCAST PRIVILEGES AND RESPONSIBILITIES

   Each Product may be used for televised purposes by means of transmission via any single VHF, UHF, ITFS or CATV television station utilized by Licensee. These broadcast rights/privileges are restricted to local transmission only and are not available for international distribution without prior written consent from the FoA. Licensee is responsible for all arrangements, contracts and costs for the broadcasting of course videos on any CATV, ITFS, VHF or UHF television station.

2. NO PARTIAL USAGE

   This use provides licensure only for a complete usage. No segment of the Product may be used or incorporated in any other recorded or live program, presentation or lesson without prior specific written permission from FoA. Partial usage is only acceptable as promotional material to advertize or publicize the specific Product. Clearance for Other Broadcast Uses including Internet: Rights for showing Products on other systems including but not limited to commercial, pay-per-view, multi-site transmissions, cable or educational television or over local area network, internet and intranet systems, in whole or part, are included with the sale of any program from FoA only when specified within the Licensee Use Agreement. Information on clearance restrictions and rate quotations are available on request.

3. DUPLICATION OF PRODUCTS:

   Products cannot be duplicated unless a separate license is granted in writing from FoA. Any violation will constitute an infringement of FoA copy restrictions and shall be prosecuted to the full extent of the law.

4. SAFEGUARDING PRODUCTS AND TERMINATION OF BROADCAST RIGHTS:

   Upon termination of any license agreement, the customer agrees to cease broadcast of all licensed Products and to destroy all digital copies on file. Customer agrees to take reasonable action to restrict circulation of copies and to allow FoA the right to a site audit to ensure that the use of the broadcast use is in compliance with the licensed terms.

5. CLOSED CAPTIONED AND OTHER LANGUAGE VERSIONS:

   Many video titles are available in closed captioned and other language versions. If certain languages are not available, an agreement with FoA can be endorsed to create these specific Products.

6. PUBLIC PERFORMANCE RIGHTS:

   Selected FoA titles licensed for non-commercial use may not be used within a public institution. Please request a fact sheet about your restrictions and limitations.

B. NON-BROADCAST RIGHTS

1. NON-BROADCAST PRIVILEGES AND RESPONSIBILITIES

   Each Product may be used for instructional purposes. This course may NOT be transmitted on any VHF, UHF, ITFS or CATV television station as well as commercial, pay-per-view, multi-site transmissions, cable or educational television or over local area network, internet and intranet systems, in whole or part. Any such arrangements will require a separate agreement between the FoA and the Licensee. There are no broadcast privileges for these Products. The Products must not be used except during a term in which the usage is being licensed under the terms of a Use Agreement or another written Agreement between Licensee and FoA.

2. NO PARTIAL COURSE

   This Agreement provides licenser only for complete Products. No segment of the Product may be used or incorporated in any other recorded or live program, presentation or lesson without prior specific written permission from FoA.

C. ALTERNATE DELIVERY

1. WEB-BASED USAGE

   Products designed for delivery via the Internet may use within the terms of the Licensee agreement only. With a web-based usage license, Products may be accessed through the Licensee’s URL directly.

2. PORTABLE DIGITAL STORAGE PRODUCTS (DVD, CD-ROM, DVD-ROM, EXTERNAL STORAGE)

   Products delivered via portable digital storage on DVD, CD-ROM and DVD-ROM may be offered within the terms of the Licensee Use Agreement only. With a course license, course materials in these formats may be duplicated and distributed to course students during the term of the license.

3. NO PARTIAL USAGE

   This Agreement provides licenser only for complete Products. No segment of the Products may be used or incorporated in any other recorded or live program, presentation, or other web-based or program without prior specific written permission from FoA.

D. AUDIOVISUAL EDUCATIONAL OR CLASSROOM RIGHTS

Use of video shall be limited to individual playback machine or closed-circuit television systems contained within the confines of buildings normally utilized by Licensee for instructional purposes. Further, Licensee shall not charge a viewing fee or otherwise use in a commercial manner. There are no duplication restrictions under these terms of use. Use shall be limited to review and classroom uses only. The Products may NOT be broadcast on any VHF, UHF, ITFS or CATV broadcasting system. Other broadcasts, uses and duplications will require a different Use Agreement.

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APPENDIX II

RIGHTS AVAILABLE FOR FOA PRODUCTS - DIGITAL

The following Policy on conversion and use of Products Video in a digital format, modality, and/or system is established to standardize policy for License Agreements between the FoA and its Licensees. This Policy does not preclude or limit other licensing considerations such as, but not limited to, term-of-use, scope-of-use, and/or copyright restrictions.

