THE LEGAL AGREEMENT SET OUT BELOW GOVERNS YOUR USE OF THE IATP PATRON EDUCATION VIDEO ("VIDEO"). TO AGREE TO THESE TERMS, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT USE THE VIDEO.

This licensing agreement is made by and between the International Association of Trampoline Parks, Inc. ("IATP"), and the licensee ("you"). The parties agree as follows:
1. The Work. IATP represents and warrants that it is the owner of all existing right, title, interest, and intellectual property rights associated with a certain creative work known as the IATP Patron Education Video (the "Video"). IATP further represents and warrants that the Video is not known to infringe on the intellectual property rights of any other entities.

2. IATP's License to Use the Video.
2.1. Your Eligibility to Use the Video. You represent and warrant that you are eligible to purchase the use of the Video because you:
(a) have read this agreement,
(b) are an IATP member in good standing or a non-IATP member,
(c) acknowledge that IATP owns all legal right, title, and interest in and to the Video (regardless of whether those rights happen to be registered, and wherever in the world those rights may exist), and
(d) provided true, current, and complete information when attaining your IATP membership or when applying for this license, and that information remains true, current, and complete.

2.2. Your License to Access and Use the Video. Provided that you are eligible to use the Video and continue to comply with this licensing agreement, you are granted a license, subject to this licensing agreement, to:
(a) access the Video,
(b) use the Video, provided that you keep all copyright or other proprietary notices and disclaimers intact, and
(c) electronically store the Video by making a single, electronic copy on your computer's hard drive, disk, or other media, unless you obtain IATP's advance permission in writing to do otherwise to meet the technological requirements of your system.
2.3. Nature of Your License. This license is limited, perpetual, non-exclusive, solely for your personal or corporate (i.e., operational) use, and subject to paying the licensing fee. Unless explicitly stated herein, nothing in this licensing agreement shall be construed as conferring any license to the intellectual property rights, whether by estoppel, implication, or otherwise.

2.4. Restrictions on Your Use of the Video. Unless you obtain IATP's advance permission in writing to do otherwise, you acknowledge and agree that you:
(a) may not upload, post, transmit, share, or republish the Video, including on the Internet, intranet, or extranet sites or incorporate the Video in any other database or compilation,
(b) may not use the Video for any competing service,
(c) may not use the Video for a commercial (i.e., fee-generating) use, or re-distribute or sell the Video or access to the Video,
(d) may not assign (or grant a sub-license of) your rights to use the Video,
(e) may not grant a security interest in or over your license to use the Video,
(f) may not transfer any part of your rights to use the Video,
(g) may not use the Video in any manner likely to cause confusion or that disparages or discredits the IATP, its directors and officers, or its members and suppliers,
(h) may not use any of IATP 's names, trade names, trademarks, trade dress, service marks, characters, logos, domain names, and other distinctive brand features,
(i) may not use any of the Video other than as specifically authorized herein, without the prior written permission of the IATP,
(j) may not use any of the Video to the harm or detriment of any IATP member in any legal proceeding without the consent of that member,
(k) may not create derivative works from the Video other than for your personal needs or your company's operational needs,
(l) may not use the Video for the purpose of soliciting any IATP member for any service or product,
(m) may not alter or modify any of the Video, or permit any other person to do the same, except as part of your re-purposing of the video,
(n) may not use any of the Video to violate or infringe the rights of any other party,
(o) will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) or any disclaimers that may be affixed to or contained within the Video,
(p) may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Video,
(q) will not store or archive a significant portion of the Video or create a database using the Video,
(r) may not copy, distribute, or sublicense the Video,
(s) may not use the Video at more than a single location unless you purchase additional licenses for each location.
2.5. Licensing Fee. In exchange for this licensing agreement, you agree to pay the IATP the sum of
• $749.00 per location if you are an IATP member in good standing as of the date of this agreement.
• $499.00 for each additional license owned and operated under the same company or brand if additional locations are an IATP member in good standing as of the date of this agreement.
• $1200.00 per location if you are a non-IATP member as of the date of this agreement.
3. YOUR RESPONSIBILITIES.
3.1. Licensee-Conduct Rules. You agree that you will not access or use the Video in any way that violates, directly or indirectly, these user-conduct rules:
3.1.1. Compliance with Licensing Agreement. You will comply with this licensing agreement and any other reasonable policy or guideline that IATP may send to you from time to time.
