Roadshow PPL Licence Agreement
Blanket Licences
This Agreement contains the terms and conditions by which Roadshow Public Performance Licensing, a division of Roadshow Films Pty Ltd (“Roadshow”) has agreed to grant you a limited licence for the non-theatrical exhibition of certain films.
This licence is currently only available to the following qualifying organisations:
Primary and Secondary Schools
Caravan Parks and Camping Grounds
Buses and Coaches
Banks & Retail Stores
Waiting Rooms
Public libraries
Retirement Communities, Lifestyle Villages and Aged Care Facilities
Youth groups
Pre & After School Care Organisations
And any other organisation which in Roadshow's opinion qualifies for a blanket licence.
This is not an all purpose general entertainment licence for screening movies. The licence is restricted according to the terms set out below and the details provided by you during application.
1.Defined Terms
Capitalised terms used in this Agreement have the following meaning:
Commencement Date means the date your Licence commences, being the date Roadshow receives payment of the Licence Fee the first time you first apply for a Licence. If you pay by credit card this will be when the payment is processed. If you pay by cheque this will be when cleared funds are received into Roadshow’s account.
Films means feature films which have been generally released for retail and rental in Australia on DVD (or BluRay Disc) or via electronic delivery (eg downloading or streaming) under licence from Roadshow and/or the Studios. Films expressly excludes television programmes and series, short-form programmes and special interest documentaries.
Licence means the licence which Roadshow grants you as set out in Clause 2.1.
Licence Fee means the annual licence fee which you shall pay to Roadshow for the Licence, as set out on the PPL Website. The exact Licence Fee payable will be determined based on the classification of your organisation, the number and type of Sites and the size of the Permitted Audience.
Permitted Audience means, as applicable, the authorised guests, customers, students, patrons, passengers or attendees of a Site.
PPL Website means the Roadshow website located at URL roadshowppl.com.au or such other addresses as Roadshow may nominate.
Purpose means the sole purpose of you screening and performing the Films within the Site(s) for the incidental entertainment of the Permitted Audience of each Site and no other persons, and not where the primary or predominant purpose of your organisation is the screening of movies to or the entertainment of members of the public.
Site(s) means those sites, locations, premises or vehicles in the Territory which are managed and operated by you, and of the type permitted to be covered by a Roadshow PPL non-theatrical blanket licence, and which you have listed in the Licence application to be covered by the Licence. Any site, location, premises or vehicle which is either not expressly listed in the application or is not of a type licensed by Roadshow under its non-theatrical blanket licences, will not be covered by the Licence.
Studios means each of Walt Disney, Warner Bros, Paramount, Universal International Pictures, Twentieth Century Fox International Corporation, Sony Pictures Entertainment Inc, Icon, eOne/Hopscotch, StudioCanal, Palace Films, Rialto Entertainment, Madman, Transmission, Pinnacle, Roadshow and any other film producers or distributor notified by Roadshow under Clause 5. Sub labels such as MGM, United Artists, Dreamworks, Marvel and Pixar are also covered under one of the primary studios.
Term has the meaning set out in Clause 3.1.
Territory means Australia.
2. Grant of Licence
2.1 In consideration of you paying the Licence Fee and subject to you complying with the terms of this Agreement, Roadshow grants you for the duration of the Term a non-transferable, non-exclusive licence to exhibit and perform the Films within Site(s) for the Purpose.
2.2 The Licence is granted strictly subject to the information you provided on the PPL Website at registration and during the Licence application being true and accurate, including regarding the nature of your organisation and operations, Site number, location and audience size. If any of those details are false or inaccurate the Licence is void. If any of those details change you must immediately notify Roadshow of the changes via the PPL Website.
2.3 It is a strict condition of the Licence that you must not:
(a) publicly screen or perform a Film to anyone other than the Permitted Audience or at any event which is advertised or promoted to people other than the Permitted Audience;
(b) charge an admission or viewing fee, levy or charge to view a Film;
(c) screen or perform any Film outside of a Site, or in such a manner that a Film may be visible to any members of the public outside of the Site;
(d) conduct any advertising or promotion in connection with the screening of any Film (including TV & radio, newspaper and other print, letter box drop, flyers and electronic media) other than advertising which is restricted to the Site(s) and the Permitted Audience only. Such advertising must not suggest a screening of a Film is open to the general public. You may advertise generally on your website that movies may be screened on a Site as an amenity service (and not as a principal service), provided that no specific Film title, artwork or Studio name is used;
(e) cause or authorise any advertising, promotional or other commercial material to be displayed immediately prior to, during or following any Film, or associate any screening of a Film with any sponsorship or charity;
(f) publicly perform, communicate, transmit, broadcast, distribute or otherwise make available any Film (or permit others to do the same) through any form of diffusion system, computer network or system whether open or closed (including without limitation the Internet) or telecommunications network, whether within a Site or outside of it;
(g) edit, dub, or alter any Film in whole or in part (including ;credits, and copyright notices, trade marks and any relevant censorship notices); or
(h) conduct any screening of a Film outdoors, except if you are a caravan park or camping ground operator.