A. DIGITAL ENCODING, DISTRIBUTION, REPLICATION, AND STORAGE

The License Agreement for Use of FoA Products and the associated Appendix are amended by this Policy to authorize digital encoding and digital storage of video components by Licensee upon written notification and authorization by FoA and subject to the following terms and conditions:

1. Video components may be digitized for storage on CD-ROM, DVD, removable hard-drive, digital videotape, and replicated and/or duplicated within the terms of the Licensee Use Agreement.
2. Video components may be digitized for real-time and/or delayed linear playback of programs in their entirety only. This includes authorization to stop and playback programs as in a videotape environment. However, storage and use of video components for random interactive use and/or linking to sections, segments, or clips of video for interactive viewing is not authorized without prior written consent of FoA.
3. Digitized versions of video components may be broadcast and/or cable cast in their entirety and “in the clear” (unscrambled) as part of an educational programming mix for students.
4. Digitized versions of video components may be streamed via the Internet and/or stored and distributed for video-on-demand (VOD) playback. Access to Internet and/or VOD distribution must be restricted to the audience as agreed within the terms of the Licensee Use Agreement.
5. Video components may only be made available via the Internet as multi-cast and/or unicast streams, which allow Products to be viewed in their entirety. Licensees may not provide the video in a downloadable, storable, and/or handheld portable format (digital, analog, or otherwise) for future viewing, duplication, or retransmission. Additionally, the video may not be pre-loaded onto any portable video viewing devices (e.g. PDA’s, iPods, computers or any other devices which may be used as portable viewing devices). FoA retains the sole restrictions to provide downloadable, storable, pre-loaded, and/or portable Products. For more information on this service, contact FoA.
6. Product components may not be delivered or used in a way that disparages or degrades the original intent or purpose of the content. Any use, bundling, unbundling, or repurposing of the content to create separate or derivative works may constitute an infringement of copyright and is strictly prohibited. As stated, this Policy amends the License Agreement for Use FoA Products and permits authorized users to digitize Products components for uses as described above. However, the prohibition against modifying, editing, adding to, or otherwise altering any Product component remains in full force and effect. Use of Product components in a digital form other than those specifically authorized herein is prohibited.

B. TECHNICAL STANDARDS

Any digital use of the Products, pursuant to this Policy, is subject to the continuing right of FoA to set and enforce technical standards.

C. FEES AND CHARGES

The License Agreement for Use of FoA Products permits Licensees to charge fees for video distribution, but only for the purpose of recovering costs related to the service and only if the Licensee does not realize unreasonable revenue beyond expenses. Equivalent fees to cover costs may be charged by the Licensee for authorized uses of the Products in a streaming and/or video-on-demand format. The License Agreement for Use of FoA Products does not permit Licensees to assign Products content (tape loan/rental) to any source outside of the Licensee’s institution. All other requests must be approved by FoA.

D. COMPLIANCE, NOTICES, AND MONITORING

As a condition for permission to make use of Products as described above, the Licensee agrees to:

1. Comply with the rules and procedures set forth in this Policy;
2. Give prior written notice to FoA of any proposed use of the Products in digital form as described in this Policy;
3. Affix a notice of Copyright ownership (© Face of AIDS Foundation or © Face of AIDS Archive) on all materials copied and/or duplicated under this agreement;
4. Permit FoA to monitor such uses and inspect the operations, equipment, and records of the Licensee to ensure compliance with these rules and procedures.

E. VIDEO STREAMING AVAILABILITY

For a complete list of Products available via video streaming, contact FoA.

F. DVD AVAILABILITY

FoA will make the DVDs available for Licensee purchase for the sole purpose of making Products available as agreed within the terms of the Licensee Use Agreement. Duplication and/or replication are prohibited. Distribution restrictions are limited to the purchasing institution and DVDs cannot be assigned to another institution or distributor.

G. CD-ROM/DVD-ROM INTERACTIVE PRODUCTS AVAILABILITY

Most FoA Products are available in an interactive, computer-based format on CD-ROM and DVD-ROM. Licensees may purchase master sets of this courseware format and duplicate for distribution as agreed within the terms of the Licensee Use Agreement. Distribution restrictions are limited to the purchasing institution and CD-ROMs/DVD-ROMs cannot be assigned to another institution or distributor. Interactive content may be used by Licensees in an educational, online and/or hybrid environment, provided use of all associated Product components follows the policies and procedures outlined in this Digital Use Policy. The prohibition against modifying, editing, adding to, reformatting for digital or any other platforms, or otherwise altering any Product remains in full force and effect.

H. AUDIOVISUAL OPTIONS

As stated previously, this Policy amends the License Agreement for Use of FoA Products and permits authorized users to digitize Products components for uses described herein. However, the prohibition against modifying, editing, adding to, reformatting for digital or any other platforms, or otherwise altering any Product component remains in full force and effect. Use of Product components in a digital form other than those specifically authorized herein is prohibited.

