The Shift - Group Licensing Agreement

The Shift
(“the Content”)

Large Group Exhibition License Agreement

1. 1. This License Agreement is granted by ANGEL STUDIOS solely to the Licensed Group purchasing this License for a term of one (1) year from the date of purchase (the “Term”).
   2. The Licensed Group has paid the fees required by ANGEL STUDIOS.
   3. The Licensed Group is hereby granted the non-exclusive right to exhibit the Content only (i.e., no other Angel owned or distributed film or television series may be exhibited) at the Licensed Premises for an unlimited number of showings during the Term (unless otherwise specifically provided herein).
   4. As used herein, “Licensed Premises” shall mean the Licensed Group’s owned facilities or a venue outside such facility that is officially considered an extension of the Licensed Group’s organization or ministry program, AND each showing is hosted by the Licensed Group’s paid staff and the Content is not loaned to another ministry or organization. Additional venues not meeting these conditions require an additional license.
2. The following conditions apply to the grant of rights above:
3. The rights granted in this License Agreement may not be licensed or assigned to any third party.
4. Nothing in this License Agreement shall be construed as a license to copy the Content, to issues copies of the Content to the public, to rent or lend the Content to the public, to communicate the Content to the public (including without limitation by way of broadcast or making available by electronic transmission) or to perform, show or play the Content in public other than in accordance with the terms expressly set out in this License Agreement.
5. The Licensed Group shall not be entitled to a refund of any fees paid in conjunction with this License Agreement or a pro rata portion of such fees for any reason after the execution of this License Agreement.
6. ANGEL STUDIOS may terminate this License Agreement with immediate effect by notice in writing to the Licensed Group in the Licensed Group is in material breach of its obligations under this License Agreement.
7. Any personal information or information regarding the Licensed Group that is provided in this License Agreement (the “Information”) may be used by ANGEL STUDIOS for the purposes of administering this License Agreement and subsequent participation in any large group exhibition licensing programs administered by ANGEL STUDIOS and its partners and licensees. By completing and submitting this License Agreement, the Licensed Group and its representative agrees to the processing of this Information by ANGEL STUDIOS in this manner.
8. ANGEL STUDIOS shall not be liable to the Licensed Group for loss of profits, goodwill or any type of special, indirect or consequential loss under this License Agreement.
1. Nothing in this License Agreement shall constitute and agency, partnership or joint venture between ANGEL STUDIOS and the Licensed Group.
2. This License Agreement shall constitute the entire agreement between ANGEL STUDIOS and the Licensed Group relating to the subject of this License
   Agreement.
3. No variation of this License Agreement shall be valid unless it is in writing and signed by or on behalf of each of ANGEL STUDIOS and the Licensed Group.
4. The failure to exercise or delay in exercising a right or remedy under this License Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this License Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
5. All disputes arising under this License Agreement shall be governed by the laws of the State of Utah and ANGEL STUDIOS and the Licensed Group shall submit to the jurisdiction of the courts of Utah County of the State of Utah.