2.4 Any unauthorised exhibition of a Film by you is an infringement of Roadshow’s rights, in relation to which Roadshow reserves all its legal rights and remedies including the right to charge you additional fees as determined by Roadshow in its sole discretion and immediately payable, and to suspend or cease future supply of rights.
2.5 You must purchase or rent (at your cost) legitimate and non-pirated DVDs (or BluRay discs) or electronic copies of the Film(s) directly from authorised retail or rental outlets in the Territory. You acknowledge that neither Roadshow nor any Studio will deliver any Film materials to you. You are strictly prohibited from using any pirated or illegal material in connection with any Film licensed under this Agreement including electronic or digital copies of such material. For the avoidance of doubt, no Film may be screened at any Site prior to the Film’s general retail DVD release date in the Territory.
2.6 Roadshow's Licence does not cover you for the music included in the Films. You are responsible for securing all clearances and making all payments to the relevant collecting society (e.g. APRA) for the public performance of any musical works or sound recordings contained in the Films. You hereby indemnify Roadshow from any loss, damage or costs arising from your public performance of such musical works or sound recordings. If you are a primary or secondary school, the following clause also applies:
2.7 In addition to screening Films on Sites you are permitted to screen and perform Films to your Permitted Audience at locations other than Sites on official school camps, on official school buses operated or chartered by you, and during after-school care which is run by you, in accordance with this Agreement.
If you are a public library, the following clause also applies:
2.8 The permitted audience at any one screening is limited to 30 people.
3.Term
3.1 This Agreement shall commence on the Commencement Date and continue until the end of that calendar year (i.e. 31 December).
3.2 Prior to the end of the Term Roadshow will notify you by email that the Licence is due for renewal. You may renew the Licence for an additional calendar year via the PPL Website by paying the Licence Fee for the next year for the relevant number of Sites. Subject to Roadshow’s receipt of the Licence Fee , the Licence will be renewed and this Agreement will be deemed extended by an additional twelve (12) months.
3.3 If the Licence is not renewed by 31 December of the then current year, this Agreement will expire on that date and you will no longer be permitted to exhibit any Films on any Site unless you obtain and pay for a new non-theatrical licence from Roadshow via the Roadshow PPL website.
4.Warranties
4.1 You warrant and represent that the details and information provided by you during registration to the PPL Website and application for the Licence are true and accurate.
4.2 Roadshow warrants that:
(a) it owns or controls the rights to grant licences for the non-theatrical public performance of the Films in the Territory and has been authorised by the Studios to enter into this Agreement; and
(b) the public performance rights to each musical composition and sound recording embodied in the Film(s) are either (i) available for license through the Australian Performing Rights Association (APRA) and the Phonographic Performance Company of Australia (PPCA); (ii) in the public domain in the Territory; or (iii) controlled by Roadshow to the extent necessary to permit you to exercise the rights licensed in this Agreement without additional payment for such rights.
(c) controlled by Roadshow to the extent necessary to permit you to exercise the rights licensed in this Agreement without additional payment for such rights.
4.3 Except as expressly set out in Clause 4.2, or as implied by law, Roadshow gives no warranty or makes any representation about the Films.
5.Notification and Withdrawal
5.1 If, after the Commencement Date, Roadshow obtains the right from other film producers to license their films under this Agreement, Roadshow will notify you of the relevant studio labels for such films by posting a notice on the PPL Website. Such films will then be deemed included within the meaning of "Films" and you will be permitted to use such films for the Purpose in accordance with this Agreement.
5.2 Roadshow may withdraw any Film or group of Films from the Licence because of any dispute, claim or liability relating to the Roadshow's ability to supply such Film or Films under this Agreement, or where Roadshow no longer has the right to license the Films (for example where a Studio withdraws the rights from Roadshow). Roadshow will notify you of any such withdrawn Films on the PPL Website and following such notice you must not exhibit or perform the Films on any Site.