1. Only one master copy of each audiovisual product (content) purchased from FoA can be created in a digital or analog format for backup and/or streaming purposes.
2. Digitized versions may be streamed via the Internet, a network, and/or stored and distributed using video-on-demand (VOD) systems.
3. Products may only be made available via the Internet, LAN, and/or VOD as a single stream in a manner that prevents downloading, and/or storage on a computer for future viewing, duplication, or retransmission.
4. Storage and use of Products for random interactive use and/or linking to sections, segments, or clips of video for interactive viewing is unauthorized.
5. Replication and/or duplication of FoA Products by an institution for distribution in a downloadable, storable, and/or portable format (digital, analog, or otherwise) is not authorized.
6. Storage and use of audiovisual content for random interactive use and/or linking to sections, segments, or clips of video for interactive viewing is unauthorized.

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Privacy policy

Your privacy on the Internet is of utmost importance to the FoA, its officers and partners. As a general policy, FoA does not collect any personal information on its websites that identify you or any demographic information about you. This privacy statement describes FoA’s policy concerning the gathering and sharing of visitors’ information through the FoA web site. It applies to all “FoA sites” – that is, all sites within the “faceofaids.org” domain name.

1. WHAT INFORMATION DOES FOA COLLECT?

   Normal web site usage In general, you can browse the FoA site without telling us who you are or revealing any personal information about yourself. The only information we gather during general browsing is from standard server logs. These include your IP (Internet Protocol) address, domain name, browser type, operating system, and information such as the web site that referred you to us, the files you download, the pages you visit, and the dates/times of those visits. Collection of personally identifiable information If you register for a newsletter, log on to certain FoA sites, order a publication, request information, provide feedback, apply for a job, join a discussion group or join an electronic mailing list, you will be asked to provide personal information such as your name, postal address and e-mail address. This information is collected only with your knowledge and permission, and is kept in secure FoA databases and mailing lists. If you are purchasing something using the web or making a donation, you may be asked to provide your credit card or wire transfer details. These details are transferred to a secure, online payment service, hosted outside FoA. Credit card information is not retained by FoA. FoA sites with specific requirements to collect personal information may publish a privacy policy specific for that site. In these cases, the site-specific policies will be complementary to this general FoA privacy policy, but will give additional details for that particular site. For certain FoA sites, registering or supplying personal information sets a cookie*. By setting this cookie, FoA will remember your general details the next time you visit, so you don’t have to re-enter the information. This helps us to provide you with a better service. Joining electronic discussion groups may mean that other participants of the discussion group (including non-FoA employees) will see personal information that you have volunteered. For open discussion groups, this information will be public.

2. WHAT DOES FOA DO WITH THE INFORMATION IT COLLECTS?

   Normal web site usage The information gathered during general browsing of the “FoA.org” domain is used to analyze trends and usage of the FoA site and to improve the usefulness of the site. It is not connected with any personal information. Personally identifiable information FoA may use the personal information you provide to:

   
   
   • Contact you – either in response to a query or suggestion, or to mail newsletters, documents, publications etc. to you;
   • Manage and process your job application;
   • Confirm your purchases and registrations on the site;
   • Obtain payment for purchases through the site (via credit card);
   • “Remember” your online profile and preferences;
   • Help you quickly find information that is relevant to you based on your interests, and help us create site content most relevant to you;
   • Statistical analysis.

3. WHAT IF I DON’T WANT TO PROVIDE PERSONAL INFORMATION?

   Providing personal information on the FoA site is optional. If you choose not to provide personal information, you can still browse and use the FoA site, but you may not be able to carry out certain actions such as purchase items, make donations, register for a newsletter, etc.

4. WHAT IF I WANT TO OPT OUT AND CHANGE MY INFORMATION

   At any time, you can cancel or modify your information by clicking on this link or returning to the web page where you first provided the information and contacting the focal point or FoA department for that page. Where contact details are not provided on the page, you can contact webmaster@faceofaids.org for further information.

5. WHAT ABOUT MY INFORMATION SECURITY

   We do not sell or share any personally identifiable information volunteered on the FoA site to any third party. Any information provided to FoA by users of the FoA site is held with the utmost care and security, and will not be used in ways other than as set forth in this privacy policy, or in any site-specific policies, or in ways to which you have explicitly consented. FoA employs a range of technologies and security measures to protect the information maintained on our systems from loss, misuse, unauthorized access or disclosure, alteration, or destruction. All our employees who have access to, and are associated with the processing of personal data, are obliged to respect the confidentiality of official business matters, including personal data. The FoA site contains links to sites external to the FoA.org domain. FoA is not responsible for the privacy practices or the content of such sites.