3.1.2. Registration. You agree to provide accurate, current, and complete information when you join IATP or apply as a non-IATP member. You agree to maintain and promptly update your registration data to keep it accurate, current, and complete. You will not provide any information to IATP that is false, misleading, or inaccurate.
3.1.3. Objectionable Conduct. You will not upload, post, transmit, share, store, or otherwise make available the Video or use the Video in ways that the IATP deems to be harmful to others; threatening; unlawful; defamatory; infringing; abusive; inflammatory; intimidating; harassing; "stalking"; vulgar; obscene; fraudulent; invasive of privacy or publicity rights; hateful; or offensive or objectionable on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise.
3.1.4. Violation of Rights of Others. You will not violate the rights of others.
3.1.5. Lawfulness. You may use the Video for lawful purposes only.
3.1.6. Criminal Offenses. You will not upload, post, transmit, share, store or otherwise make available the Video in a way that would constitute, encourage, or provide instructions for a criminal offense.
3.1.7. Civil Liability. You will not engage in tortious or other conduct that creates civil liability for, or exposes to harm, the IATP or any others.
3.1.8. Infringement. You will not upload, post, e-mail, transmit or otherwise make available any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, except as expressly permitted herein.
3.1.9. Non-Impairment of IATP's Rights. You agree that you will not do or permit to be done any action that might impair the value of the Video, the intellectual property rights associated with the Video, and the reputation of IATP, its officers, directors, or members.
3.1.10. Duty to Cooperate. You will cooperate promptly and completely with any reasonable request by IATP to investigate possible infringement of copyright or other proprietary rights.
3.1.11. Compliance with Governing Law. You agree that you will comply with all applicable local, state, national, or international laws, regulations, ordinances, and generally-accepted practices or guidelines related to the Video or your use of the Video, and you will be solely responsible for your individual violations of any of them.
3.1.12. Re-Purposing of the Video. You may re-purpose the Video to suit the customized needs of one location by providing a copy of this executed contract to:
Ms. Marie Laderoute
Production Manager
Go 2 Productions, Inc.
Vancouver, Canada
604-408-5844, ext. 692
[email protected]
A copy of her company's re-purposing charges are available.
4. IATP'S RIGHTS TO MANAGE THE VIDEO
4.1. IATP’s Right to Control Use of the Video. You acknowledge that IATP may establish general practices and limits for the use of the Video. IATP reserves the right to, and may, in its sole discretion, modify these general practices and limitations from time to time, and to modify or discontinue any or all of the Video at any time, with or without notice.
4.2. IATP’s Right to Modify Terms of Use. IATP reserves the right to modify the terms under this licensing agreement for using the Video from time to time, with or without notice.
4.3. IATP’s Termination for Convenience. IATP may, in its sole discretion, change, suspend, or discontinue your license to use the Video or the terms of this licensing agreement, at any time and without notice. Such action may result from, among other things,
(a) any violation of these terms of use.
(b) providing any false information.
(c) using the Video for any unauthorized purpose.
4.4. Video Return. Upon termination of the Video or your license to use the Video, you will promptly return the Video and all copies to the IATP.
5. PURPOSE AND SCOPE OF USE OF VIDEO
5.1. Your Duty to Meet the Standard of Care. You acknowledge and agree that it is your sole duty to comply with the governing standard of care. Further, if you choose to use any of the Video, it is your sole responsibility to judge the suitability of this Video for a particular purpose and tailor the Video to suit your particular operation. You acknowledge that the Video is not intended to satisfy your particular needs. You agree to consult and comply with applicable federal, state, and local laws and regulations, as well as relevant industry practices.
5.2. Owner Discretion. Because different operations will require different safety procedures and equipment, every operation requires its own program, some of the contents of which may be identified in the Video. The use of the Video may facilitate the development of a customized operations program, using the Video when applicable and incorporating other information. The Video contains sample instructions and warnings or procedures that you may choose to adjust and customize. Although it is anticipated that the Video will include a variety of ideas, the Video does not meet every need or apply to every situation. It is expected that licensees will necessarily supplement or revise the Video to adapt it to each licensee's particular situation. It is your responsibility to determine the suitability of the Video to your particular needs. Licensees must rely solely on their own independent judgment or seek the advice of a competent professional or legal counsel to determine reasonable care in given circumstances.