5.3 Except as provided for by law, neither Roadshow nor its affiliates, employees, officers and agents will have any liability to you whether in contract, tort or otherwise in respect of any loss, damage or liability (including consequential loss or damage, loss of profits or economic loss) which may be suffered or incurred by you or which may arise directly or indirectly in connection with any withdrawn Films or Roadshow’s failure to comply with its obligations under this Agreement.
6.Licence Fee
6.1 In consideration of the rights granted to you under this Agreement, you will pay Roadshow the Licence Fee. At completion of the Licence application process on the PPL Website Roadshow will send you a tax invoice for the Licence Fee by email.
6.2 If you require additional Sites to be added to the Licence part way through the Term, you must update your profile on the Roadshow PPL Website with the details of the sites to be added. You will then be prompted to pay for the additional Licence Fee for such sites. Upon payment of the additional Licence Fee, the additional locations shall be deemed included within the meaning of "Sites".
6.3 Roadshow reserves the right to review and adjust the Licence Fee payable each year prior to you renewing the Licence. Any change to the Licence Fee will be notified to you via the PPL Website prior to you renewing the Licence.
6.4 All payments due under this Agreement must be made by credit card via the PPL Website or, where permitted, by cheque, direct debit, BPay or by such other method as Roadshow may approve. Where you pay by credit card, payment is due at the time of making your Licence application or renewal via the PPL Website. Where you pay by cheque, direct debit or BPay, payment is due within fourteen (14) days of receiving Roadshow’s invoice.
7.GST
7.1 Words or expressions used in this Clause 7 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.
7.2 Any consideration payable or to be provided for a supply made under or in connection with this Agreement does not include any amount on account of GST. If GST is payable on any supply made under or in connection with this Agreement, the recipient of this supply must pay to the supplier an additional amount equal to the GST payable on the supply provided that the supplier gives the recipient a tax invoice for the supply.
7.3 If a party under this Agreement is reimbursed or indemnified for any expenses, loss or liability incurred or to be incurred, the reimbursement or indemnification will exclude any GST to the extent to which that party can claim an input tax credit. To the extent that the reimbursement or indemnification constitutes a taxable supply, then GST is also payable as set out in Clause 7.2.
7.4 A party's right to receive consideration under Clause 7.2 is subject to a valid tax invoice being delivered to the party liable to provide the consideration for the taxable supply. In the instance that the tax invoice is not provided, then the consideration, and any associated GST, will become due and payable on the day the tax invoice is delivered.
7.5 Where one party has become subject to any penalties or interest as the direct result of the other party failing to provide the relevant GST amount, or details, in accordance with this Clause 7, the other party must provide to the party an additional amount on demand equivalent to such penalties and interest.
8.Termination
8.1 Roadshow may terminate this Agreement in whole or in part by written notice if you:
(a) commit a material breach and, where such breach is capable of cure, you fail to remedy the breach within thirty (30) days of receiving Roadshow’s notice specifying the breach and requiring its cure; or
(b) become insolvent or are unable to pay your debts; propose a voluntary arrangement; have a receiver, administrator or manager appointed over the whole or part of your business; if any petition is presented, application or order made or resolution passed for your winding up or dissolution; if you enter or propose to enter into any composition or arrangement with your creditors (or any of them); or cease to carry on business.
8.2 Roadshow's rights to terminate under Clause 8.1 are without prejudice to its other rights and remedies in respect of such breach or default.
9.General
9.1 Roadshow may vary or amend the terms of this Agreement at any time. Any variations will become effective upon posting on the PPL Website.
9.2 This Agreement is governed by the law of the State of Victoria and each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of that State.
9.3 This Agreement constitutes the entire agreement between the parties. Any amendment may only be made by written agreement between the parties. No waiver by either party or default of the other party in any one instance shall be construed as a waiver of any term or condition or default for the future.
9.4 You are not an agent or representative of Roadshow and this Agreement does not constitute a joint venture or partnership between the parties. The parties are independent contractors.
9.5 The Licence is specific to you and you are prohibited from sublicensing, assigning, or mortgaging your rights, interests and/or obligations under this Agreement.
9.6 Each party shall keep confidential the terms of this Agreement, except for disclosing it to their professional advisers (and then only under obligation of confidence) or as required by law.