6. OUR POLICY FOR THE NOTIFICATION OF CHANGES

   Changes to this privacy policy will be posted on the FoA home page at www.FoA.org/Legal

7. OUR CONTACT INFORMATION

   For questions or queries regarding this privacy policy, please contact us at webmaster@FoA.org

*Cookies
A cookie is a small amount of data that is sent from a web server to your browser. It is normally used to assign a unique identification to your computer and securely store information such as user IDs, passwords, preferences, and online profiles. It is stored on the hard drive of your computer. You can choose not to have cookies delivered by FoA sites by changing your browser settings. Different web sites can send their own cookies to your computer. To protect your privacy, your browser only allows a web site to access the cookies it has already sent you, not the cookies sent by other sites.

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Website Usage Agreement

Use of this Site constitutes agreement with the following terms and conditions.

The Face of AIDS Foundation (“FoA”) maintains this web site (the "Site") as a courtesy to those FoA may choose to access the Site ("Users"). The information presented herein is for informative purposes only. FoA is pleased to allow Users to visit the Site and download and copy the information, documents and materials (collectively, "Products") from the Site for User's personal, non-commercial use, without any right to resell, create derivative works, subject to the terms and conditions outlined below, and also subject to more specific restrictions that may apply to specific material within this Site.

Disclaimers

All rights reserved. The information in the various pages of the FoA website is issued for general distribution. Extracts of the information in the website may be reviewed, reproduced or translated for research or private study but not for sale or for use in conjunction with commercial purposes. Any use of information in the website should be accompanied by an acknowledgement of FoA as the source, citing the uniform resource locator (URL) of the article. Reproduction or translation of substantial portions of the website, or any use other than for educational or other non-commercial purposes, requires explicit, prior authorization in writing. Applications and enquiries should be addressed to the Information Centre.

The designations employed and the presentation of the information in this website do not imply the expression of any opinion whatsoever on the part of FoA concerning the legal status of any country, territory, city or area or of its authorities, or concerning the delimitation of its frontiers or boundaries. The mention of specific companies or of certain manufacturers' products does not imply that they are endorsed or recommended by FoA in preference to others of a similar nature that are not mentioned.

FoA does not warrant that the information contained in the website is complete and correct and shall not be liable whatsoever for any damages incurred as a result of its use. Materials provided on this site are provided "as is" without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement.

FoA specifically does not make any warranties or representations as to the accuracy or completeness of any such written Materials. FoA periodically includes additions, changes, improves, or updates the Materials on this Site without notice. Under no circumstances shall FoA be liable for any loss, damage, liability or expense incurred or suffered which is claimed to resulted from use of this Site, including without limitation, any fault, error, omission, interruption or delay with respect thereto. Use of this Site is at User's sole risk. Under no circumstances, including, but not limited to, negligence, shall FoA or its affiliates be liable for any direct, indirect, incidental, special or consequential damages, even if FoA has been advised of the possibility of such damages.

User specifically acknowledges and agrees that FoA is not liable for any conduct of any User.

This site may contain advice, opinions, and statements of various information providers and content providers. FoA does not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information provided by any information provider or content provider, or any user of this site or other person or entity.

Reliance upon any such opinion, advice, statement, or other information shall also be at your own risk. Neither FoA nor its affiliates, nor any of their respective agents, employees, information providers or content providers shall be liable to any User or anyone else for any inaccuracy, error, omission, interruption, timeliness, completeness, deletion, defect, failure of performance, computer virus, communication line failure, alteration of, or use of any content herein, regardless of cause, for any damages.

As a condition of use of this Site, User agrees to indemnify FoA and its affiliates from and against any and all actions, claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out User's use of this Site, including without limitation any claims alleging facts that if true would constitute a breach by User of these terms and conditions. If User is dissatisfied with any material on this Site or with any of terms and conditions of use of this Site, User's sole and exclusive remedy is to discontinue using this Site.

This Site contains links to third-party web sites. The linked sites are not under the control of FoA and FoA is not responsible for the contents of any linked site or any link contained in a linked site. FoA provides these links only as a convenience, and the inclusion of a link does not imply endorsement of the linked site by FoA.

If this Site contains bulletin boards, chat rooms, access to mailing lists or other message or communication facilities (collectively, "Forums"), User agrees to use the Forums only to send and receive messages and material that are proper and related to the particular Forum. By way of example, and not as a limitation, User agrees that when using a Forum, User shall not do any of the following:

• Defame abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information.
• Upload or attach files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload or attach files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
• Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded.
• Falsify the origin or source of software or other material contained in a file that is uploaded.
• Advertise or offer to sell any goods or services, or conduct or forward surveys, contests, or chain letters. Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.

User acknowledges that all Forums or Discussion Groups are public and not private communications. Further, User acknowledges that chats, postings, conferences, e-mails and other communications by other users are not endorsed by FoA, and such communications shall not be considered reviewed, screened, or approved by FoA.

FoA reserves the right for any reason to remove without notice any contents of the Forums received from Users, including without limitation e-mail and bulletin board postings.

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