5.3. Legal Compliance. Operational programs have potential legal significance. It should not be assumed that the Video will satisfy any legal requirements. The IATP has developed the Video and made it available in the hope that you will use it in conjunction with – and not as a replacement of – applicable and appropriate laws, regulations, and codes.
5.4. Risk of Not Meeting the Standard of Care. You acknowledge that indiscriminate application of the Video carries a real risk of not meeting the standard of care and causing serious physical harm. Failure to meet reasonable standards for your operation may result in serious legal consequences, even if the Video has been followed. You acknowledge that the Video may be superseded or amended at any time, and neither the IATP, its directors or officers, or its members undertake any responsibility to notify you of any such change. You agree that the risk of not meeting the standard of care is solely your responsibility. Further, you are entirely responsible for the validity, and any infringement, of the intellectual property of others.
5.5. No Professional Advice. The Video is provided for convenient reference use only. The Video is not intended to cover all situations or technical requirements. Neither the IATP, its members, nor its directors and officers, render professional or legal advice of any sort, for or on behalf of any person. The Video does not replace competent advisors. If legal advice or other expert assistance is required, it is strongly recommended that the services of a competent professional should be sought.
5.6. Voluntary Considerations. The Video is provided as general suggestions only for establishing a foundation for the trampoline park industry. The Video is not intended to be mandatory, exhaustive, or a dogmatic final statement in any given area. The use of this video is completely voluntary. No one is precluded from designing, manufacturing, constructing, selling, operating, maintaining, or using products or practices not in conformance with the Video. The intended use of such products or practices is the sole responsibility of the user.
5.7. Considerations Rather Than Standards. The Video does not purport and is not intended to establish any particular standard of care, guideline, or practice. The Video is purely advisory as far as the IATP is concerned. The advisability or content of the Video has not been reviewed, endorsed, or approved by anyone. At most, the Video identifies considerations for you when developing similar practices or procedures. Some of the Video may contain notices or disclaimers. You should carefully evaluate such notices or disclaimers and seek any necessary advice.
5.8. Variation in Operation. It is expected that some trampoline parks will not conform with all of the video. The nature of the trampoline park business is such that there are no exact duplicates in the industry. This unique nature of every operation requires a range of flexibility be built into any consideration. Based on this need, the Video attempts to offer a range of alternatives to be evaluated for the size, nature, location, and market of each particular application. In such cases, it is the responsibility of the owner to make provisions as needed to ensure safety.
5.9. Your Acknowledgments. You acknowledge and agree that:
(a) the Video does not contain the views of the IATP.
(b) the IATP does not undertake to perform any duty owed by anyone to someone else.
(c) the IATP has no power and does not try to police or enforce compliance with the Video.
(d) any claim of compliance with the Video is not attributable to IATP, and is solely the responsibility of the certifier or maker of the statement.
(e) the IATP takes no position as to the validity of any patent rights related to the Video.
(f) the IATP disclaims liability for infringing any patent resulting from the use of or reliance on the Video.
(g) the IATP does not urge non-compliance with applicable laws, standards, or practices.
(h) the IATP does not independently test, evaluate, or verify the accuracy, completeness, or any other quality of the Video or the soundness of any judgments contained in the Video.
(i) the IATP does not certify, test, or inspect any material for compliance with any law or standard.
(j) the Video is not comprehensive or complete.
(k) the IATP does not certify, guarantee, or warrant your activities or operation.
(l) the IATP does not control your professional judgment or actions.
(m) neither the IATP, directors or officers, nor its members endorse any of the Video.
6. LIABILITY AND INDEMNIFICATION
6.1. Your Indemnification Obligation. Upon request, you shall indemnify IATP and defend such parties against any and all liability or expenses (including counsel fees and expenses as reasonably incurred) to the extent arising out of:
(a) your use or misuse of the Video,
(b) your violation of any law or the rights of another, including any claim that the Video infringes upon the intellectual property or other proprietary rights of anyone,
(c) your violation of this licensing agreement,
(d) personal injury, death, or damage to tangible personal or real property to the extent arising out of your actions or omissions,
(e) your misrepresentations, actions, or inactions when using the Video, or
(f) your use of the Video to the harm or detriment of any IATP member in any legal proceeding without the consent of that member.
6.2. Limitation of Liability. Given the nature and cost of the Video, you agree that it is reasonable that neither the IATP, its officers, nor its directors will be liable to you as a result of your use of the Video for:
(a) loss of any data maintained or transmitted with the Video,
(b) any loss that is beyond the IATP's reasonable control, including equipment or material malfunctions, interruption of service, or computer viruses,
(c) factual, technical, or typographical errors or omissions, including missing or unavailable information, incomplete material, or out of date material,
(d) any loss that is not reasonably contemplated and foreseeable under this licensing agreement,
(e) downtime or delays in the Video,
(f) theft, destruction, or unauthorized access, and
(g) any damage to your computer, hardware, or software.
6.2.1. No Liability for Content. IATP is not responsible for the conduct of any user of the Video. IATP is not responsible for the content of the Video, including the content, accuracy, quality, offensiveness, opinions, reliability, compliance with law, privacy practices, or other policies contained in the Video. IATP has no duty to pre-screen any material. IATP reserves the right to remove any material in the Video for any reason, but IATP is not responsible for any failure or delay in removing such material. IATP does not investigate, monitor, or check the accuracy, appropriateness, or completeness of the Video. If you choose to use the Video, you do so AT YOUR OWN RISK, so you should carefully evaluate it.
6.2.2. No Liability for Personal Injury. IATP disclaims liability for all personal injury, property, or other damages resulting from use of or reliance upon the Video.
6.2.3. No Liability for Infringement. You agree that IATP will not be liable to you in the event that your use of the Video infringes the intellectual property rights of another party.
6.2.4. No Liability for Modification of Video. You agree that IATP will not be liable to you for any modification, suspension, or discontinuance of the Video. IATP reserves the right to remove the Video for any reason, but it is not responsible for any failure or delay in removing the Video.
6.2.5. No Liability for Computer Security Issues. Some software may contain viruses or other code harmful to your software, hardware, files, and data. It is your sole responsibility to take appropriate security precautions to protect your computer from such damage. IATP will have no liability for any damage or loss as a result of computer viruses or other malicious codes. IATP cannot and will not be liable for any loss or damage arising from your failure to maintain proper computer security.
6.2.6. No Endorsements. Any reference on the Video to any product, service, practice, process or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by IATP.
6.2.7. Your obligations. You agree that you are solely responsible (and that IATP has no responsibility to you or to any third party) for
(a) any material that you create, transmit, or display in conjunction with the Video,
(b) your breach of any of your obligations under this licensing agreement, and
(c) the consequences of your actions (including any loss or damage which IATP may suffer) by doing so.
6.3. Limitation on Damages. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER IATP, ITS DIRECTORS, NOR OFFICERS, SHALL BE LIABLE TO YOU FOR ANY MATTER ARISING OUT OF THE VIDEO FOR:
(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF BUSINESS OPPORTUNITIES, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(b) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
• ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF THE VIDEO;
• ANY CHANGES WHICH IATP MAY MAKE TO THE VIDEO, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE VIDEO;
• THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE VIDEO; OR
• YOUR FAILURE TO PROVIDE IATP WITH ACCURATE ACCOUNT INFORMATION.
THESE LIMITATIONS ON IATP'S AND ITS OFFICERS' AND DIRECTORS' LIABILITY TO YOU SHALL APPLY WHETHER OR NOT IATP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING, AND WHETHER THEY ARISE FROM THE IATP'S NEGLIGENCE OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE VIDEO. Because some states or jurisdictions may not allow the exclusion or limitation of liability for consequential or incidental damages, in such states or jurisdictions, IATP's liability shall be limited to the extent permitted by law.
6.3.1. Monetary Limitation. In the event that you recover damages in any action against IATP, its officers, or directors, you agree that your exclusive remedy at law or equity will not exceed the amount paid by you as licensing fees for the Video. You specifically waive your right to any additional remedies that might otherwise be available to you. In such event, the parties further agree that it is reasonable that neither the IATP, its officers, nor its directors will be liable to you for more than the sum of your licensing fee as a result of your use of the Video.
6.3.2. Your Waiver of Indemnity. You waive and covenant not to assert any claims or allegations of any nature arising from your use of the Video, including any allegation or claim that the IATP has or should indemnify, defend, or hold you harmless from any claim or allegation arising from your use of the Video.
6.3.3. Limitation on remedies. Your sole and exclusive remedy under this licensing agreement is as expressly set out in this licensing agreement.
6.4. Exclusion of Warranties. THE VIDEO IS PROVIDED "AS-IS." BECAUSE IT IS OUT OF THE SCOPE OF THIS LICENSING AGREEMENT, IATP, ITS OFFICERS, AND DIRECTORS:
(a) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT,
(b) CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE VIDEO, THAT THE MATERIAL IS FIT FOR YOUR PARTICULAR PURPOSE, OR WILL EFFECTIVELY SOLVE ANY OR ALL OF YOUR NEEDS OR REDUCE OR ELIMINATE HAZARDS,
(c) DO NOT REPRESENT OR WARRANT THAT ANY SOFTWARE OR MATERIAL ON THE VIDEO ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, COMPLY WITH GOVERNING LAW, ERROR-FREE, OR APPLY IN EVERY SITUATION, OR THAT THE SERVICE OR ANY MATERIAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY SUCH DEFECTS WILL BE CORRECTED IN THE FUTURE, OR THAT YOUR USE OF THE VIDEO WILL BE SECURE OR TIMELY.
(d) DISCLAIM ANY WARRANTY OTHERWISE FOUND IN THE VIDEO IF THAT WARRANTY IS NOT EXPRESSLY STATED IN THIS LICENSING AGREEMENT.
(e) DISCLAIM ANY WARRANTY THAT THE MATERIAL DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE OR MATERIAL AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR SOFTWARE FROM THE VIDEO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
7. DISPUTE RESOLUTION
7.1. Formal Dispute Resolution Process. The parties agree that they will cooperate so that any dispute resolution proceeds on an expedited basis. The language to be used in the proceedings will be English.
7.2. Governing Law. This licensing agreement shall be deemed to have been made, entered into, and delivered in the state in which IATP's principal place of business (currently Hershey, Pennsylvania) is located, and all rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of said state applicable to contracts to be fully performed there, without regard to the conflict-of-laws principles of such state.
7.3. Choice of Forum. To the extent that any action involves IATP as a party and arises out of or relates to this licensing agreement, it shall be commenced and maintained only in any state or federal court of general jurisdiction having jurisdiction over IATP's principal place of business (currently Hershey, Pennsylvania). The parties irrevocably submit to the jurisdiction and venue of such courts over such actions or parts of actions and waive any objection they may have to either the jurisdiction or the venue of such courts.
7.3.1. Waiver of Objections. To the fullest extent permitted by law, you hereby consent and waive all defenses of lack of personal jurisdiction, venue, and forum non conveniens, to the venue and jurisdiction in such courts. You stipulate to the fairness of such courts, and covenant not to assert any objection to proceeding in such courts.
7.4. Counsel Fees & Litigation Expenses. In the event of any litigation, the substantially-prevailing party shall be entitled to recover from the substantially-losing party all reasonable costs that are incurred in that litigation. These costs shall include court costs, reasonable counsel fees, litigation expenses, reasonable value of the successful party's employee time, witness fees, and travel expenses. You are deemed to be the substantially-losing party if IATP offers to settle with you before judgment is entered for a specified amount in a notice and you do not recover a judgment for compensable damages greater than that specified amount.
7.5. Available Remedies. Whenever a party wrongly breaches this licensing agreement, the non-breaching party shall have such other legal remedies as may be appropriate under the circumstances, including recovery of compensatory damages.
7.6. Shortened Statute Of Limitations. Any action concerning, relating to, or arising out of this licensing agreement or any breach of or default under this licensing agreement, must be commenced no later than one year after the occurrence of any such breach or default or be forever barred.
8. GENERAL
8.1. No Waiver. IATP's failure to insist upon a strict performance of or to seek remedy of any one of the terms or conditions of this licensing agreement or to exercise any right, remedy or election set forth herein or permitted by law, shall not constitute nor be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but such item shall continue and remain in force and effect.
8.2. Duty to Cooperate. You agree to use best efforts and to cooperate in the performance of this licensing agreement so that its purposes may be successfully carried out. This duty survives termination of this licensing agreement. You agree to undertake those further assurances that may be reasonably required to accomplish the purposes of this licensing agreement.
8.3. Third-Party Beneficiaries. Other than the signatories to this licensing agreement, no other person or company shall be third-party beneficiaries to this licensing agreement.